UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
DC 20549

 FORM

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

 For
the fiscal year ended December 31, 2024

 OR

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

 For
the transition period from
 to

 Commission
File Number 000-53601

INC.

 (Exact
Name of Registrant as Specified in its Charter)

 Nevada

 87-0496850

 (State Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification Number)

 505 Beachland Blvd., Suite 1377
 Vero Beach, Florida 32963

 (Address of principal executive offices) (Zip Code)

 ( 844)
 383-8689

 (Registrant's
telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 Par Value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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

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

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

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

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 Emerging growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of June 30, 2024, the last business day of the registrant's most recently completed second fiscal
quarter, was $ 696,130. Solely for purposes of this calculation, the officers and directors and holders of five percent (5%) of any class
of voting securities of the Company are considered affiliates.

 As of March 31, 2025, the registrant had outstanding
 9,774,332 shares of common stock.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

INC.

 PAGE

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART
 II

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors, Executive Officers, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits

 Item
 16.

 Form 10-K Summary

 SPECIAL
NOTE REGARDING FORWARD-LOOKING INFORMATION

 As
used in this Annual Report on Form 10-K (this "Annual Report"), unless indicated or the context requires otherwise, the terms
the "Company", "Mitesco" or "MITI" refer to Mitesco, Inc., and its subsidiaries.

 In
addition to historical information, this Annual Report contains forward-looking statements. The forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking
statements. Factors that might cause such a difference include, but are not limited to, those discussed in the sections entitled "Business,"
"Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's opinions only
as of the date hereof. We undertake no obligation to revise or release the results of any revision of these forward-looking statements.
Readers should carefully review the risk factors described in this Annual Report and in other documents that we file from time to time
with the Securities and Exchange Commission (the "SEC" or the "Commission").

 You
can identify forward-looking statements by terminology such as "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential,"
"proposed," "intended," or "continue" or the negative of these terms or other comparable terminology.
You should read statements that contain these words carefully, because they discuss our expectations about our future operating results
or our future financial condition or state other "forward-looking" information. There may be events in the future that we
are not able to accurately predict or control. You should be aware that the occurrence of any of the events described in these risk factors
and elsewhere in this Annual Report could harm our business, results of operations and financial condition, and that upon the occurrence
of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance, or achievements.

 Except
as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this Annual Report.

 We
cannot give any guarantee that these plans, intentions, or expectations will be achieved. All forward-looking statements involve risks
and uncertainties, and actual results may differ materially from those discussed in the forward-looking statements as a result of various
factors, including those factors described in the "Risk Factors" section of this Annual Report. Moreover, new risks emerge
from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business
or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking
statements. All forward-looking statements included in this Annual Report are based on information available to us on the date of this
Annual Report. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained throughout this Annual Report.

 Special
Notice Regarding the Worldwide Covid-19 Crisis

the fiscal year ended December 31, 2024, there were many uncertainties regarding the current Novel Coronavirus ("COVID-19")
pandemic, including the scope of scientific and health issues, the anticipated duration of the pandemic, and the extent of local and
worldwide social, political, and economic disruption. The COVID-19 pandemic has had far-reaching impacts on many aspects of the operations
of the Company, directly and indirectly, including on consumer behavior, customer store traffic, our people, and the market generally.
During the year ended December 31, 2024, we made the determination that COVID-19 possessed no continued serious risk to our employees
and our business, and we returned to operating under pre-COVID-19 protocols.

 Summary
Risk Factors

 Our
business and our ability to execute our business strategy are subject to a number of risks of which you should be aware of before you
decide to invest in our Company. The following is a summary of our key risks. A more detailed description of each of the risks can be
found below in section entitled " Risk Factors ".

 Risks
Related to our Business

 We
 are in the initial stages of our present business plan and have a limited historical performance for you to base an investment decision
 upon, and we may never become profitable.

 Disruption
 or breach of our security measures or those of our third-party data center hosting facilities, cloud computing platform providers
 or third-party service partners, or the underlying infrastructure of the Internet, and unauthorized access to obtain customer ' s
 data, our data or our IT systems, could lead to curtailment of our customers who may stop using our services, and we may incur significant
 reputational harm, legal exposure and liabilities, or a negative financial impact.

 The
 success of our business is dependent on subscription and renewal of our services by customers.

 We
 may be unable to attract and retain sufficient numbers of qualified personnel.

 We
 may become involved in legal proceedings.

 We
 may not manage our strategy effectively. Rapid technological change in our industry present us with significant risks and challenges.

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

 Risks
Related to our Financial Condition

 There
 is substantial doubt about our ability to continue as a going concern.

 If
 we are unable to generate significant revenue, we may need to raise additional capital which may not be available to us on acceptable
 terms or at all.

 We
 may incur additional debt in the future which may contain restrictive covenants.

 We
 have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated
 or that additional material weaknesses will not occur in the future.

 The
 issuance of additional shares of our Common Stock, or securities convertible into shares of our Common Stock, may dilute the percentage
 ownership of our existing stockholders and may make it more difficult to raise additional capital.

 Our
 operating results and liquidity needs could be negatively affected by market fluctuations and economic downturns

 Settlements
 with various leaseholders and vendors have created obligations that may hinder our ability to finance future operations

 Risks
Related to Government Regulation

 Privacy
 concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data transfer restrictions and other
 domestic regulations may limit the use and adoption of our services and adversely affect our business.

 Industry-specific regulations and other requirements and standards are
evolving, and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business.

 If
 the statutes and regulations in our industry change, we could be negatively impacted.

 Risks
Related to Acquisitions

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

 We
 may be unable to implement our strategy of acquiring companies.

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

 We
 face risks arising from acquisitions that we may pursue in the future.

 Risks
Related to our Management

 Our
 success is dependent, in part, on the performance and continued service of certain of our officers and directors.

 Related
to Ownership of our Common Stock

 eligible for future sale may have adverse effects on our share price.

 If
 securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock
 price and trading volume could decline.

 Our
 stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors
 in our Common Stock could incur substantial losses.

 we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult
 for a third party to acquire us and could depress our stock price.

 Offers
 or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

 We
 do not intend to pay any cash dividends on our Common Stock in the near future therefore investors will not be able to receive a
 return on their shares unless they sell the shares at a higher price than their purchase price.

 Our
 Common Stock is often thinly traded and may prevent you from selling at or near asking prices, if at all.

 Risks
Related to Cybersecurity

 If
 our information technology systems or data, or those of third parties upon which we rely, are or were compromised, or are perceived
 to have been compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions;
 litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers
 or sales; and other adverse consequences.

 We
 face the risk of unauthorized access to or breaches of our information systems.

 Operations
 and Finances may be impacted by a cybersecurity breach of our information system.

 We
 face challenges in detection and response of cybersecurity breaches.

 Additional
Information

 Our principal executive office is located at 505
Beachland Blvd., Suite 1-377, Vero Beach, Florida 32963. Our telephone number is (844) 383-8689. The SEC maintains an internet site on
www.sec.gov where reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC are available. We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments
to those reports with the SEC on the above-mentioned site. Our website is www.mitescoinc.com. The information contained therein or connected
thereto is not intended to be incorporated into this filing.

 Implications
of Being a Smaller Reporting Company

 We
are a "smaller reporting company" as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures
available to smaller reporting companies so long as the market value of our voting and non-voting Common Stock held by non-affiliates
is less than $250.0 million measured on the last business day of our most recently completed second fiscal quarter, or our annual revenue
is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates
is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter. To the extent we
take advantage of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies
difficult or impossible.

 PART
I

 ITEM
1. BUSINESS

 Company
Overview

 Mitesco,
Inc. (the "Company," "we," "us," or "our") was formed in the state of Delaware on January
18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought
to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24, 2020,
we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced
costs.

 From
2020 through 2022, our operations were focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name
and development and acquisition of telemedicine technology. We opened our first The Good Clinic in Minneapolis, Minnesota in the first
quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract. In the
fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack
of profitability. The majority of the holders of Series D and F Preferred stock, notes payable and accounts payable discussed herein,
were investors, lenders and vendors to the Company during the operation of the clinic business and have now received either restricted
common stock, or the Series A Preferred shares in consideration of the cancelation of, or in exchange for, the previous obligations.
The financial results and obligations are now accounted for as "discontinued operations". For details see "Debt Restructuring"
herein.

 Current
Business Operations

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

 In
June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC ("Centcore") that is providing
data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC ("VTV"), whose
aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.

 Centcore
has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes
referred to as "managed services offerings" or MSO, where the client moves the software licensed from various vendors, or
internally developed, into our data center where we maintain the computing, communications and backup environment.

 The
second focus involves hosting application software developed by software vendors, from which they will sell the use of the software by
their end user clients on a "cloud" basis. By taking this approach, we gain the business of the vendor, and their clients,
perhaps allowing us to grow at a faster rate with lower cost of sales. We have developed the "Centcore Partner Program" where
we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business,
we will have provided a "value added service", and benefit from increased utilization of our computing resources by not only
the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the "infrastructure"
market doing design, engineering, construction and maintenance of significant assets. We desire to create "life cycle" relationships
as the design, construction and operational life of these systems includes document management and performance modeling over years, often
from 5 to 20 years.

 We
have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per
hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.
We have also formed an "Advisory Board" where individuals with experience in business areas where we have interest have agreed
to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice.

 VTV is currently involved with the formation of a
new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including
residential real estate. There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing
platform such as that which the Company has in its Centcore Data Center. The VTV arm is actively reviewing potential early-stage cloud
computing solution vendors and is developing its own A.I. based application set. It is currently in development of a new sales automation
tool set deemed the 'Robo Agent' application. This software is intended to utilize A.I. to promote more efficient sales and
marketing within certain direct to consumer (D2C) markets, and with highly targeted market research. It expected early versions of this
software to be available for evaluation in mid FY2025.

 There
are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which
the Company has in its Centcore Data Center. These may include joint venture or acquisition-oriented transactions, as well as internally
developed software.

 Advisory
Board

 The
Board of Directors has authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain
business areas under consideration by the Company. These positions are "non-executive" and as such are not governed by Section
16 of the Securities Act. The compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common
stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company's common
stock at the time of the appointment. For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance
of 75,000 shares of restricted common stock to each participant. The members of the advisory board do not have the authority to vote
on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited. Also, the members
of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.

 Competition

 We are in the early stage of developing our data
center business, and while we believe there is a very large, and growing market for our offerings, there are also many competitors with
significant experience and client base, of varying size. We believe our technology and services approach will be able to compete with
other technology and services providers. We face competition primarily from:

 In-house
IT departments of our customers and potential customers provide services for their respective organizations but typically need help
scaling large technology environments and maximizing the value from their cloud investments, especially when speed, cost and innovation
are key constraints.

 Traditional
global IT systems integrators, such as Accenture, Atos, Capgemini, Cognizant, Deloitte, DXC Technology and IBM, offer consulting and
outsourcing, in a labor-intensive model, for large enterprise customers. Many of these businesses largely support legacy technologies
and, where cloud capabilities exist, legacy revenue streams disincentivize these companies from fully embracing cloud technologies.

 Cloud
service providers and digital systems integrators provide either consultation and implementation services for digital workflows
or cloud services for a single cloud vendor. The solutions offered by these companies are often narrow in scope and are not well-suited
for companies with complex hybrid, multi-cloud objectives.

 Regional
and national managed services providers use a local go-to-market approach, and provide cloud services such as AWS, Microsoft Azure
and Google Cloud Platform (GCP).

 Colocation
providers, such as Equinix, CyrusOne and QTS, provide secure environments for hardware and access to network connectivity. We believe
that these companies provide limited services differentiation, and their customers do not benefit from the economics of cloud-based technologies.

 We
believe the principal competitive factors in our market include, but are not limited to:

 Focus
on the cloud

 Technology
and services expertise

 Customer
experience

 Speed
of innovation

 Strength
of relationships with technology partners

 Automation
and scalability

 Standardized
operational processes

 Geographic
reach

 Brand
recognition and reputation

 Price

 We
aspire to compare favorably on the basis of the factors listed above. However, many of our competitors have: substantially greater financial,
technical and marketing resources; relationships with large vendor partners; larger global presence; larger customer bases; longer operating
histories; greater brand recognition; and more established relationships in the industry than we do. Furthermore, new entrants not currently
considered to be competitors may enter the market through acquisitions, partnerships or strategic relationships.

 We
cannot be assured that we will be able to compete in any of the markets in which we intend to operate. This could cause you to lose your
investment.

 Our
Competitive Strengths

 We believe the following strengths and market dynamics
provide us with a competitive advantage. As additional capital is available to the Company, we will pursue the acquisition of existing
healthcare services and technology business, and we may consider opening new clinics using our revised and less capital-intensive approach
going forward:

 Experienced
team - with a proven track record of growing businesses both organically and through acquisition.

 Public
company experience – solid knowledge of the equity markets and participants in the financing of public companies.

 Compliance
experience – extensive securities law experience and in SEC reporting.

 Knowledge
of audit and accounting requirements – any acquisition into a publicly held company must be able to be fully audited according
to PCOAB standards.

 We
have an Advisory Board which includes participants with significant experience and who are compensated through the issuance of restricted
stock so as to align their interests with those of the shareholders.

 Management/Human
Capital

 As
of the date of this Annual Report, we have no full-time employees, rather our needs are being met from the efforts of our directors and
a number of individuals under consulting or advisory agreements including accounting, SEC reporting, legal, sales, systems operation
and software development.

 We do not now, or expect in the near term, to provide
any benefits to our employees, advisors or consultants. We have historically provided incentive stock options and other equity incentives
to officers, directors and key employees to provide ownership and alignment of interests with our shareholders, however in January 2024,
the Board of Directors terminated the Mitesco Omnibus Securities and Incentive Plan so currently it has no active stock incentive plans.
During FY2024 the Company compensated members of its Board of Directors and its Advisory Board with restricted stock issuances and expects
to continue that practice going forward based on performance.

 We
believe that the Company's management team will remain relatively small in the near term and should consist of a team with experience
in 1) public company accounting and finance, 2) software and systems, 3) brand marketing, and 4) public equities financing.

 As of December 31, 2024, none of our employees were
represented by a union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our
relationship with our employees to be good.

 Government
Regulation

 We
are subject to a wide range of laws, regulations, and legal requirements in the U.S., including those that may apply to our products
and online services offerings, and those that impose requirements related to user privacy, data storage and protection, cybersecurity,
and as the role of regulation evolves, AI. For information about governmental regulations applicable to our business, refer to Risk Factors
included elsewhere in this filing.

 If
there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices,
or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition,
and results of operations. See the description below for certain of the laws, regulations, or administrative or judicial interpretations
that we are currently subject to and the "Risk Factors" section.

 Recent
Developments

 FY2024
Debt Restructuring

 From
FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care
healthcare facilities. In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations. As of June
30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation. In
order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting
the obligations of certain accredited institutional investors into a newly created Series A Amortizing Preferred stock ("Series
A Preferred"), and others into restricted common stock using a price per share of $4.00.

 As
of the date of this filing it has converted over $25 million of its obligations, representing over $20 million of its senior securities,
and over $2 million of notes and accounts payable, into 2,712,302 of restricted Common Stock, and 538,879 shares of Series A Preferred
stock. The Series A Preferred stock is held by six (6) accredited institutional investors, while over 40 holders of obligations of the
Company elected to receive common stock using the $4 per share valuation.

 Additionally,
effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132,
including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance
of 23,206 shares of Series A Preferred shares to three (3) of its institutional investors. This extinguishes $580,132 of its short-term
debt. As of the date of this filing all FY2024 bridge notes have been extinguished.

 As
part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

 Discontinued
Operations and the 2023 Clinic Related Debt Exchange Agreement

 On
December 8, 2023, effective November 30, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care
LLC, a company organized by Michael C. Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $2.5 million.
Consideration consisted of cancelling existing notes payable and accrued interest owed to Mr. Howe in the amount of approximately $2.5
million. The Company recognized a contribution to capital on this transaction in the amount of approximately $2.5 million as Mr. Howe
is a related party.

 On
December 8, 2023, Mr. Howe also exchanged (i) 500,000 shares of Series D Preferred Stock with a stated value of approximately $0.5 million
and accrued dividends of approximately $67,000, and (ii) approximately $25,000 (investment incentive of 65% applied only to the accrued
salary portion of $38,000), for 655 shares of the Company's Series F Preferred Stock with a liquidation value of approximately
$0.6 million. Other than the conversion of incentive of approximately $25,000, there was no gain or loss recorded on this transaction.

 Smaller
Reporting Company

 We
are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation
S-K of the SEC, as a "smaller reporting company." That designation will relieve us of some of the informational requirements
of Regulation S-K.

 Sarbanes-Oxley
Act

 Except
for the limitations excluded by the JOBS Act discussed under the preceding heading "Smaller Reporting Company," we are also
subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures, and internal control, over financial reporting. The Sarbanes-Oxley Act created a strong and independent accounting
oversight board to oversee the conduct of auditors of public companies and strengthen auditor independence. It also requires steps to
enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures
made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting
securities analysts; creates guidelines for audit committee members' appointment, compensation and oversight of the work of public
companies' auditors; management assessment of our internal controls; prohibits certain insiders from trading during pension fund
blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities
fraud, among other provisions. In addition, we will be required to comply with the requirements of the

 Section
404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial
management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

 Exchange
Act Reporting Requirements

 Section
14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act, like we are,
to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to
shareholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our shareholders with
the information outlined in Schedules 14A (where proxies are solicited) or 14C (where consents in writing to the action have already
been received or anticipated to be received) of Regulation 14, as applicable; and preliminary copies of this information must be submitted
to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders.

 We
are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be
required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

 Other
Corporate Information

 Our
website is www.mitescoinc.com and our principal executive offices is located at 505 Beachland Blvd, Vero Beach, Florida 32963. Our telephone
number is (844) 383 8689. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file or
furnish such materials to the SEC. Our website (www.mitescoinc.com) and the information contained therein or connected thereto are not
intended to be incorporated into this Form 10-K. Our filings are also available through the SEC website www.sec.gov.

 ITEM
1A. RISK FACTORS

 RISK
FACTORS

 Investing in our securities involves a high degree
of risk. You should carefully consider the risks described below, as well as the other information in this Form 10-K, including our financial
statements and the related notes and the section titled " Management ' s Discussion and Analysis of Financial Condition
and Results of Operations " in this Form 10-K, before deciding whether to invest in our securities. The occurrence of any
of the events or developments described below could harm our business, financial condition, results of operations and growth prospects.
In such an event, the market price of our securities could decline, and you may lose all or part of your investment. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Some statements
in this Form 10K, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled
" Cautionary Note Regarding Forward-Looking Statements. "

 Risks
Related to our Business

 We
are in the initial stages of our present business plan and have a limited historical performance for you to base an investment decision
upon, and we may never become profitable.

 We
have a new business plan and no operating history upon which an evaluation of our prospects and future performance can be made. Our planned
operations are subject to all business risks associated with new companies. The likelihood of our success must be considered considering
the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the establishment of a new
business, operation in a competitive industry. There is a possibility that we could sustain losses for a long time or may never operate
profitably. If we are not successful in implementing our strategy as anticipated, continue to incur losses, and fail to raise additional
capital, we may need to consider alternative options and in an extreme scenario, shut down operations.

 The
success of our business is dependent on subscription and renewal of our services by customers.

 Our
growth will be dependent upon successful onboarding of customers who subscribe to our data storage, data hosting, data center, and managed
service offerings. This success is dependent on successful marketing strategy, network building and expansion, and advertising, all of
which will incur capital expenditure. Moreover, if and when we onboard customers, customers have no obligation to renew their subscriptions
for our services after the expiration of their contractual subscription period, and in the normal course of business, some customers
will elect not to renew. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths or switch to
lower cost offerings of our services, particularly in times of general economic uncertainty.

 Our
future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions
of our services to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted
at senior management. Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including
general economic conditions and customer receptiveness to any price changes related to these additional features and services.

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

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

 Virtually
all of our current outstanding obligations of approximately $2.7 million arise from settlement agreements with the property owners of
the locations utilized for our clinic business, which was shuttered in Q4 of FY2022, or default judgments issued by state courts against
the Company. While we believe that we have settled pending litigation, there can be continued, or renewed, claims from existing creditors,
judgement holders or other holders of its historical obligations. Management continues to resolve its historical obligations through
negotiation and use of its securities, though not all holders of its historical obligations appreciate the opportunity to own equity
in the Company. Nonetheless, the Company may not be able to fund the payment of its historical obligations in the form of cash until
it becomes cash-flow positive.

 Legal
proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming, and
disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive
verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal
proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion
or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial non-economic
remedies or punitive damages may be sought. Adverse outcomes may result in significant monetary damages or injunctive relief that could
adversely affect our ability to conduct our business.

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

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

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

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

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

 We
have not yet generated significant revenues from our present operations and may not do so for an indefinite period of time. Our future
revenues and profitability depend upon our ability to successfully implement a growth strategy. There can be no assurance given that
we will be successful in executing our growth strategy, and even if we achieve our strategic plan, that we will realize, in full or in
part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse
effect on our business, financial condition, and results of operations. Acquisitions may require greater than anticipated investment
of operational and financial resources. Acquisitions and related growth may also require the integration of different services, assimilation
of new employees, diversion of management and IT resources, increases in administrative costs and other additional costs associated with
any debt or equity financings undertaken in connection with such acquisitions. We may not be able to effectively manage this expansion
in any one or more of these areas, and any failure to do so could significantly harm our business, financial condition, and results of
operations. We cannot assure you that any acquisition we undertake will be successful. Future growth will also place additional demands
on our resources and may require us to hire and train additional employees. We will need to expand and acquire systems and infrastructure
to accommodate our planned operations. The failure to implement our plan of operations and manage any future growth effectively will
materially and adversely affect our business.

 Risks
Related to our Financial Condition

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

 We
have a history of losses. We have nominal revenues from our operations. The Report of our Independent Registered Public Accounting Firm
issued in connection with our audited financial statements for the calendar year ended December 31, 2024 and 2023, expressed substantial
doubt about our ability to continue as a going concern, since we have had recurring operating losses and our lack of liquidity and working
capital. The Company's continuance is dependent on raising capital and generating revenues sufficient to sustain operations. We
have generated only minimal revenues from our present business plan. If we generate revenue more slowly than we anticipate, or if our
operating expenses are higher than we expect, we may not be able to pay our operating expenses or achieve profitability and our financial
condition could suffer. Whether we can achieve cash flow levels sufficient to support our operations cannot be accurately predicted.
Unless such cash flow levels are achieved, we will need to borrow additional funds or sell debt or equity securities, or some combination
thereof, to obtain funding for our operations. Such additional funding may not be available on commercially reasonable terms, or at all.

 We
will need additional capital to implement and fund our operations.

 The
extent of our capital needs will depend on numerous factors, including (i) the availability and terms of any financing available to us;(ii)
the success of our newly established business plan; (iii) the level of our investment in research and development; (iv) the amount of
our capital expenditures, including acquisitions; and (v) regulations applicable to our operations. We cannot assure you that we will
be able to obtain capital in the future to meet our needs. Even if we do find a source of additional capital, we may not be able to negotiate
terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise
materially and adversely affect the holdings or rights of our existing stockholders. In addition, new equity or convertible debt securities
issued by us to obtain financing could have rights, preferences, and privileges senior to our Common Stock. We cannot give you any assurance
that any additional financing will be available to us, or if available, will be on terms favorable to us.

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

we currently have no significant revenue and limited cash on hand, we must seek funds for our operational plans. If we incur additional
indebtedness in the future, a portion of the cash flow we generate, if any, will be dedicated to the payment of principal and interest
on outstanding indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair our operating flexibility.
Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants.
A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of
such lender which would be senior to the rights of our stockholders. A judgment creditor would have the right to foreclose on our limited
assets resulting in a material adverse effect on our business, operating results, and financial condition.

 We
have identified weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated,
or that additional material weaknesses will not occur in the future.

 As
a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements
of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities
more difficult, time consuming and costly, and place significant strain on our personnel, systems, and resources.

 The
Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control
over financial reporting.

 We
do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are
continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to
be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods
specified in SEC rules and forms. Our management is responsible for establishing and maintaining adequate internal control over our financial
reporting, as defined in Rule 13a-15(f) under the Exchange Act.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.

 We
have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of our financial statements will not be prevented or detected on a timely basis. The material weaknesses identified to date include (i)
lack of segregation of duties and (ii) lack of sufficient resources to ensure that information required to be disclosed by us in the
reports that we file or submit to the SEC are recorded, processed, summarized, and reported, within the time periods specified in the
SEC's rules and forms. As such, our internal controls over financial reporting were not designed or operating effectively.

 We
will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding
our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify
or avoid material weaknesses in the future.

 We
have not yet retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation to
devise and implement effective disclosure controls and procedures, or internal controls. We will be required to expend time and resources
hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure
you that management will be successful in locating and retaining appropriate candidates; that newly engaged staff or outside consultants
will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future; or that appropriate
candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business. Our ability
to retain staff with appropriate experience in GAAP presentation will also be dependent upon the revenue we generate from operations
and our ability to raise sufficient funding. We believe that the material weaknesses as reported will eventually be fully remediated,
upon being properly capitalized to hire the proper personnel for segregation of duties and SEC and GAAP accounting knowledge.

 Our
current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further,
weaknesses in our disclosure controls or our internal controls over financial reporting may be discovered in the future. Any failure
to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating
results, or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior
periods. Any failure to implement and maintain effective internal controls over financial reporting could also adversely affect the results
of management reports and independent registered public accounting firm audits of our internal controls over financial reporting that
we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and
procedures, and ineffective internal controls over financial reporting could cause investors to lose confidence in our reported financial
and other information, which would likely have a negative effect on the market price of our Common Stock.

 Our
independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting
until after we are no longer a "smaller reporting company" as defined in the Jumpstart Our Business Startups (JOBS) Act of
2012. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied
with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain
effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business
and operating results and cause a decline in the market price of our Common Stock.

 Our
operating results and liquidity needs could be negatively affected by market fluctuations and the economic downturn.

 Our
operating results and liquidity could be negatively affected by economic conditions generally, both in the United States and elsewhere
around the world. Domestic and international equity and debt markets have experienced and may continue to experience heightened volatility
and turmoil based on domestic and international economic conditions and concerns. In the event these economic conditions and concerns
continue or worsen, and the markets continue to remain volatile, our operating results and liquidity could be adversely affected by those
factors in many ways, including weakening demand for certain of our services and making it more difficult for us to raise funds if necessary,
and our stock price may decline.

 In
addition, the global macroeconomic environment could be negatively affected by, among other things, a resurgence of COVID-19 or other
pandemics or epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries,
instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal
of the United Kingdom from the European Union, the Russian invasion of Ukraine, the war in the Middle East and other political tensions,
and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local
economies and in global financial markets. We are actively monitoring the effects these disruptions and increasing inflation could have
on our operations. These conditions make it extremely difficult for us to accurately forecast and plan future business activities.

 Settlements
with various leaseholders and vendors have created obligations that may hinder our ability to finance future operations

 As
a result of obligations to leaseholders and construction-related vendors we now have settlement agreements and consent judgements in
the total amount of approximately $2.7 million. These obligations bear interest at various rates according to the local law in addition
to the face amounts owed. The existence of these obligations may inhibit our ability to attain further financing.

 Risks
Related to Government Regulation

 Privacy
concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data transfer restrictions and other domestic
regulations may limit the use and adoption of our services and adversely affect our business.

 Regulation
related to the provision of services over the Internet is evolving, as federal and state governments continue to adopt new, or modify
existing, laws and regulations addressing data privacy, cybersecurity, data protection, data collection, processing, storage, hosting,
transfer and use of data, generally. Data privacy laws, such as the California Consumer Privacy Act ("CCPA") as amended by
the California Privacy Rights Act ("CPRA"), and laws that have recently passed and/or gone into effect in many other states
similarly impose new obligations on us and many of our customers, potentially as both businesses and service providers. These laws continue
to evolve, and as various jurisdictions introduce similar proposals, we and our customers could be exposed to additional regulatory burdens.

 In
addition, various safe harbors have historically been provided to those who hosted content provided by others, such as safe harbors from
monetary damages for copyright infringement arising from copyrighted content provided by customers and others and for defamation and
other torts arising from information provided by customers and others. There is an increasing demand for repealing or limiting these
safe harbors by either judicial decision or legislation, and we have active legal proceedings that have been impacted by the repeal or
limiting of safe harbors that were previously available to us. Loss of these safe harbors may require altering or limiting some of our
services or may require additional contractual terms to avoid liabilities for our customers' misconduct.

 These laws may require us to make additional changes
to our practices and services to enable us or our customers to meet the new legal requirements and may also increase our potential liability
exposure through new or higher potential penalties for noncompliance, including as a result of penalties, fines and lawsuits related
to data breaches. Furthermore, privacy laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions.
These and other requirements are causing increased scrutiny among customers and may be perceived differently from customer to customer.
These developments could reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our
ability to store, transfer and process data or, in some cases, impact our ability or our customers' ability to offer our services
in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from customer data globally.

 The
costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our
services, reduce overall demand for our services, make it more difficult to meet expectations from our commitments to customers and our
customers' customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the
pace at which we close sales transactions, in particular where customers request specific warranties and unlimited indemnity for noncompliance
with privacy laws, any of which could harm our business.

 Furthermore, the uncertain and shifting regulatory
environment and trust climate may raise concerns regarding data privacy and cybersecurity, which may cause our customers or our customers'
customers to resist providing the data necessary to allow our customers to use our services effectively. In addition, new products we
develop or acquire in connection with changing events may expose us to liability or regulatory risk. Even the perception that the privacy
and security of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of
our products or services and could limit adoption of our cloud-based solutions.

 Industry-specific
regulations and other requirements and standards are evolving, and unfavorable industry-specific laws, regulations, interpretive positions
or standards could harm our business.

 Our
customers and potential customers could conduct business in a variety of industries, including financial services, the public sector,
healthcare and telecommunications. Regulators in certain industries have adopted and may in the future adopt regulations or interpretive
positions regarding the use of cloud computing, AI services and other outsourced services. The costs of compliance with, and other burdens
imposed by, industry-specific laws, regulations and interpretive positions may limit our customers' use and adoption of our services
and reduce overall demand for our services. Compliance with these regulations may also require us to devote greater resources to support
certain customers, which may increase costs and lengthen sales cycles. In the United States, a cybersecurity Executive Order released
in May 2021 may heighten future compliance and incident reporting standards in order to obtain certain public sector contracts. If we
are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our services
where required, our business may be harmed

 Further,
in some cases, industry-specific, regionally specific or product-specific laws, regulations or interpretive positions may impact our
ability, as well as the ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer and share
personal and other information that is integral to certain services we provide. The interpretation of many of these statutes, regulations
and rulings is evolving in the courts and administrative agencies and an inability to comply may have an adverse impact on our business
and results. This impact may be particularly acute in countries that have passed or are considering passing legislation that requires
data to remain localized "in country," as this may impose financial costs on companies required to store data in jurisdictions
not of their choosing and to use nonstandard operational processes that add complexity and are difficult and costly to integrate with
global processes.

 Further,
countries are applying their data and consumer protection laws to AI, and particularly generative AI, and/or are considering legal frameworks
on AI. Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business.

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

 If
there are changes in laws, regulations, or administrative or judicial interpretations, we may have to change our future business practices,
or our business practices could be challenged as unlawful, which could have a material adverse effect on our business, financial condition,
and results of operations.

 Risks
Related to Acquisitions

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

 While
we intend that any acquisitions that we consummate will typically be structured as asset purchase agreements in which we attempt to limit
our risk and exposure relative to the respective sellers' liabilities, we cannot guarantee that we will be successful in avoiding
all liability. Creditors may seek to hold us accountable for seller debt and customers and for seller breaches of contract prior to our
transactions. Occasionally, disaffected shareholders may attempt to interfere with our business acquisitions. We will attempt to minimize
all of these risks through thorough due diligence, negotiating indemnities and holdbacks, obtaining relevant representations from sellers,
and leveraging experienced professionals when appropriate; however, there can be no assurance that we will be able to mitigate all risks.

 We
may be unable to implement our strategy of acquiring companies.

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

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

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

 We
face risks arising from acquisitions that we pursue in the future.

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

 Risks
Related to Our Management

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

 Our
executive officer, directors as well as certain other key shareholders are the owners of approximately 50% of the voting shares of the
Company as of December 31, 2024 as a result of their ownership of our Series X Cumulative Redeemable Perpetual Preferred Stock (the "Series
X Preferred Stock"), and Common Stock. The Series X Preferred stock votes with our outstanding shares of Common Stock at the rate
of 400 votes for each share owned, one (1) vote for each common holder. As such, our board can determine the outcome of all matters submitted
to our stockholders for approval, including the election of directors. Our management's control of our voting securities may make
it impossible to complete some corporate transactions without its support and may prevent a change in our control. In addition, this
ownership could discourage the acquisition of our Common Stock by potential investors and could have an anti-takeover effect, possibly
depressing the trading price of our Common Stock.

 Risks
Relating to Ownership of our Stock

eligible for future sale may have an adverse effect on our share price.

 Sales
of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our
shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes.
We are not required to offer any such shares to existing shareholders on a preemptive basis. Therefore, it may not be possible for existing
shareholders to participate in such future share issuances, which may dilute the existing shareholders' interests in us.

 We
do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

 We currently intend to retain all our future earnings
to finance the growth and development of our business, and therefore, we do not anticipate paying any cash dividends on our Common Stock
in the foreseeable future. We believe it is likely that our Board will continue to conclude that it is in our best interests to retain
all earnings (if any) for the development of our business. In addition, the terms of any future debt agreements may preclude us from
paying dividends. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable
future.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.

 The trading market for our Common Stock will depend
in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts
do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company,
the trading price for our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage,
if one or more of the analysts who cover us downgrades our stock or publishes inaccurate or unfavorable research about our business,
our stock price may decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
demand for our stock could decrease, which might cause our stock price and trading volume to decline.

 Our
stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our
Common Stock could incur substantial losses.

 Our stock price has fluctuated in the past, has
recently been volatile and may be volatile in the future. On December 13, 2024, the reported closing price of our Common Stock was $0.40,
while on March 21, 2025, the reported closing sales price was $.59. For comparison purposes during the last 52 weeks prior to December
13, 2024, our stock price had a low closing price of $.02 and a high closing price of $1.00. We may incur rapid and substantial decreases
in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. In addition, sales of substantial
amounts of our Common Stock, or the perception that such sales might occur, could adversely affect the prevailing market prices of our
Common Stock and Warrants and our stock price may decline substantially in a short period of time. As a result, our stockholders could
suffer losses or be unable to liquidate holdings. As a result of this volatility, investors may experience losses on their investment
in our Common Stock. The market price for our Common Stock may be influenced by many factors, including the ones discussed in this section
titled "Risk Factors".

 Our
Common Stock has often been thinly traded, so investors may be unable to sell at or near ask prices or at all if investors need to sell
shares to raise money or otherwise desire to liquidate their shares.

 To
date, there have been many days on which limited trading of our Common Stock took place. We cannot predict the extent to which investors'
interests will lead to an active trading market for our Common Stock or whether the market price of our Common Stock will be volatile.
If an active trading market does not develop, investors may have difficulty selling our Common Stock. We are likely to be too small to
attract the interest of many brokerage firms and analysts. We cannot give investors any assurance that an active public trading market
for our Common Stock will develop or be sustained. The market price of our Common Stock could be subject to wide fluctuations in response
to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of
our Common Stock, including "short" sales, the operating and stock price performance of other companies that investors may
deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult
for a third party to acquire us and could depress our stock price.

 In
general, our Board may issue, without a vote of our shareholders, one or more additional series of preferred stock that may have such
voting powers, full, enhanced or limited, or no voting powers, and such preferences and relative, participating, optional, or other special
rights and such qualifications, limitations, or restrictions thereof as adopted by the Board, which may include enhanced dividend rights,
rights of redemption, sinking funds to pay dividends, liquidation, and other rights that would be different than, and preferential to,
the rights of the Common Stockholders, although our ability to designate and issue preferred stock is currently restricted by covenants
in the Certificate of Designation for the Series A Amortizing Convertible Preferred Stock. Without these restrictions, our Board could
issue preferred stock to investors who support us and our management and give effective control of our business to our management. Additionally,
issuance of preferred stock could block an acquisition resulting in both a drop in our stock price and a decline in interest of our Common
Stock. This could make it more difficult for shareholders to sell their Common Stock. This could also cause the market price of our Common
Stock to drop significantly, even if our business is performing well.

 Risks
Related to Debt Restructuring

 Redemption
of all shares of Series A Preferred Stock into Common Stock may lead to severe dilution of our existing shares.

 The Series A Preferred Shares are subject to redemption
by the Company, either in the form of cash or Common Stock, beginning January 1, 2025, at a rate of 1/36 of the total outstanding Series
A Preferred Shares, over the following three years. The Common Stock redemption shall be at a 10% discount to the average of the five
lowest closing prices over a 30-trading day period. The last sale price of our Common Stock on March 21, 2025, in the OTC Market was
$0.59. The total value of the Series A Preferred Stock is $13,323,459. If the Company redeems all of the shares of Series A Preferred
Stock at a rate of $0.36 per share prior to their mandatory conversion into Common Stock (which occurs at a rate of $4.00 per share),
the Company will have issued an aggregate of 33.3 million shares of Common Stock at the end of the three-year period, which could cause
a dilution of over 70% to our existing shareholders.

 Resales
of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock
to fall.

 We
are registering Common Stock issuable in connection with the Restructuring of obligations including all debts, notes, accounts payable,
and certain of its previously issued preferred shares. Sales of large blocks of our Common Stock could depress the price of our Common
Stock. The existence of these shares and shares of Common Stock that may be issuable upon conversion or exercise, as applicable, of outstanding
shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an "overhang" which
can act as a depressant to the price of our Common Stock. The existence of an overhang, whether sales have occurred or are occurring,
also could make our ability to raise additional financing through the sale of equity or equity-linked securities more difficult in the
future at a time and price that we deem reasonable or appropriate. If our existing shareholders and investors seek to convert or exercise
such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the
market price of our Common Stock. In addition, the shares of our Common Stock sold in the offering will be freely tradable without restriction
or further registration under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the
public market following this offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing
to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered
Common Stock and sellers remain willing to sell our Common Stock.

 Investors
who buy shares at different times will likely pay different prices.

 Investors
who purchase shares in this offering at different times will likely pay different prices and so may experience different levels of dilution
and different outcomes in their investment results. Moreover, the Common Stock issued or issuable in connection with the Restructuring
(as defined below) was at a significant premium to the then market price of the Common Stock and is derived, in substantial part, from
a good faith estimate of the future value of Common Stock of the Company, which may never appreciate at our predicted levels, or worse,
may plummet compared to the current stock price. If the Common Stock is sold to the investors in this offering at a similar premium,
there is no guarantee that the value of our Common Stock will increase. The sale price may not accurately reflect the value of our Common
Stock and may not be realized upon any subsequent disposition of the same.

 Risks
Related to Cybersecurity

 If
our information technology systems or data, or those of third parties upon which we rely, are or were compromised, or are perceived to
have been compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions; litigation;
fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales;
and other adverse consequences.

 In
the ordinary course of our business, we and the third parties upon which we rely, may collect, receive, store, use, transmit, disclose,
transfer, disclose, make accessible, protect, secure, dispose of, transmit, share, or otherwise process proprietary, confidential, and
sensitive data, including personal data (such as health-related data regarding clinical trial subjects), intellectual property, and trade
secrets.

 Cyberattacks,
malicious internet-based activity, and online and offline fraud and other similar activities threaten the confidentiality, integrity,
and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely.
Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including
traditional computer "hackers," threat actors, "hacktivists," organized criminal threat actors, personnel (such
as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. Some actors now engage and are expected
to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction
with military conflicts and defense activities. During times of war and other major conflicts, we, the third parties upon which we rely,
may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems
and operations, supply chain, and ability to produce, sell and distribute our goods and services. We and the third parties upon which
we rely may be subject to a variety of threats, including, but not limited to, malicious code (such as viruses and worms), social engineering
attacks (including through phishing attacks), malware (including as a result of advanced persistent threat intrusions), denial of service
attacks (such as credential stuffing), credential harvesting, software bugs, server malfunctions, software or hardware failures, unauthorized
access, natural disasters, fire, terrorism, successful breaches, personnel misconduct or error, or human or technological error, war
and telecommunication and electrical failures.

 In particular, severe ransomware attacks are becoming
increasingly prevalent and severe, and can lead to significant interruptions in our operations, loss of sensitive data, reputational
harm, and diversion of funds. Extortion payments may alleviate some of the negative impact of a ransomware attack, but we may be unwilling
or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Additionally, the COVID-19
pandemic poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network
connections outside our premises. Future or past business transactions (such as acquisitions or integrations) could expose us to additional
cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated
entities' systems and technologies. Furthermore, we may discover security issues that were not found due diligence of such acquired
or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

 We
may rely on third parties (such as service providers and technologies) to process sensitive information in a variety of contexts, including
without limitation third-party providers of cloud-based infrastructure, encryption and authentication technology, employee email, and
other functions. Our ability to monitor these third parties' cybersecurity practices is limited, and these third parties may not
have adequate information security measures in place. If our third-party service providers experience a security incident or other interruption,
we could experience adverse consequences. While we may be entitled to damages if our third-party service providers fail to satisfy their
privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such
award. In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties'
infrastructure in our supply chain or our third-party partners' supply chains have not been compromised. Any of the previously
identified or similar threats could cause a security incident or other incident during which our information technology systems or data
could be compromised, which could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration,
encryption, disclosure of, or access to our data; it could also disrupt our ability (and that of third parties upon which we rely) to
operate our business.

 We
may expend significant resources or modify our business activities in an effort to protect against the compromise of our information
technology systems and data. Further, certain data privacy and security obligations may require us to implement and maintain specific
security measures, industry standard or reasonable security measures to protect our information technology systems and data.

 If
we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may
experience adverse consequences, including: government enforcement actions (for example, investigations, fines, penalties, audits, and
inspections); additional reporting requirements and/or oversight; restrictions on processing data (including personal data); litigation
(including class actions); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions
in our operations (including availability of data); financial loss; and other similar harms. Additionally, applicable data privacy and
security obligations may require us to notify relevant stakeholders; such disclosures are costly, and the disclosures or the failure
to comply with such requirements could lead to adverse consequences.

 We
face the risk of unauthorized access to or breaches of our information systems.

threats are constantly evolving, making it challenging to predict, prevent, or mitigate all potential attacks. Advanced persistent threats,
ransomware, and other sophisticated attacks could impair our ability to operate efficiently and securely. We face the risk of unauthorized
access to or breaches of our information systems that could result in the misappropriation of sensitive information, including customer,
employee, or proprietary data. These incidents could occur through malicious software, phishing attacks, or insider threats. While we
have implemented comprehensive cybersecurity measures, including firewalls, encryption, and employee training, no system is completely
secure. A successful attack could disrupt our operations, cause financial loss, damage our reputation, lead to regulatory penalties,
and erode customer trust.

 Operations
and Finances may be impacted by a cybersecurity breach of our information system.

 A
cybersecurity breach could lead to significant financial losses, regulatory penalties, reputational harm, and operational disruptions.
A significant cybersecurity event could result in the theft or destruction of our customer's intellectual property, disruption
of their operations, financial loss, severe reputational harm, and litigation expenses, which will adversely affect our financial condition.
An attack could result in temporary or long-term shutdowns of critical systems, causing revenue losses and increased operating costs
as we attempt to recover and restore normal operations. Cyber incidents may also result in diminished future cash flows, thereby requiring
consideration of impairment of certain assets including goodwill, customer-related intangible assets, trademarks, patents, capitalized
software or other long-lived assets associated with hardware or software, and inventory.

 We
face challenges in detection and response of cybersecurity breaches.

 Despite
our investments in cybersecurity measures, there is no assurance that our systems can effectively detect or respond to all cyber threats,
particularly those targeting undisclosed or newly discovered vulnerabilities.

 Market
and Industry Data

 This
Annual Report may contain market, industry and government data and forecasts that have been obtained from publicly available information,
various industry publications and other published industry sources. We have not independently verified the information and cannot make
any representation as to the accuracy or completeness of such information. None of the reports and other materials of third-party sources
referred to in this Annual Report were prepared for use in, or in connection with, this Annual Report.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

Risk Management and Strategy

 The
Company does not have its own cybersecurity policy but relies on the policies and procedures of its Contract Research Organizations (CROs)
and Software as a Service (SaaS) contractors that handle its data and software. We are committed to protecting the confidentiality, integrity,
and availability of our information assets and complying with applicable laws and regulations regarding cybersecurity.

Risks and Incidents

 The
Company faces various cybersecurity risks and threats that could potentially affect its operations, reputation, financial condition,
and competitive position. These risks and threats include, but are not limited to, unauthorized access, use, disclosure, modification,
or destruction of our data, systems, or networks; denial of service attacks; malware infections; phishing or social engineering attacks;
ransomware attacks; loss or theft of devices or media containing our data; human error or negligence; natural disasters; power outages;
or sabotage. Our data and systems may also be subject to cybersecurity breaches or incidents at its CROs, vendors, partners, or other
third parties that we interact with or rely on.

 We
have not experienced any material cybersecurity breaches or incidents to date, but we cannot guarantee that we will not suffer any such
breaches or incidents in the future. We may not be able to detect, prevent, or respond to all cybersecurity risks and threats in a timely
or effective manner. We may also incur significant costs and liabilities as a result of any cybersecurity breaches or incidents, such
as legal claims, regulatory fines, remediation expenses, reputational damage, loss of business opportunities, or competitive disadvantage.
We may also face litigation, investigations, or enforcement actions by governmental authorities, customers, shareholders, or other parties
arising from any cybersecurity breaches or incidents.

Policies and Procedures

 The Company does not have its own cybersecurity policy,
but it contracts with CROs that handle all of its data and software. Our CRO's data systems are 21 CFR 11 (Part 11) compliant,
which means that they have implemented controls to ensure the reliability and integrity of electronic records and signatures. Our CRO
also runs industry standard antivirus and antimalware software on their networks and has written procedures for cybersecurity management,
incident response, backup and recovery, and employee training. We have reviewed the cybersecurity policies and procedures of our CRO
and require them to report any cybersecurity breaches or incidents that may affect our data or systems.

 All
of the software that we use is Commercial Off the Shelf Software (COTS) and Microsoft, Dropbox, and Google cloud services. We do not
develop, modify, or customize any software for our own use. We rely on the cybersecurity measures and practices of our software and cloud
service providers and update our software and systems regularly to address any known vulnerabilities or issues. We also limit the access
and use of our software and cloud services to authorized personnel and encourage them to use strong passwords and multifactor authentication.
We do not store any sensitive or confidential data on our own devices or media but use password-protected cloud storage.

Oversight and Governance

 The
Company's management is responsible for overseeing and managing our cybersecurity risks and activities as part of its overall risk
assessment portfolio. Our management regularly evaluates and reviews the Company's cybersecurity posture and performance and reports
to the board of directors on any material cybersecurity matters or developments. Our management also coordinates with our CROs, vendors,
partners, and other third parties to ensure that they comply with our cybersecurity expectations and requirements and to address any
cybersecurity issues or concerns that may arise.

 The
Company's board of directors is responsible for overseeing and approving our cybersecurity strategy and policies. Our board of
directors receives updates from management on the Company's cybersecurity status and initiatives and provides guidance and feedback
on the cybersecurity goals and objectives. Our board of directors also monitors the Company's cybersecurity risks and exposures
and ensures that the company has adequate cybersecurity resources and capabilities to protect its data and systems.

 ITEM
2. PROPERTIES

 The
Company leases office space in Vero Beach, Florida for its headquarters operation at less than $100 per month.

 ITEM
3. LEGAL PROCEEDINGS

 The
Company has a number of legal situations involved with the winding down of its clinic business activities. These include claims regarding
certain construction contracts and cancellation of leases as noted below:

 LOCATION

 PROPERTY
 NAME

 ORIGINAL

 AMOUNT

 DATE
 OF AWARD

 RATE

 ACCRUED ON SETTLEMENT

 TOTAL
 SETTLEMENT OBLIGATION

 TYPE
 OF SETTLEMENT

 WAYZETTA,
 MN

 WAZETTA
 BAY

 $
 407,000

 $

 NA

 $

 CASH
 PAYMENT OBLIGATION

 EAGAN,
 MN

 VIKINGS

 $
 767,000

 $
 488,491

 12/7/2023

 %

 $
 52,195

 $
 540,686

 DEFAULT
 JUDGEMENT

 ST.
 LOUIS PARK, MN

 EXCELSIOR

 $
 673,000

 $
 425,350

 5/22/2024

 %

 $
 25,987

 $
 451,337

 DEFAULT
 JUDGEMENT

 ST.
 PAUL, MN

 CONTINENTAL

 $
 1,153,000

 $
 415,266

 1/22/2024

 %

 $
 39,169

 $
 454,775

 DEFAULT
 JUDGEMENT

 MAPLE
 GROVE, MN

 BUTTNICK

 $
 1,153,127

 $
 219,576

 10/3/2022

 %

 $
 49,200

 $
 268,200

 AGREEMENT

 DENVER,
 CO

 RADIANT

 $
 782,000

 $
 530,000

 $
 530,557

 DISMISSED

 DENVER,
 CO

 QUINCY

 $
 1,079,000

 $
 348,764

 11/14/2023

 %

 47,356

 $
 396,120

 DEFAULT
 JUDGEMENT

 TOTAL

 $
 6,014,127

 $
 2,452,447

 $
 213,907

 $
 2,666,675

 Quincy
Clinic a.k.a. 1776 Curtis

 On September 28, 2021, we entered into an agreement
to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has
been relinquished to the landlords. The initial lease term is 94 months. Fixed rent payments under the initial term are approximately
$1,079,000. A Final Judgment was granted on November 14, 2023, in the amount of $348,764 including interest, fees and other costs. The
Company has released the property back to the leaseholder. The owner of the property has filed before the same court, an action against
the Company (Case No. 2022 CV 33173, Division: 409, Consolidated with 2022CV33653) seeking to modify the final settlement for an additional
$900,000. We intend to vigorously defend the Company as our position is that there is no basis for this claim.

 Administrative
office

 On June 24, 2021, we entered into an agreement to
open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years. Fixed rent payments under the initial
term were approximately $244,000. We believe that there is no further obligation in this situation, but we do not have such documented
in writing at this time.

 Gardner
Debt for Equity Agreement and other obligations

 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 then upcoming amounts that would become 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 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
was $500,000, the Additional Costs were $294,912 and the conversion price was $12.50. As a result, 63,593 Restricted Shares were authorized
to be issued. The Company's Board of Directors approved the Agreement on January 5, 2022. Much of the amounts claimed by Gardner
have been resolved by the settlements with the various leaseholders where Gardner had filed liens. During 2021 and through 2022 a total
of $2,305,155 was paid by the Company directly to Gardner for their services. As of the date of this filing the Company is continuing
an effort to negotiate a settlement of any remaining obligations to this vendor.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT ' S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Trading
Market

 Our
Common Stock is quoted on the OTC Pink Market with the symbol "MITI."

 On March 21, 2024, the price of our Common Stock as reported on the
OTC was $0.59 and we have approximately 2,000 holders of record of our Common Stock, and approximately 7,000 shareholders including smaller
holders and those with restricted shares not currently in the market.

 DESCRIPTION
OF OUR CAPITAL STOCK

 General

 The
total number of shares of all classes of shares which we have authority to issue is 600,000,000 of which 500,000,000 shares are designated
as "Common Stock" with a par value of $0.01 per share, and 100,000,000 shares are designated as "preferred stock."

 As
of December 31, 2024, we had 9,762,258 issued and outstanding shares of Common Stock, 563,077 shares of our Series A Preferred Stock
issued or outstanding, 19,703 shares of our Series X Preferred Stock issued and outstanding and 25,000 shares of our Series D Preferred
Stock issued.

 DIVIDEND
POLICY

 We
have never declared or paid any cash dividends on our Common Stock. Under the Nevada law, we may declare and pay dividends on our capital
stock either out of our surplus, as defined in the relevant Nevada statutes, or if there is no such surplus, out of our net profits for
the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed
in accordance with the relevant Nevada statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise,
to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference
upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends upon any shares of
our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having
a preference upon the distribution of assets shall have been repaired. The Company does not intend to declare or pay any cash dividends
on its Common Stock in the foreseeable future. The holders of our Common Stock are entitled to receive only such dividends (cash or otherwise)
as may be declared by our Board of Directors.

A Preferred Stock

FY2024 we authorized the creation of up to 3,000,000 shares of a new Series A Preferred stock which has no voting rights, and pays no
dividends, but ranks superior to all other securities, except for the Series X Preferred stock which is pari parsu with the Series A
Preferred stock with regard to any liquidation of assets. As of the date of this filing there are 566,085 shares of Series A Preferred
stock issued and outstanding.

X Preferred Stock

 On December 31, 2019, we issued 26,227 shares of
our Series X Preferred stock in order to settle certain of the Company's obligations. The Series X Preferred shares have a liquidation
preference of $25.00 per share and will pay a 10% per year dividend based upon the liquidation value. The dividend may be paid in cash
or in the issuance of restricted Common Stock. If the Company chooses to pay the dividend in restricted Common Stock the number of shares
issued to fulfill the dividend payment shall be determined based on the stock price on the date of the 15 th of the month,
or the following trading day if it falls on a weekend. The Series X Preferred shares have 400 votes per share and votes with our Common
Stock. As of the date of this filing, the outstanding Series X Preferred shares were 19,703. From July 2023 through September 2024, with
consent of the holders, the Company used an $.80 share price in computing the number of shares to be issued to satisfy the dividend requirements,
even though the actual market price was substantially lower. Starting in October 2024 the Company returned to a policy of using the actual
market price in determining the number of shares to be issued in satisfaction of the dividends.

D Preferred Stock

 Each share of Series D Preferred Stock accrues dividends
on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value and to be paid within 15 days after the end of each
of our fiscal quarters. The Series D Preferred Stock shares rank senior to all other preferred stock of the Company except in relation
to the Company's Series X Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the
liquidation, dissolution and winding up of the Company. There is a single holder of the Series D Preferred shares at this time, with
an accrued value of approximately $30,000.

 Equity
Compensation Plans

 For
information on the Company's equity compensation plans, see "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters."

 Recent
Sales of Unregistered Shares

Stock Issuances in 2024

 Restricted
Common Stock Issuances

 A)
 FY2024 the Company issued a total of 99,403 shares of restricted common stock for the payment
 of the Series X Preferred stock dividends to the nine (9) holders. Amounts noted include
 shares issued for five (5) holders who subsequently cancelled their Series X Preferred shares.
 The issuances were as follows:

 a.

 Holder Crone received a total of 5,625 shares. Crone exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

 b.

 Holder DeLuca received a total of 6,759 shares. DeLuca exchanged his Preferred X shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

 c.
 Diamond, former CEO, received a total of 5,148 shares. Diamond exchanged his Preferred X
 shares as of September 28, 2024, for common stock using a $4.00 per share valuation;

 d.
 Riewold received a total of 2,813 shares. Riewold exchanged his Preferred X shares as of
 September 28, 2024, for common stock using a $4.00 per share valuation;

 e.
 Lightmas received a total of 7,594 shares. Lightmas exchanged his Preferred X shares as of
 September 28, 2024, for common stock using a $4.00 per share valuation;

 f.
 Mitchell, a member of the Board of Directors, received a total of 8,661 shares for dividend
 payments;

 g.
 Balencic, a member of the Board of Directors, received a total of 8,661 shares for dividend
 payments;

 h.
 Leath, a member of the Board of Directors, received a total of 8,661 shares for dividend
 payments;

 i.
 Anglo Irish Management LLC received a total of 45,122 shares for dividend payments.

 B)
 FY2024 the Company issued the following shares to the Directors in consideration for their
 contributions outside of their roles as a Director;

 a.

 For efforts through June 30, 2024, each of Leath, Balencic and Mitchell issued 100,000 shares of restricted stock each, a total of 300,000 shares in aggregate;

 b.

 For efforts from July through December 31, 2024, each of Leath, Balencic and Mitchell issued 150,000 shares of restricted stock each, a total of 450,000 shares in aggregate.

 C)
 The
 members of the Advisory Board each received 75,000 shares of restricted stock for their contribution
 over a 12-month period, a total of 525,000 shares, as follows:

 a.
 Advisor
 Wade received 75,000 shares; Advisor Plybon received 75,000 shares; Advisor McLoughlin received
 75,000 shares; Advisor Simon received 75,000 shares; Advisor Crawford received 75,000 shares;
 Advisor Clifton received 75,000 shares; Advisor M. Valania received 75,000 shares;

 D)
 A
 consultant, B. Valania, who is handling sales and marketing for the Company's Centcore
 subsidiary, received a total of 200,000 shares of restricted stock as consideration for his
 efforts;

 E)
 A.
 Lance, wife of the CEO Leath, received a total of 100,000 shares of restricted stock as a
 part of the consideration for her web site business acquired in FY2024;

 F)
 As
 a part of the FY2024 restructuring the following issuances of restricted stock were made
 to former executives of the Company, effective September 28, 2024:

 a.
 L.
 Diamond, former CEO, received 12,500 shares in exchange for the cancellation of his Series
 X Preferred shares, and 137,375 shares in exchange for cancellation of all other obligations
 and all outstanding warrants;

 b.
 M.
 Diamond, daughter of the former CEO, received 20,966 shares in exchange for cancellation
 of all obligations and any and all outstanding warrants;

 c.
 T.
 Brodmerkel, a former Director of the Company, received 5,212 shares in exchange for the cancellation
 of all obligations and any and all outstanding warrants;

 d.
 M.
 Howe, former CEO of the clinic subsidiary closed in FY2022, received 172,497 shares in exchange
 for cancellation of all other obligations and any and all outstanding warrants;

 e.
 F.
 Navqi, a former Director of the Company, received 4,500 in exchange for cancellation of all
 other obligations and any and all outstanding warrants;

 f.

 J. Inturregi, a former Director of the Company, received 13,864 shares in exchange for the cancellation of all other obligations and any and all outstanding warrants;

 g.
 A.
 Dobberlin, husband of a former officer of the Company, received 6,449 shares in exchange
 for cancellation of all other obligations and any and all outstanding warrants

 h.
 B.
 Case, a former officer of the clinic subsidiary closed in FY2022, received 30,802 shares
 in exchange for cancellation of all other obligations and any and all outstanding warrants

 G)
 As
 a part of the FY2024 restructuring the following issuances of restricted stock were made
 to current executives of the Company:

 a.
 J.
 Mitchell, a current Director of the Company, received 27,040 shares in consideration of the
 cancellation of all obligations to him prior to December 2023, including the cancellation
 of all warrants;

 b.
 M.
 Leath, a current Director of the Company, received 17,767 shares in consideration of the
 cancellation of all obligations to him prior to December 2023, including the cancellation
 of all warrants

 H)
 As
 a part of the FY2024 restructuring the following issuances of restricted stock were made
 to certain holders of obligations of the Company, effective September 28, 2024:

 a.
 R.
 Riewold received 12,500 shares in exchange for the cancellation of his Series X Preferred
 shares and cancellation of all other obligations and all outstanding warrants;

 b.
 F.
 Lightmas received 56,613 shares in exchange for the cancellation of his Series X Preferred
 shares and cancellation of all other obligations and all outstanding warrants;

 c.
 J.
 Crone received 18,025 shares in exchange for the cancellation of his Series X Preferred shares
 and cancellation of all other obligations and all outstanding warrants;

 d.
 Anson
 Investments received 617,020 shares in exchange for the cancellation of all obligations and
 all outstanding warrants;

 e.
 Anson
 East received 210,787 shares in exchange for the cancellation of all obligations and all

 f.
 Dragon
 Investments received 335,061 shares in exchange for the cancellation of all obligations and
 all outstanding warrants;

 g.
 Mackay
 Investments received 176,560 shares in exchange for the cancellation of all obligations,
 including that of its principal, and all outstanding warrants;

 h.
 Darling
 Investments received 111,075 shares in exchange for the cancellation of all obligations and
 all outstanding warrants;

 i.
 Anglo
 Irish Management LLC received 58,718 shares in exchange for the cancellation of all obligations
 and all outstanding warrants of one of its shareholders;

 j.

 The principals of Intereum, a vendor of the clinic operations, received 135,345 shares in exchange for the cancellation of all obligations and all outstanding warrants;

 k.
 J.
 Enright received 68,625 shares in exchange for the cancellation of all obligations and all

 l.
 C.
 Hagan received 617,020 shares in exchange for the cancellation of all obligations and all

 m.
 J.
 Caplan received 37,238 shares in exchange for the cancellation of all obligations and all

 n.
 S.
 Bridges received 36,646 shares in exchange for the cancellation of all obligations and all

 o.
 E.
 Nommsen received 22,565 shares in exchange for the cancellation of all obligations and all

 p.
 R.
 Eisenberg, and his advisors, received 18,000 shares in exchange for the cancellation of all
 obligations and all outstanding warrants;

 q.
 S.
 Goff received 12,409 shares in exchange for the cancellation of all obligations and all outstanding
 warrants;

 r.
 L.
 Lewis received 12,409 shares in exchange for the cancellation of all obligations and all

 s.
 Carter,
 Terry & Company received 11,573 shares in exchange for the cancellation of all obligations
 and all outstanding warrants;

 t.
 C.
 Schrier received 8,615 shares in exchange for the cancellation of all obligations and all

 u.
 J.
 Ramsdell received 6,500 shares in exchange for the cancellation of all obligations and all

 v.
 C.
 Schuler received 5,113 shares in exchange for the cancellation of all obligations and all

 w.
 Imeson
 Consulting received 2,500 shares in exchange for the cancellation of all obligations and
 all outstanding warrants;

 x.
 Exchange
 Listing, LLC 750 shares in exchange for the cancellation of all obligations and all outstanding
 warrants;

 ITEM
6. SELECTED FINANCIAL DATA

 Implications
of Being a Smaller Reporting Company

 We
are a "smaller reporting company" as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures
available to smaller reporting companies so long as the market value of our voting and non-voting Common Stock held by non-affiliates
is less than $250.0 million measured on the last business day of our most recently completed second fiscal quarter, or our annual revenue
is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates
is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter. To the extent we
take advantage of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies
difficult or impossible.

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

 The
following discussion and analysis should be read in conjunction with and is qualified in its entirety by and should be read together
with our financial statements and the related notes thereto appearing elsewhere in this filing. This discussion contains certain forward-looking
statements that involve risks and uncertainties, as described under the heading "Cautionary Note Regarding Forward-Looking
Statements." Actual results could differ materially from those projected in the forward-looking statements.

 Company
Overview

 Mitesco,
Inc. (the "Company," "we," "us," or "our") was formed in the state of Delaware on January
18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought
to acquire compounding pharmacy businesses. As a part of the restructuring, we shut down our former business line. On April 24, 2020,
we changed our name to Mitesco, Inc. In October 2023, the Company changed its domicile from Delaware to Nevada in order to effect reduced
costs.

 From
2020 through 2022, our operations were focused on establishing general practice medical clinics utilizing nurse practitioners under The
Good Clinic name and development and acquisition of telemedicine technology. We opened our first The Good Clinic in Minneapolis, Minnesota
in the first quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract.
In the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to
a lack of profitability. The financial results and obligations are now accounted for as "discontinued operations".

 Current
Business Operations

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

 In
June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC ("Centcore") that is providing
data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC ("VTV"), whose
aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.

 Centcore
has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes
referred to as "managed services offerings" or MSO, where the client moves the software licensed from various vendors, or
internally developed, into our data center where we maintain the computing, communications and backup environment. We currently offer
services through a "co-location" agreement with a data center based in Melbourne, Florida, which has relationships with eight
(8) other data centers worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly,
at minimal expense. Over time we expect to create similar situations with other data centers worldwide based on our clients' specific
needs.

 The
second focus involves hosting software applications developed by software vendors, from which they will sell the use of the software
by their end user clients on a "cloud" basis. By taking this approach, we gain the business of the vendor, and their clients,
perhaps allowing us to grow at a faster rate with lower cost of sales. We have developed the "Centcore Partner Program" where
we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business,
we will have provided a "value added service", and benefit from increased utilization of our computing resources by not only
the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the "technology
infrastructure" market doing design, engineering, construction and maintenance of significant systems. We desire to create "life
cycle" relationships as the design, construction and operational life of these systems includes document management and performance
modeling over years, often from 5 to 20 years.

 We have retained experienced professionals in
the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow
us to control our costs relative to business activity, without significant staffing internally. We have also formed an "Advisory
Board" where individuals with experience in business areas where we have interest have agreed to assist us, receiving a nominal
issuance of restricted common stock, in consideration of their advice.

 The
Vero Technology Ventures arm is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial
intelligence (A.I.) based application set (VTV) is currently involved with the formation of a new software development project aimed
at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud
computing based software. This initial effort dubbed "Robo Agent", is expected to be available for initial users in Q3 of
FY2025. Later versions may include similar functionality focused on other markets, generally in a "business to consumer"
(B2C) selling situation.

 There
are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which
the Company has in its Centcore Data Center.

 FY2024
Debt Restructuring

 From
FY2021 until late FY2022 the Company invested in an operating subsidiary, The Good Clinic, which was developing a series of primary care
healthcare facilities. In late FY2022, as a result of a lack of adequate revenues and limited funding, it ceased operations. As of June
30, 2024, the Company had over $30 million in senior securities, notes and accounts payable related to that discontinued operation. In
order to clear those obligations management began a restructuring which involved negotiations to reduce the overall debt, converting
certain accredited institutional investors into a newly created Series A Amortizing Preferred stock ("Series A Preferred"),
and all others into restricted common stock using a price per share of $4.00.

 As
of the date of this filing it has converted over $25 million of its obligations, representing over $20 million of its senior securities,
and over $2 million of notes and accounts payable, into 2,478,179 of restricted Common Stock, and 566,085 shares of Series A Preferred
stock. The Series A Preferred stock is held by six (6) accredited institutional investors, while over 40 holders of obligations of the
Company elected to receive common stock using the $4 per share valuation.

 Included
in the above totals, effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has
converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted
in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional investor. This extinguishes $580,132
of its short-term debt. As of the date of this filing all FY2024 bridge notes have been extinguished. Further, during January 2025 the
Company issued 4,000 shares of its Series A Preferred shares in consideration of an investment of $100,000 by three (3) of its institutional
investors.

 As
part of the restructuring, the Company agreed to register shares of Common Stock issued and to be issued to Series A Preferred Stockholders.

 Advisory
Board

 The
Board of Directors authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain
business areas under consideration by the Company. These positions are "non-executive" and as such are not governed by Section
16 of the Securities Act. The members of the advisory board do not have the authority to vote on matters brought to the Board of Directors
and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by
fiduciary duties and are not entitled to indemnification.

 The
compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common stock. The per share valuation
to be used shall be determined by the Board of Directors based on the market of the Company's common stock at the time of the appointment.
For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance of 75,000 shares of restricted common
stock to each participant. The members of the advisory board do not have the authority to vote on matters brought to the board of directors
and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by
fiduciary duties and are not entitled to indemnification.

 The
members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center
business development and data center systems software, and digital marketing as noted here:

 1)

 Kristen
 Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications. She is a
 licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations.

 2)

 Nathaniel
 Wade is a professional specializing in cybersecurity and enterprise IT operations for a number of well-known Fortune 1,000, Department
 of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of cybersecurity programs for
 public safety, national defense, and intelligence communication systems;

 3)

 Tom Simon, the owner of Synthos LLC, a Seattle-based provider of development
and support services specializing in GIS. Synthos' services include data procurement and analysis, and spatial and statistical
analysis using industry leading applications such as ESRI's Arc-Info and Trimble Navigation.

 4)

 Chris
 McLoughlin has spent his career in software and systems development and is an owner of Accucom Consulting, Inc., which specializes
 in network infrastructure, and Sentry RMS, which provides software to the public safety sector including various state and municipal
 law enforcement and fire agencies.

 5)

 Gabriel
 Crawford has over 20 years of experience in data center development from location selection through power distribution engineering
 and financial structuring including co-location, data center design, key account recruitment and multi-site data distribution.

 6)

 Jim
 Clifton is a seasoned Software Field Sales Director with over 20 years of experience in driving business growth through innovative
 go-to-market sales strategies focused on systems software, modern infrastructure, and data analytics and innovative implementation
 to improve productivity across corporations and workforces worldwide.

 7)

 Mr.
 Marty Valania is a senior executive whose career has focused on the use of digital marketing in support of the newspaper industry,
 for both businesses (B2B), and direct to consumer selling. He is focused on assisting the Company establish a digital marketing operation
 in support of both their internal needs, and as a service to third parties.

 Results
of Operations

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

 Comparison
of the Twelve Months ending December 31, 2024, and 2023.

 Revenues

 We
had revenues of $43,700 for the twelve months ended December 31, 2024, compared to $0 in the comparable period. The revenues were related
to our newly formed subsidiary Centcore, LLC, and include sale of remote backup, general business applications, engineering analysis
software and digital marketing related to our residential real estate software development effort.

 Operating
Expenses

 Our
total operating expenses for twelve months ended December 31, 2024, were $1,207,241. For the comparable period in 2023, the operating
expenses were $2,586,668. The decrease is the result of the winding down of the Company's clinic operations with The Good Clinic,
LLC subsidiary.

 Other
Income and Expenses

 Interest expense was $409,745 for the twelve months ended December
31, 2024, compared to $1,615,591 for the twelve months ended December 31, 2023. The decrease was a result of reduced debt balances in
the current period.

 Interest
expense – related parties was $28,474 for the twelve months ended December 31, 2024, compared to $109,502 in the prior period.
The decrease was a result of reduced debt balances in the current period.

the twelve months ended December 31, 2024, we recorded a gain on termination of operating lease of $869,690. There were no comparable
transactions in the prior period.

the twelve months ended December 31, 2023, we recorded equity investment incentives of approximately $7.6 million. There were no comparable
transactions in the current period.

 During the twelve months ended December 31, 2024, we recorded a gain
on settlement of debt of $515,964 compared to $25,000 for the twelve months ended December 31, 2023.

 During the twelve months ended December 31, 2024, we recorded a gain
on settlement of accounts payable of $2,289,283 compared to $185,487 for the twelve months ended December 31, 2023.

the twelve months ended December 31, 2023, we recorded a gain on sales of assets of $8,876. There were no comparable transactions in
the current period.

the twelve months ended December 31, 2023, we recorded a loss on settlement of true-up obligation of $119,370. There were no comparable
transactions in the current period.

the twelve months ended December 31, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in
the current period.

 During the twelve months ended December 31, 2024,
we recorded a loss of $4,585,124 on the revaluation of derivative liabilities under the default provision of certain securities, compared
to a loss on revaluation of derivative liabilities of $85,773 in the prior period.

 For
the twelve months ended December 31, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared
to a net loss available to common shareholders from discontinued operations of $1,368,991 for the twelve months ended December 31, 2023.

 For the twelve months ended December 31, 2024, we had an overall net
loss available to common shareholders of $2,842,256, compared to a net loss available to common shareholders of $15,052,144 for the twelve
months ended December 31, 2023.

 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 December 31, 2024, we had cash of approximately $3,400 compared to cash of
approximately $2,800 as of December 31, 2023. Our Company's recurring losses from operations and negative cash flows from operations
and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.

 Net cash used in operating activities was $514,409
for the twelve months ended December 31, 2024. This is the result of the winding down of the Company's clinic operations and establishing
the operations of the new Centcore business, along with SEC compliance, accounting and audit-related expenses. Cash used in operations
for the twelve months ended December 31, 2023, was $759,730, of which $698,611 was related to cash used in operating activities from discontinued
operations.

 Net
cash used in investing activities for the twelve months ended December 31, 2024, was $5,000 related to the purchase of the AgingTopic.
During the twelve months ended December 31, 2023, the Company had no investing activities.

 Net
cash provided by financing activities for the twelve months ended December 31, 2024, was $519,973, compared to $726,945 for the twelve
months ended December 31, 2023. Cash provided by financing activities was the result of cash proceeds from promissory notes of $548,000,
offset by the repayment of principal on the SBA loan in the amount of $28,027.

 At December 31, 2024, we had the following current liabilities which
are payable in cash: Accounts payable and accrued liabilities of $4.4 million; notes payable of $.5 million; notes payable to related
parties of $0.06 million; SBA Loan Payable of $0.4 million; property-related settlements of $2.7 million; accrued interest payable of
$0.4 million; accrued interest payable to related parties of $0.02 million; and other current liabilities of $0.1 million. We also have
the following liabilities which are payable in stock: derivative liabilities of $4.7 million, Series A Preferred Stock liability of $5.2
million, and preferred stock dividends payable to related parties of $0.01 million.

 We have agreements from four (4) of our institutional
investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities
Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within. Through December
31, 2024, the total amount loaned under 12-month, 10% interest simple notes were $548,000, with roughly $250,000 attributable to accounting
and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E
and communications. All amounts loaned through December 31, 2024, were converted into Series A preferred stock.

 In May 2024 we reached an agreement with the holders
of our Series F Preferred shares to waive all interest payments permanently beginning May 15, 2024. This creates a reduction in accrued
interest of over $200,000 per month. Similar adjustments with other holders of debt and interest paying equity are expected. As of December
31, 2024, all shares of the Series F Preferred stock have been cancelled in exchange for either restricted common stock, or the newly
created Series A Preferred stock.

 The
Company has relationships with a number of consultants who are assisting in the creation of the new business units. It is anticipated
that this approach will continue indefinitely as it does not desire to create the overhead associated with a large employment force.

 The
following table summarizes the status of our property-related settlements as noted above and the total settlement amounts as of the date
of the filing:

 LOCATION

 PROPERTY

 NAME

 ORIGINAL

 AMOUNT

 DATE
 OF

 AWARD

 RATE

 ACCRUED

 ON

 TOTAL

 TYPE
 OF

 WAYZETTA,
 MN

 WAZETTA BAY

 $
 407,000

 $

 NA

 $

 CASH PAYMENT OBLIGATION

 EAGAN,
 MN

 VIKINGS

 $
 767,000

 $
 488,491

 12/7/2023

 %

 $
 52,195

 $
 540,686

 ST.
 LOUIS PARK, MN

 EXCELSIOR

 $
 673,000

 $
 425,350

 5/22/2024

 %

 $
 25,987

 $
 451,337

 ST.
 PAUL, MN

 CONTINENTAL 560

 $
 1,153,000

 $
 415,266

 1/22/2024

 %

 $
 39,169

 $
 454,775

 MAPLE
 GROVE, MN

 BUTTNICK

 $
 1,153,127

 $
 219,576

 10/3/2022

 %

 $
 49,200

 $
 268,200

 SETTLEMENT AGREEMENT

 DENVER,
 CO

 RADIANT

 $
 782,000

 $
 530,000

 $
 530,557

 DISMISSED

 DENVER,
 CO

 QUINCY

 $
 1,079,000

 $
 348,764

 11/14/2023

 %

 47,356

 $
 396,120

 TOTAL

 $
 6,014,127

 $
 2,452,447

 $
 213,907

 $
 2,666,675

 SBA
Loan

March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various
forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic
Security Act ("CARES Act") and administered by the U.S. Small Business Administration (the "SBA"). On April 25,
2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $460,400,
and the Company received the full amount of the loan proceeds on May 4, 2020 (the "PPP Loan"). The PPP Loan bears interest
at the rate of 1% per year. During the year ended December 31, 2022, the Company accrued interest in the amount of $4,632.

 On
July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA. Pursuant to this payment plan, the Company
agreed to pay a minimum of $2,595 each month until the loan is paid in full in July 2028. The SBA confirmed the balance due on the loan,
including principal and interest, was $467,117. The Company will amortize the balance due on the loan including interest at the original
PPP loan rate of 1% per annum; a gain on the restructure of debt in the amount of $40,622 was recorded on this transaction during the
twelve months ended December 31, 2023, and the balance of the loan was recorded at the amount of $421,788 representing the net cash flows
discounted at 1%. During the twelve months ended December 31, 2023, the Company made principal payments of $11,555 on this loan; during
the twelve months ended December 31, 2023, the Company recorded interest in the amount of $5,719 on this loan. For the year ended December
31, 2024, the Company will have incurred $4,128 of interest for this loan and made payments of $28,027.

 Gardner
Debt for Equity Agreement and other obligations from discontinued clinic operations

 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 then upcoming amounts that would become 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 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 was $500,000, the Additional Costs were $294,912 and the conversion price was $12.50.
As a result, 63,593 Restricted Shares were authorized to be issued. The Company's Board of Directors approved the Agreement on
January 5, 2022. Much of the amounts claimed by Gardner have been resolved by the settlements with the various leaseholders where Gardner
had filed liens. During 2021 and through 2022 a total of $2,305,155 was paid by the Company directly to Gardner for their services. As
of the date of this filing the Company is continuing an effort to negotiate a settlement of any remaining obligations to this vendor.
Based on our current discussions with Gardner we have an obligation of $2.2 million represented in the financial statements which yet
to be resolved. We expect to ultimately resolve this through an equity issuance essentially in a form similar to others noted in our
2024 Restructuring Plan.

 Our financial statements as of December 31, 2024,
reflect total liabilities of over $13.7 million, including certain reserves for potential liabilities related to ceased operations related
largely to long term lease obligations and costs related to the construction of our facilities. A substantial amount of these liabilities
may be reversed on negotiations, and it is our goal to settle the remaining amounts with non-cash consideration as noted above.

 There
can be no assurance that all of these vendors will be willing to settle their obligations with the Company on the proposed terms, or
in amounts acceptable to the Company. We remain undercapitalized and until we have resolved most of these obligations it is unlikely
that we will be able to attract sufficient capital on reasonable terms to execute our business strategy. We remain committed to the resolution
of these outstanding items in a fair and timely manner.

 Critical
Accounting Policies

 We
believe that the accounting policies described below are critical to understanding our business, results of operations and financial
condition because they involve the use of more significant judgments and estimates in the preparation of our consolidated financial statements.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that
are highly uncertain at the time the estimate is made, and any changes in the assumptions used in making the accounting estimates that
are likely to occur could materially impact our consolidated financial statements.

Recognition

 The
Company follows the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
606, Revenue from Contracts with Customers (the "new revenue standard") to all contracts using the modified retrospective
method.

is recognized based on the following five step model:

 -

 Identification
 of the contract with a customer

 -

 Identification
 of the performance obligations in the contract

 -

 Determination
 of the transaction price

 -

 Allocation
 of the transaction price to the performance obligations in the contract

 -

 Recognition
 of revenue when, or as, the Company satisfies a performance obligation

 The
Company primarily earns revenue by providing generic data center services, which is aimed at hosting applications for a specific user,
sometimes referred to as "managed services offerings" or MSO, where the client moves the software licensed from various vendors,
or internally developed, into our data center where we maintain the computing, communications and backup environment. Data center service
revenue is recognized on a monthly basis as the services are provided.

 Stock-Based

 We recognize compensation costs to employees under
FASB ASC Topic 718, Compensation – Stock Compensation ("ASC 718"). Under FASB ASC 718, companies are required to measure
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 other than employees are recorded pursuant to the guidance contained in ASU 2018-07 ("ASU 2018-07"),
Improvements to Non-employee Share-Based Payment Accounting, which simplified the accounting for share-based payments granted to non-employees
for goods and services. Under the ASU 2018-07, most of the guidance on such payments to non-employees would be aligned with the requirements
for share-based payments granted to employees.

 Impairment
of Long-Lived Assets

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

 Off-Balance
Sheet Arrangements

 We have no off-balance sheet arrangements that have
or are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results
of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Implications
of Being a Smaller Reporting Company

 We
are a "smaller reporting company" as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures
available to smaller reporting companies so long as the market value of our voting and non-voting Common Stock held by non-affiliates
is less than $250.0 million measured on the last business day of our most recently completed second fiscal quarter, or our annual revenue
is less than $100.0 million during the most recently completed fiscal year and the market value of our Common Stock held by non-affiliates
is less than $700.0 million measured on the last business day of our most recently completed second fiscal quarter. To the extent we
take advantage of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies
difficult or impossible.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

 PAGE

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 6920)

 CONSOLIDATED BALANCE SHEETS

 CONSOLIDATED STATEMENTS OF OPERATIONS

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Stockholders of Mitesco, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Mitesco, Inc. (the "Company") as of December 31, 2024 and 2023,
and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the years in
the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and
2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity
with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Derivatives

 As
described in Note 10 and 12 to the Company's consolidated financial statements, when the Company issues debt that contains a conversion
feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative. If the conversion
feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates and records the fair value
of the derivative liability upon the date of issuance. The derivative liability is revalued at the end of each reporting period.

 We
identified the Company's application of the accounting for convertible notes as a critical audit matter. The principal
considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company's
judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor
judgment due to the nature and extent of audit evidence and effort required to address these matters.

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

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

 -
 Reviewed
 agreements for all relevant terms.

 -
 Tested
 management's identification and treatment of agreement terms.

 -
 Recalculated
 management's fair value of each conversion feature based on the terms in the agreements.

 -
 Assessed
 the terms and evaluated the appropriateness of management's application of their accounting
 policies, along with their use of estimates, in the determination of the amortization of
 the debt discount.

 -
 Reviewed
 the Company's specialist calculation of the fair value of the derivative liability, including the assumptions and inputs used,
 and engaged an independent specialist to assess the reasonableness of the Company's calculation and provide an independent
 expectation of the fair value.

 Astra
Audit & Advisory LLC

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

 Tampa, Florida

 March 31, 2025

INC.

BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash and cash equivalents

 $

 3,402

 $

 2,838

 Accounts receivable

 29,700

 -

 Prepaid expenses and other current assets

 4,968

 -

 Total current assets

 38,070

 2,838

 Intangible assets, net

 151,771

 -

 Total Assets

 $

 189,841

 $

 2,838

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities

 Accounts payable and accrued liabilities

 $

 4,167,061

 $

 7,838,112

 Accrued interest

 374,376

 348,821

 Accrued interest - related parties

 22,547

 61,792

 Derivative liabilities

 4,685,675

 Royalty payable

 150,000

 -

 Lease liability - operating leases, current

 99,477

 99,477

 Notes payable, net of discounts

 548,137

 945,429

 Notes payable - related parties, net of discounts

 64,044

 300,012

 SBA loan payable

 393,761

 421,788

 Other current liabilities

 96,136

 121,136

 Preferred stock dividends payable

 -

 1,551,833

 Preferred stock dividends payable - related parties

 14,439

 73,364

 Legal settlements

 2,666,675

 2,219,886

 Series A preferred stock liability, current

 5,160,815

 -

 Total current liabilities

 18,443,143

 14,134,595

 Series A preferred stock liability, non-current

 8,162,644

 -

 Total liabilities

 26,605,787

 14,134,595

 Commitments and contingencies (Note 17)

 Stockholders' equity (deficit)

 Preferred stock, $0.01 par value, 100,000,000 shares authorized; 10,000,000 shares designated Series D; 10,000 shares designated as Series E; 140,000 shares designated as Series F; and 27,324 shares designated Series X:

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

 2,500

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

 -

 -

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

 -

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

 Common stock, $ 0.01 par value, 500,000,000 shares authorized, 9,762,258 and 5,567,957 shares issued and outstanding as of December 31, 2024, and 2023, respectively

 97,623

 55,680

 Additional paid-in capital

 37,341,335

 47,856,444

 Accumulated deficit

 ( 63,855,351

)

 ( 62,046,824

)

 Total stockholders' equity (deficit)

 ( 26,415,946

)

 ( 14,131,757

)

 Total liabilities and stockholders' equity (deficit)

 $

 189,841

 $

 2,838

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

INC.

STATEMENTS OF OPERATIONS

 For the Years Ended

 2024

 2023

 $
 43,700

 $
 -

 Operating expenses:

 Cost of operations

 15,922

 -

 General and administrative

 1,191,319

 2,454,668

 Impairment of fixed assets

 -

 132,000

 Total operating expenses

 1,207,241

 2,586,668

 Net Operating Loss

 ( 1,163,541
)

 ( 2,586,668
)

 Other income (expense):

 Interest expense

 ( 409,745
)

 ( 1,615,591
)

 Interest expense - related parties

 ( 28,474
)

 ( 109,502
)

 Equity investment incentives

 -

 ( 7,644,077
)

 Financing costs

 -

 ( 18,617
)

 Loss on legal settlement

 -

 ( 18,759
)

 Loss on true-up shares

 -

 ( 119,370
)

 (Loss) Gain on settlement of accounts payable

 2,289,283

 185,487

 Gain on sale of assets

 -

 8,876

 Gain on conversion of notes into common stock

 515,964

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

 -

 ( 25,000
)

 Gain on settlement of operating leases

 869,690

 -

 Other Income

 -

 40,622

 Loss on revaluation of derivative liabilities

 ( 4,585,124
)

 ( 85,773
)

 Total other income (expense)

 ( 1,348,406
)

 ( 9,376,704
)

 Loss before provision for income taxes

)

 ( 11,963,372
)

 Provision for income taxes

 -

 -

 Net loss from continuing operations

 $
)

 $
 ( 11,963,372
)

 Net loss from discontinued operations

 -

 ( 1,368,991
)

 Net loss

)

 ( 13,332,363
)

 Preferred stock dividends

 ( 893,828
)

 ( 1,600,241
)

 Preferred stock dividends - related parties

 ( 139,901
)

 ( 119,540
)

 Deemed contribution

 703,420

 -

 Net loss available to common shareholders

 $
 ( 2,842,256
)

 $
 ( 15,052,144
)

 Net loss per share from continuing operations – basic

 $
 ( 0.42
)

 $
 ( 2.64
)

 Net loss per share from discontinued operations – basic

 0.00

 ( 0.26
)

 Net loss per share - basic and diluted - basic

 ( 0.42
)

 ( 2.91
)

 Net loss per share from continuing operations – diluted

 $
 ( 0.42
)

 $
 ( 2.64
)

 Net loss per share from discontinued operations – diluted

 0.00

 ( 0.26
)

 Net loss per share - basic and diluted - diluted

 ( 0.42
)

 ( 2.91
)

 Weighted average shares outstanding - basic

 6,733,863

 5,178,468

 Weighted average shares outstanding - diluted

 6,733,863

 5,178,468

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

INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (DEFICIT)

 FOR THE YEAR ENDED DECEMBER 31, 2024 and 2023

 Preferred Stock Series C

 Preferred Stock Series D

 Preferred Stock Series F

 Preferred Stock Series X

 Common Stock

 Additional
 Paid-in

 Common Stock

 Accumulated

 capital

 Subscribed

 Deficit

 Total

 Balance, December 31, 2022

 1,047,619

 $

 10,476

 3,100,000

 $

 31,000

 -

 $

 -

 24,227

 $

 4,630,372

 $

 46,305

 $

 29,452,514

 $

 36,575

 $

 ( 48,714,461

)

 $

 ( 19,137,349

)

 Shares issued for conversion of note payable

 -

 -

 -

 -

 -

 -

 -

 -

 57,138

 82,885

 -

 -

 83,456

 Shares issued as commission for fundraising

 -

 -

 -

 -

 -

 -

 -

 -

 2,952

 3,778

 -

 -

 3,808

 Shares issued for true-up agreement

 -

 -

 -

 -

 -

 -

 -

 -

 94,738

 118,423

 -

 -

 119,370

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

 -

 -

 -

 -

 -

 -

 -

 -

 181,606

 1,816

 3,632

 -

 -

 5,448

 Conversion of accounts payable to common stock

 -

 -

 -

 -

 -

 -

 -

 -

 247,776

 2,476

 77,027

 -

 -

 79,503

 Issuance of common stock to a service provider

 -

 -

 -

 -

 -

 -

 -

 -

 300,000

 3,000

 894,000

 -

 -

 897,000

 Shares issued pursuant to legal settlement

 -

 -

 -

 -

 -

 -

 -

 -

 22,174

 18,537

 -

 -

 18,759

 Shares issued previously subscribed

 -

 -

 -

 -

 -

 -

 -

 -

 2,926

 36,545

 ( 36,575

)

 -

 -

 Vesting of stock options issued to employees

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 3,732

 -

 -

 3,732

 Series A Dividends previously satisfied

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 10,967

 -

 -

 10,967

 Shares issued for Series X dividends

 -

 -

 -

 -

 -

 -

 -

 -

 28,275

 60,281

 -

 -

 60,564

 Shares issued for conversion of accounts payable

 -

 -

 -

 -

 -

 -

 -

 -

 146,212

 -

 -

 146,214

 Shares sold for cash, net of costs

 -

 -

 -

 -

 1,746

 -

 -

 -

 -

 1,583,483

 -

 -

 1,583,500

 Conversion of Series C Preferred Stock to Series F Preferred Stock

 ( 1,047,619

)

 ( 10,476

)

 -

 -

 2,289

 -

 -

 -

 -

 1,198,450

 -

 -

 1,187,996

 Conversion of Series D Preferred Stock to Series F Preferred Stock

 -

 -

 ( 2,350,000

)

 ( 23,500

)

 4,055

 -

 -

 -

 -

 1,610,965

 -

 -

 1,587,506

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

 -

 -

 ( 500,000

)

 ( 5,000

)

 -

 -

 -

 -

 159,899

 -

 -

 154,906

 Conversion of Debt to Series F Preferred Stock

 -

 -

 -

 -

 9,027

 -

 -

 -

 -

 9,523,088

 -

 -

 9,523,178

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

 -

 -

 -

 -

 2,138

 -

 -

 -

 -

 2,137,033

 -

 -

 2,137,055

 Forgiveness of related party loans for sale of assets

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 2,454,774

 2,454,774

 Preferred stock dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,719,781

)

 -

 -

 ( 1,719,781

)

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 13,332,363

)

 ( 13,332,363

)

 Balance, December 31, 2023

 -

 $

 -

 250,000

 $

 2,500

 20,057

 $

 24,227

 $

 5,567,957

 $

 55,680

 $

 47,856,444

 $

 -

 $

 ( 62,046,824

)

 $

 ( 14,131,757

)

 Shares issued for compensation

 -

 -

 -

 -

 -

 -

 -

 -

 1,575,000

 15,750

 506,266

 -

 -

 522,016

 Series X shares issued as compensation

 -

 -

 -

 -

 -

 -

 7,200

 -

 -

 179,928

 -

 -

 180,000

 Conversion of accounts payable to common stock

 -

 -

 -

 -

 -

 -

 -

 -

 237,349

 2,373

 59,955

 -

 -

 62,328

 Conversion of debt to common stock by a related party

 -

 -

 -

 -

 -

 -

 -

 -

 79,298

 362,067

 -

 -

 362,860

 Conversion of debt to common stock

 -

 -

 -

 -

 -

 -

 -

 -

 154,107

 1,541

 40,067

 -

 -

 41,608

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

 -

 -

 -

 -

 ( 8,333

)

 ( 84

)

 -

 -

 1,889,835

 18,899

 968,676

 -

 -

 987,491

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

 -

 -

 ( 100,000

)

 ( 1,000

)

 -

 -

 -

 -

 30,802

 100,857

 -

 -

 100,165

 Conversion of Series X Preferred Stock to common stock

 -

 -

 -

 -

 -

 -

 ( 11,724

)

 ( 117

)

 86,788

 ( 751

)

 -

 -

 -

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

 -

 -

 ( 125,000

)

 ( 1,250

)

 ( 11,724

)

 ( 117

)

 -

 -

 -

 -

 ( 11,853,882

)

 -

 703,420

 ( 11,151,829

)

 Preferred stock dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,033,729

)

 -

 -

 ( 1,033,729

)

 Shares issued for Series X dividends

 -

 -

 -

 -

 -

 -

 -

 -

 141,122

 1,411

 103,043

 -

 -

 104,454

 Release of true-up obligation on commitment shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Establishment of derivative liability of conversion feature upon default

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 100,551

)

 -

 -

 ( 100,551

)

 Net income

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2024

 -

 $

 -

 $

 -

 $

 -

 19,703

 $

 9,762,258

 $

 97,623

 $

 37,341,335

 $

 -

 $

 ( 63,855,351

)

 $

 ( 26,415,946

)

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

INC.

STATEMENTS OF CASH FLOWS

 For the Years

 Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss from continuing operations

 $
)

 $
 ( 11,963,372
)

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

 Impairment of assets

 -

 132,000

 Amortization of intangible assets

 3,229

 -

 Penalties on notes payable

 -

 1,027,778

 Conversion fees on notes payable

 -

 75,000

 Equity investment incentives

 -

 7,644,077

 Gain on settlement of operating leases

 ( 869,690
)

 -

 Loss on commitment shares

 -

 119,370

 Loss on conversion of accrued salary

 -

 Gain on settlement of notes payable

 ( 515,964
)

 ( 164,837
)

 (Gain) loss on revaluation of derivative liabilities

 4,585,124

 85,773

 (Gain) loss on settlement of accounts payable

 ( 2,289,283
)

 24,895

 Loss on legal settlement

 -

 18,759

 Amortization of discount on notes payable

 -

 32,011

 Amortization of discount on notes payable - related parties

 -

 19,587

 Share-based compensation

 702,016

 904,540

 Other income

 -

 ( 40,622
)

 Changes in assets and liabilities:

 Accounts receivable

 ( 29,700
)

 -

 Prepaid expenses and other current assets

 ( 4,968
)

 51,632

 Accounts payable and accrued liabilities

 195,578

 1,491,390

 Operating lease liability, net

 -

 ( 38,948
)

 Other current liabilities

 -

 Accrued interest

 187,215

 471,564

 Accrued interest - related parties

 33,981

 ( 1,716
)

 Net cash provided by operating activities – continuing operations

 ( 514,409
)

 ( 61,119
)

 Net cash used in operating activities – discontinued operations

 -

 ( 698,611
)

 Net cash used in operating activities

 ( 514,409
)

 ( 759,730
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Cash paid for acquisition of business

 ( 5,000
)

 -

 Net cash used in investing activities

 ( 5,000
)

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

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

 -

 738,500

 Principal payments on SBA Loan

 ( 28,027
)

 ( 11,555
)

 Proceeds from notes payable, net of discounts

 548,000

 -

 Net cash provided by financing activities

 519,973

 726,945

 Net change in cash and cash equivalents

 ( 32,785
)

 Cash and cash equivalents at beginning of period

 2,838

 35,623

 Cash and cash equivalents at end of period

 $
 3,402

 $
 2,838

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

INC.

STATEMENTS OF CASH FLOWS

 For the Years

 Ended

 2024

 2023

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Interest paid

 $
 4,128

 $
 -

 Income taxes paid

 $
 -

 $
 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Stock issued for common stock subscribed

 $
 -

 $
 36,575

 Preferred stock dividend

 $
 1,033,729

 $
 1,719,781

 Conversion of accounts payable to Series F Preferred Stock

 $
 -

 $
 146,214

 Conversion of Series C Preferred Stock to Series F Preferred Stock

 $
 -

 $
 1,198,472

 Conversion of Series D Preferred Stock to Series F Preferred Stock

 $
 -

 $
 1,611,006

 Conversion of accounts payable to common stock

 $
 62,328

 $
 79,503

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

 $
 -

 $
 159,906

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

 $
 -

 $
 9,523,178

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

 $
 -

 $
 2,137,055

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

 $
 -

 $
 5,448

 Conversion of notes payable and accrued interest to common stock

 $
 363,608

 $
 83,456

 Series A accrued dividends reclassified to APIC from prior transactions

 $
 -

 $
 10,967

 Shares issued for Series X dividends

 $
 104,454

 $
 60,564

 Forgiveness of notes for purchase of subsidiary assets

 $
 -

 $
 2,454,774

 Conversion of notes payable to common stock - related party

 $
 969,469

 $
 -

 (Decrease) Increase in capital expenditures included in accounts payable

 $
 987,575

 $
 -

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

 $
 101,165

 $
 -

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

 $

 $
 -

 Conversion of Series F and Series D preferred stock to Series A preferred stock

 $
 12,774,079

 $
 -

 Conversion of Notes Payable and accrued interest to Series A preferred stock

 $
 580,132

 $
 -

 Royalty payable issued for purchase of business

 $
 150,000

 $
 -

 Release of true-up obligation on commitment shares

 $

 $
 -

 Establishment of derivative liability of conversion feature upon default

 $
 100,551

 $
 -

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

INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1: Description of Business

 Company
Overview

 Mitesco,
Inc. (the "Company," "we," "us," or "our") was formed in the state of Delaware on January
18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought
to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a "spin out" of our former business
line. On April 24, 2020, we changed our name to Mitesco, Inc. In October 2023, the Company completed a move of its corporate status to
Nevada from Delaware in order to effect reduced costs.

 From
2020 through 2022, our operations were focused on establishing medical clinics utilizing Nurse Practitioners under The Good Clinic name
and development and acquisition of telemedicine technology. We opened our first The Good Clinic in Minneapolis, Minnesota in the first
quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract. In the
fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack
of profitability.

 We
are a holding company seeking to provide products, services and technology. We have a number of near-term opportunities that we hope
to pursue, assuming the capital markets make sufficient funding available at reasonable rates. During the first quarter of 2024 we recruited
a number of individuals to a newly formed Advisory Board, who might assist the Company in determining the viability of certain ventures
going forward. These individuals have a background in data center services, cyber and data security and software applications related
to infrastructure design, implementation and management including geographical information systems (GIS).

 In
June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC, who is providing data center services
including cloud computing and application hosting, and Vero Technology Ventures, LLC, whose aim is to seek investment and acquisition
opportunities, generally in the areas of cloud computing and data center related applications.

 Centcore
has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes
referred to as "managed services offerings" or MSO, where the client moves the software licensed from various vendors, or
internally developed, into our data center where we maintain the computing, communications and backup environment. The second focus involves
hosting application software developed by software vendors, from which they will sell the use of the software by their end user clients
on a "cloud" basis. By taking this approach, we hope to gain the business of the vendor, and their clients, perhaps allowing
us to grow at a faster rate with lower cost of sales. We have developed the "Centcore Partner Program" where we will help
promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business, we will
have provided a "value added service", and benefit from increased utilization of our computing resources by not only the
vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the "infrastructure"
market doing design, engineering, construction and maintenance of significant assets. We desire to create "life cycle" relationships
with both the design teams, and owners which may include private owners such as manufacturers and utilities, or publicly owned assets
for municipalities, states or federal governments, domestically and internationally.

 We
have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per
hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.

 Note
2: Going Concern

 As of December 31, 2024, the Company had cash
and cash equivalents of approximately $ 3,000, current liabilities of approximately $ 18.4 million, and has incurred significant losses
from the previous clinic operations. As previously noted, we made a strategic decision to reduce our capital needs by closing our entire
clinic operations in the fourth quarter of 2022 and releasing our entire staff, due to lack of profitability. The Company's activities
are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

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

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

 The
COVID-19 pandemic, decades-high inflation and concerns about an economic recession in the United States or other major markets has resulted
in, among other things, volatility in the capital markets that may have the effect of reducing the Company's ability to access
capital, which could in the future negatively affect the Company's liquidity. In addition, a recession or market correction due
to these factors could materially affect the Company's business and the value of its common stock.

 Note
3: Summary of Significant Accounting Policies

 Basis
of Presentation – The consolidated financial statements are prepared in conformity with accounting principles accepted in the
United States of America ("GAAP").

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

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

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

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

 Years

 Office equipment

 3 to 5

 Furniture & fixtures

 3 to 7

 Machinery & equipment

 3 to 10

 Leasehold improvements

 Term of lease

Recognition – The Company recognizes revenue in accordance with ASC 606 when it has satisfied the performance obligations under
an arrangement with the customer reflecting the terms and conditions under which products or services will be provided, the fee is fixed
or determinable, and collection of any related receivable is probable. ASC Topic 606, "Revenue from Contracts with Customers"
establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from
the entity's contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or
services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to
be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the
performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations
in the contract; and 5) recognize revenue as the performance obligation is satisfied.

 Our revenues generally relate to data center services.
Revenues are recorded during the period our obligations to provide services are satisfied. The Company's performance obligation
for its revenue stream is to provide the access to its data centers to the customer, and revenues associated with completed sales are
recognized at a point in time when they are provided to the customer. There is no significant financing component to the Company's
sales.

 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.

 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 a 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.

 Derivative
Financial Instruments - Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the
convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes
in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded
securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its
derivatives is the Monte Carlo Model. Valuations derived from this model are subject to ongoing internal and external verification and
review. The model uses market-sourced inputs such as interest rates and stock price volatilities.

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

 Per Share Data - Basic income (loss) per share is computed by dividing
net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net
loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options,
and convertible instruments. As of December 31, 2024, and 2023 the effect of 1,252 shares issuable upon conversions of the Series D preferred
shares, 11,969,780 shares issuable upon the conversion of convertible notes, and 54,434 shares issuable upon exercise of the outstanding
warrant and common stock options were anti-dilutive and not included in the computation of dilutive earnings per share.

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

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

 The Company accounts for uncertain tax positions
as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when
it is more likely than not (i.e., a likelihood of more than 50%) that the position would be sustained upon examination by tax authorities.
A recognized tax position is then measured at the largest amount of benefit that is greater than 50% of being realized upon ultimate
settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as components of interest expense and other expense, respectively, in arrival at pretax income or loss.
The Company does not have any interest and penalties accrued. The Company is no longer subject to U.S. federal, state, and local income
tax examinations for the years before 2012.

 Long-lived
Assets

 The
Company amortizes acquired definite-lived intangible assets over their estimated useful lives. Other indefinite-lived intangible assets
are not amortized but subject to annual impairment tests. In accordance with ASC 360 "Property Plant and Equipment,"
the Company reviews the carrying value of intangibles subject to amortization and long-lived assets for impairment throughout the year
or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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

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

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

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

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

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

 Segments

 The
Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company's
Chief Operating Decision Maker ("CODM") is its Chief Executive Officer. The CODM allocates resources and evaluates the performance
of the Company at the consolidated level using information about its revenues, gross profit, and income from operations. All significant
operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting
segment.

 Recent
Accounting Standards

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes ( Topic 740): Improvements to Income Tax Disclosures,
 which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024,
with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The
Company is currently evaluating the effect of this pronouncement on its disclosures.

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

 Note
4: Discontinued Operations

 In
the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a
lack of profitability. On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC,
a company organized by Michael C. Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $ 2.5 million.
ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which
a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete
the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criterion
was achieved on December 8, 2023. Additionally, the discontinued operations are comprised of the entirety of The Good Clinic, LLC. For
comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued
operations for all periods presented in the accompanying consolidated statements of net loss and comprehensive loss and the consolidated
balance sheets.

 The Company had no assets or liabilities classified
that were classified as part of discontinued operations as of December 31, 2024, or 2023.

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

 Year Ended

 2024

 2023

 $
 -

 $
 181,012

 Cost of goods sold

 -

 -

 Gross margin

 -

 181,012

 Selling, general, and administrative expenses

 -

 ( 1,166,120
)

 Impairment of assets

 -

 ( 2,211,462
)

 Other (income) expense:

 Interest expense

 -

 ( 306,032
)

 Gain on sale of assets

 -

 11,268

 Gain on settlement of accounts payable

 -

 81,263

 Gain on settlement of operating lease

 -

 2,041,080

 Loss from discontinued operations, net of tax

 $
 -

 $
 ( 1,368,991
)

 The
following information presents the major classes of line items constituting significant operating and investing cash flow activities
in the consolidated statements of cash flows relating to discontinued operations:

 Year Ended

 2024

 2023

 Depreciation expense

 $
 -

 $
 81,765

 Cash used for construction in progress and fixed assets

 $
 -

 $
 -

 Impairment of RTU assets

 $
 -

 $
 544,063

 Impairment of property and equipment

 $
 -

 $
 1,667,399

 Note
5: Business Acquisition

 On
December 6, 2024, the Company entered into an Exclusive Source Code License agreement (the "License Agreement") between AgingTopic,
LLC ("AgingTopic") and the Company where the Company has acquired, subject to certain payment milestones, the source code
and business activities of AgingTopic, which constitutes substantially all of AgingTopic's assets utilized in the creation of advertising
revenue from blog postings. The entity that owns the business and source code is controlled by Ms. Amy Lance, the wife of Mack Leath.
The agreement calls for a $ 5,000 cash payment upon execution, and certain royalty payments up to a maximum of $ 150,000, at which time
it becomes a fully paid-up license. The royalty payments are to be repaid at 30% of net collection up to the first $50,000 has been repaid,
after which the remaining $100,000 will be repaid based on 15% of net collections. After the payment of the $150,000 license fee, the
Company will then pay a commission of 2.5% of net collections until 36 months after the date of the agreement.

 This
acquisition closed on December 6, 2024. The acquisition of AgingTopic is being accounted for as a business combination under ASC 805.
The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list,
and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date. The
Company assigned the preliminary fair value of the consideration paid of $ 155,000 to domain name intangible assets that are amortized
over an estimated useful life of four years. AgingTopic had not yet generated revenues prior to the time of acquisition.

 Note
6: Intangible assets

 The following table represents the balances of intangible
assets as of December 31, 2024, and 2023;

2024

 2023

 Website Domains

 $

 155,000

 $

 -

 Total Intangible assets

 155,000

 -

 Accumulated Amortization – website domains

 ( 3,229

)

 -

 Net intangible assets

 $

 151,771

 $

 -

 On December 6, 2024, the Company closed on its acquisition
of the AgingTopic Business and allocated the entire $ 155,000 purchase price to domain name assets with an estimated life of 4 years.

 The following is an amortization analysis of the
annual amortization of intangible assets on a fiscal year basis as of December 31, 2024:

 For the year ended December 31,

 2025

 $
 38,750

 2026

 38,750

 2027

 38,750

 2028

 35,521

 2029 and Thereafter

 -

 Total remaining intangibles amortization

 151,771

 Note
7: Accounts Payable and Accrued Liabilities

 Accounts payable and accrued liabilities consisted
of the following at December 31, 2024, and 2023:

 2024

 2023

 Trade accounts payable

 $
 3,677,455

 $
 7,094,334

 Accrued payroll and payroll taxes

 489,606

 743,778

 Total accounts payable and accrued liabilities

 $
 4,167,061

 $
 7,838,112

 Note
8: Right to Use Assets and Lease Liabilities – Operating Leases

 The Company had operating leases for its clinics
for which the Company is currently in negotiations with the Lessors to settle the remaining amounts owed after closing the clinic facilities.
The Company's lease expense was entirely comprised of operating leases and is reported as a component of discontinued operations
as a result of the closing of the clinics and the subsequent sale of the assets. During the year ended December 31, 2023, the Company
recognized an impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

 Operating
lease liabilities are summarized below:

2024

2023

 Lease liability

 $

 99,477

 $

 99,477

 Less: current portion

 ( 99,477

)

 ( 99,477

)

 Lease liability, non-current

 $

 -

 $

 -

 As a result of closing the facilities, the Company
has made no further lease payments during the year ending December 31, 2024, and 2023. As of December 31, 2024, the Company has either
settled amounts owed or entered into default judgements for all leases except for the office lease. For all leases for which a legal
settlement has been entered into, all amounts have been reclassified to legal settlements as of December 31, 2024.

 As
of December 31, 2024, the Company has entered into settlement agreements for certain of our lease in the amount of $ 2,219,886 which is
recorded as Legal Settlements in the accompanying balance sheet. During the year ended December 31, 2024, the Company recorded
a gain of $ 869,690 as a result of a final settlement in addition to reclassifying certain accounts payable related to the leases to legal
settlements. As of December 31, 2024, the Company has total legal settlement agreements and related accrued interest in the amount of
$ 2,666,675 which is recorded as Legal Settlements in the accompanying balance sheet.

 Note
9: SBA Loan Payable

 PPP
Loan Conversion to SBA Loan

March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various
forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic
Security Act ("CARES Act") and administered by the U.S. Small Business Administration (the "SBA"). On April 25,
2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $ 460,400,
and the Company received the full amount of the loan proceeds on May 4, 2020 (the "PPP Loan"). The PPP Loan bears interest
at the rate of 1 % per year.

 On July 12, 2023, the Company received confirmation
of a payment plan arrangement from the SBA. Pursuant to this payment plan, the Company agreed to pay a minimum of $ 2,595 each month until
the loan is paid in full in July 2028. The SBA confirmed the balance due on the loan, including principal and interest, was $ 467,117.
The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum; a gain on restructuring
of debt in the amount of $ 40,622 was recorded on this transaction during the year ended December 31, 2023, and the balance of the loan
was recorded at the amount of $ 433,343 representing the net cash flows discounted at 1 %. During the years ended December 31, 2024, and
2023, the Company made principal payments of $ 28,027 and $ 11,555 on this loan and recorded interest in the amount of $ 4,128 and $ 5,719,
respectively. The balance as of December 31, 2024, was $ 393,761.

 Note
10: Notes Payable

 The following table summarizes the outstanding notes
payable as of December 31, 2024, and 2023, respectively:

2024

2023

 Kishon Note

 $
 431,666

 $
 431,666

 Finnegan Note 1

 51,765

 51,765

 Finnegan Note 2

 32,353

 32,353

 Schrier Note

 -

 25,882

 Nommsen Note

 -

 64,705

 Caplan Note

 -

 64,705

 Finnegan Note 3

 32,353

 32,353

 Lightmas Note

 -

 66,000

 Lewis Note

 -

 33,000

 Goff Note

 -

 33,000

 Hagan Note

 -

 110,000

 Total Notes Payable

 548,137

 945,429

 Current Portion

 548,137

 945,429

 Long-term portion

 $
 -

 $
 -

 Kishon
Note

 On
May 10, 2022, the Company entered into a Securities Purchase Agreement (the "Kishon Agreement") with Kishon Investments,
LLC ("Kishon") with respect to the sale and issuance to Kishon of: (i) an initial commitment fee in the amount of $ 159,259
in the form of 12,741 shares (the "Kishon Commitment Fee Shares") of the Company's Common Stock, (ii) a promissory
note in the aggregate principal amount of $277,777 (the "Kishon Note"), and (iii) Common Stock Purchase Warrants to purchase
 5,556 shares of the Company's common stock (the "Kishon Warrants"). Should Kishon receive net proceeds of less than
$159,259 from the sale of the Kishon Commitment Fee Shares, the Company will issue additional shares to Kishon or pay the shortfall amount
to Kishon in cash. The terms of the Kishon Agreement resulted in the Company recording a derivative liability in the initial amount of
$ 27,793.

 The
Kishon Note was issued in the principal amount of $ 277,777 for a purchase price of $ 250,000 resulting in an original issue discount of
$ 27,777. The Kishon Note has a due date of November 10, 2022, and bears interest at the rate of 10 % per year for the first six months
and 12 % thereafter. In the event of default as defined in the Kishon Note this rate will increase to 18 %, and the Kishon Note will become
convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date.
The Kishon Note entered default status on November 11, 2022. The Kishon Commitment Fee Shares and Kishon Warrants resulted in a discount
to the Kishon Note in the amount of $ 138,492.

 During the year ended December 31, 2023, a default
penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to the principal amount of the Kishon Note.
During the year ended December 31, 2024, as a result of the variable price of the conversion feature, the Company recorded an initial
derivative liability of $ 100,551 upon bifurcating the conversion feature pursuant to ASC815. See Note 12 to these financials for further
discussion.

 At December 31, 2023, principal and interest in the amount of $ 431,666
and $ 88,909, respectively, were due on the Kishon Note. At December 31, 2024, principal and interest in the amount of $ 431,666 and $ 166,823,
respectively, were due on the Kishon Note. This note was in default at December 31, 2024.

 Finnegan
Note 1

 On
May 23, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 47,059 to Jessica Finnegan (the "Finnegan Note
1"). Finnegan Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of
(i) November 20, 2022, as extended, or (ii) five (5) business days after the date on which the Company successfully lists its shares
of common stock on Nasdaq or NYSE. The purchase price of Finnegan Note 1 was $ 40,000; the amount payable at maturity will be $47,059
plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Finnegan Note 1, the principal
amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable
law and 18 %. Finnegan Note 1 entered default status on November 21, 2022, and the interest rate increased to 18%. The Finnegan Note 1
contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any
new security which Ms. Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, the Company
shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Finnegan Note 1. In
addition, Ms. Finnegan received five-year warrants to purchase 386 shares of common stock at a price of $ 25.00 per share with a fair
value of $ 2,000 at the date of issuance, and 1,930 shares of common stock with a value of $ 3,240; these amounts were recorded as discounts
to Finnegan Note 1.

 Principal
and accrued interest in the amount of $ 51,765 and $ 11,889, respectively, were due on this note at December 31, 2023. At December 31,
2024, principal and interest in the amount of $ 51,765 and $ 20,537, respectively, were due on the Finnegan Note. This note was in default
at December 31, 2024.

 Finnegan
Note 2

 On
May 26, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 29,412 to Jessica Finnegan (the "Finnegan Note
2"). Finnegan Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of
(i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on
Nasdaq or NYSE. The purchase price of the Finnegan Note 2 was $ 25,000; the amount payable at maturity will be $29,412 plus 10% of that
amount plus any accrued and unpaid interest. Following an event of default as defined in the Finnegan Note 2, the principal amount shall
bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and
 18 %. Finnegan Note 2 entered default status on December 1, 2022, and the interest rate increased to 18%. The Finnegan Note 2 contains
a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security
which Ms. Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 2, the Company shall notify
Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Finnegan Note 2. In addition, Ms.
Finnegan received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,250
at the date of issuance, and 242 shares of common stock with a value of $ 2,025; these amounts were recorded as discounts to the Finnegan
Note 2.

 At
December 31, 2023, principal and accrued interest in the amount of $ 32,353 and $ 7,341, respectively, were due on this note. At December
31, 2024, principal and interest in the amount of $ 32,353 and $ 12,705, respectively, were due on the Finnegan Note. This note was in
default at December 31, 2024.

 Schrier
Note

 On
July 7, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 23,259 to Charles Schrier (the "Schrier Note").
The Schrier Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January
8, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Schrier Note was $ 20,000; the amount payable at maturity will be $23,529 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Schrier Note, the principal amount shall bear interest for each
day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %. The Schrier Note
contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any
new security which Mr. Schrier reasonably believes contains a term that is more favorable than those in the Schrier Note, the Company
shall notify Mr. Schrier of such term, and such term, at the option of Mr. Schrier, shall become a part of the Schrier Note. In addition,
Mr. Schrier received five-year warrants to purchase 193 shares of common stock at a price of $ 25.00 per share with a fair value of $ 820
at the date of issuance, and 193 shares of common stock with a value of $ 1,000; these amounts were recorded as discounts to the Schrier
Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 25,882 and $ 5,383, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 8,614 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing price
on the date of issuance, which resulted in a gain on the transaction of $ 32,133.

 Nommsen
Note

 On
July 26, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 58,823 to Eric S. Nommsen (the "Nommsen Note").
The Nommsen Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November
30, 2022, as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on
Nasdaq or NYSE. The purchase price of the Nommsen Note was $ 50,000; the amount payable at maturity will be $58,823 plus 10 % of that amount
plus any accrued and unpaid interest. Following an event of default as defined in the Nommsen Note, the principal amount shall bear interest
for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Nommsen
Note entered default status on December 1, 2022, and the interest rate increased to 18 %. The Nommsen Note contains a "most favored
nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. 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 received five-year
warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,850 at the date of issuance, and
 483 shares of common stock with a value of $ 2,350; these amounts were recorded as discounts to the Nommsen Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 64,705 and $ 13,685, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 22,565 shares of common stock at a price of $ 4. The Company recorded the shares at the closing price on the date
of issuance, which resulted in a gain on the transaction of $ 80,282.

 Caplan
Note

 On
July 27, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 58,823 to James H. Caplan (the "Caplan Note").
The Caplan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January
21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Caplan Note was $ 50,000; the amount payable at maturity will be $58,823 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Caplan Note, the principal amount shall bear interest for each day
until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %. The Caplan Note contains
a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security
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 received
five-year warrants to purchase 483 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,850 at the date of issuance,
and 483 shares of common stock with a value of $ 2,350; these amounts were recorded as discounts to the Caplan Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 64,705 and $ 12,989, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 37,283 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing price
on the date of issuance, which resulted in a gain on the transaction of $ 75,613.

 Finnegan
Note 3

 On August 4, 2022, the Company issued a 10 % Promissory
Note in the principal amount of $ 29,412 (the "Finnegan Note 3") to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively,
the "Finnegans"). Finnegan Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that
is the earlier of (i) February 3, 2023, or (ii) five business days after the date on which the Company successfully lists its shares
of common stock on Nasdaq or NYSE. The purchase price of Finnegan Note 3 was $ 25,000; the amount payable at maturity will be $29,412
plus 10 % of that amount plus any accrued and unpaid interest. Following an event of default as defined in Finnegan Note 3, the principal
amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable
law and 18 %. The Finnegan 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 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 received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00
per share with a fair value of $ 850 at the date of issuance, and 242 shares of common stock with a value of $ 1,100; these amounts were
recorded as discounts to the Finnegan Note 3.

 At
December 31, 2023, principal and accrued interest in the amount of $ 32,353 and $ 6,350, respectively, were due on this note. At December
31, 2024, principal and accrued interest in the amount of $ 32,353 and $ 11,714, respectively, were due on this note. This note was in
default at December 31, 2024.

 Lightmas
Note

 On
September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 60,000 to Frank Lightmas (the "Lightmas
Note"). The Lightmas Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier
of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock
on Nasdaq or NYSE. The purchase price of the Lightmas Note was $ 51,000; the amount payable at maturity will be $60,000 plus 10 % of that
amount plus any accrued and unpaid interest. Following an event of default as defined in the Lightmas Note, the principal amount shall
bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and
18%. The Lightmas Note entered default status on December 1, 2022, and the interest rate increased to 18 %. The Lightmas Note contains
a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security
which Mr. Lightmas reasonably believes contains a term that is more favorable than those in the Lightmas Note, the Company shall notify
Mr. Lightmas of such term, and such term, at the option of Mr. Lightmas, shall become a part of the Lightmas Note. In addition, Mr. Lightmas
received 492 shares of common stock with a value of $ 2,640; this amount was recorded as a discount to the Lightmas Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 66,000 and $ 13,325, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 22,850 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing price
on the date of issuance, which resulted in a gain on the transaction of $ 81,301.

 Lewis
Note

 On
September 2, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 30,000 to Lisa Lewis (the "Lewis Note").
The Lewis Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November
30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Lewis Note was $ 25,500; the amount payable at maturity will be $30,000 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Lewis Note, the principal amount shall bear interest for each day
until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Lewis Note entered
default status on December 1, 2022, and the interest rate increased to 18 %. The Lewis Note contains a "most favored nations"
clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Lewis reasonably believes
contains a term that is more favorable than those in the Lewis Note, the Company shall notify Ms. Lewis of such term, and such term,
at the option of Ms. Lewis, shall become a part of the Lewis Note. In addition, Ms. Lewis received 246 shares of common stock with a
value of $ 1,320; this amount was recorded as a discount to the Lewis Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 33,000 and $ 6,663, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 12,409 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing price
on the date of issuance, which resulted in a gain on the transaction of $ 40,385.

 Goff
Note

 On
September 2, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 30,000 to Sharon Goff (the "Goff Note").
The Goff Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November
30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Goff Note was $ 25,500; the amount payable at maturity will be $30,000 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Goff Note, the principal amount shall bear interest for each day
until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Goff Note entered
default status on December 1, 2022, and the interest rate increased to 18 %. The Goff Note contains a "most favored nations"
clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Goff reasonably believes
contains a term that is more favorable than those in the Goff Note, the Company shall notify Ms. Goff of such term, and such term, at
the option of Ms. Goff, shall become a part of the Goff Note. In addition, Ms. Goff received 246 shares of common stock with a value
of $ 1,320; this amount was recorded as a discount to the Goff Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 33,000 and $ 6,663, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 12,409 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing price
on the date of issuance, which resulted in a gain on the transaction of $ 40,385.

 Hagan
Note

 On
September 2, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 100,000 to Cliff Hagan (the "Hagan Note").
The Hagan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December
10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Hagan Note was $ 85,000; the amount payable at maturity will be $100,000 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Hagan Note, the principal amount shall bear interest for each day
until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Hagan Note entered
default status on December 11, 2022, and the interest rate increased to 18 %. The Hagan Note contains a "most favored nations"
clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Hagan reasonably believes
contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr. Hagan of such term, and such term,
at the option of Mr. Hagan, shall become a part of the Hagan Note. In addition, Mr. Hagan received 820 shares of common stock with a
value of $ 4,715; this amount was recorded as a discount to the Hagan Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 110,000 and $ 21,793, respectively, were due on this note. During
the year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued
interest in full in exchange for 37,977 shares of common stock at a price of $ 4 per share. The Company recorded the shares at the closing
price on the date of issuance, which resulted in a gain on the transaction of $ 135,114.

 AJB
Note

 On March 18, 2022, the Company entered into a Securities
Purchase Agreement (the "AJB Agreement") with AJB Capital Investments, LLC ("AJB") with respect to the sale and
issuance to AJB of: (i) an initial commitment fee in the amount of $ 430,000 in the form of 34,400 shares (the "AJB Commitment Fee
Shares") of the Company's Common Stock, (ii) a promissory note in the aggregate principal amount of $ 750,000 (the "AJB
Note"), and (iii) Common Stock Purchase Warrants to purchase 15,000 shares of the Company's Common Stock (the "AJB Warrants").
The AJB Note and AJB Warrants were issued on March 17, 2022 and were held in escrow pending effectiveness of the AJB Agreement. Should
AJB receive net proceeds of less than $430,000 from the sale of the AJB Commitment Fee Shares, the Company will issue additional shares
to AJB or pay the shortfall amount to AJB in cash (the "AJB True-up Obligation". The terms of the AJB Agreement resulted in
the Company recording a derivative liability in the initial amount of $ 106,608. On November 18, 2022, the Company issued 91,328 shares
of common stock to AJB and recorded a loss in the amount of $ 9,007 in connection with the settlement of the AJB True-up Obligation.

 The AJB Note was issued in the principal amount of
$750,000 for a purchase price of $ 675,000, resulting in an original issue discount of $ 75,000, and has a due date, as extended, of March
17, 2023. The AJB Note bears interest at the rate of 10 % per year for the first six months and 12 % thereafter. In the event of default
as defined in the AJB Note this rate will increase to 18 % and the AJB Note will become convertible at a price per share equal to the
lowest trading price during the previous twenty trading days prior to the conversion date. The AJB Note entered default status on October
6, 2022. The AJB Commitment Fee Shares and AJB Warrants resulted in a discount to the AJB Note in the amount of $ 349,914.

the year ended December 31, 2023, a default penalty in the amount of $ 375,000 and an additional fee in the amount of $ 15,000 were added
to the principal amount of the AJB note. During the year ended December 31, 2023, interest in the amount of $ 69,167 was accrued on the
AJB Note.

 On
April 11, 2023, an equity investment incentive in the amount of $ 800,800 representing 65% of the total amount due under the AJB Note,
along with original principal of $ 750,000, the default penalty of $ 375,000, the fee of $ 15,000, and accrued interest of $ 92,000 (a total
of $ 2,032,800) was converted to 2,033 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive
of $800,800, there was no additional gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face
value of $1,000 per share. At December 31, 2023, there were no amounts due under the AJB Note.

 Anson
Investments Note

 On
April 6, 2022, the Company entered into a Securities Purchase Agreement (the "Anson Investments Agreement") with Anson Investments
Master Fund LP ("Anson Investments") with respect to the sale and issuance to Anson Investments of: (i) an initial commitment
fee in the amount of $ 322,500 in the form of 25,800 shares (the "Anson Investments Commitment Fee Shares") of the Company's
Common Stock, (ii) a promissory note in the aggregate principal amount of $ 562,500 (the "Anson Investments Note"), and (iii)
Common Stock Purchase Warrants to purchase 11,250 shares of the Common Stock (the "Anson Investments Warrants"). Should Anson
Investments receive net proceeds of less than $322,500 from the sale of the Anson Investments Commitment Fee Shares, the Company will
issue additional shares to Anson Investments or pay the shortfall amount to Anson Investments in cash. The terms of the Anson Investments
Agreement resulted in the Company recording a derivative liability in the initial amount of $ 27,040.

 The Anson Investments Note was issued in the principal
amount of $562,500 for a purchase price of $ 506,250 resulting in an original issue discount of $ 56,250. The Anson Investments Note has
a due date of October 6, 2022, and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter. In the event
of default as defined in the Anson Investments Note this rate will increase to 18 % and the Anson Investment Note will become convertible
at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date. The Anson
Investments Note entered default status on October 6, 2022. The Anson Investments Commitment Fee Shares and Anson Investments Warrants
resulted in a discount to the Anson Investments Note in the amount of $ 416,375.

the year ended December 31, 2023, a default penalty in the amount of $ 281,250 and an additional fee in the amount of $ 15,000 were added
to the principal amount of the Anson Investments Note. During the year ended December 31, 2023, interest in the amount of $ $ 27,157 was
accrued on the Anson Investments Note.

 On
April 11, 2023, an equity investment incentive in the amount of $ 602,815 representing 65% of the total amount due under the Anson Investments
Note, along with original principal of $ 562,500, the default penalty of $ 281,250, the fee of $ 15,000, and accrued interest of $ 68,657
(a total of $ 1,530,222) was converted to 1,531 shares of the Company's Series F Preferred Stock. Other than the equity investment
incentive of $602,815, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face
value of $1,000 per share. At December 31, 2023, there were no amounts due under the Anson Investments Note.

 Anson
East Note

 On
April 6, 2022, the Company entered into a Securities Purchase Agreement (the "Anson East Agreement") with Anson East Master
Fund LP ("Anson East") with respect to the sale and issuance to Anson East of: (i) an initial commitment fee in the amount
of $ 107,500 in the form of 8,600 shares (the "Anson East Commitment Fee Shares") of the Company's Common Stock, (ii)
a promissory note in the aggregate principal amount of $ 187,500 (the "Anson East Note"), and (iii) Common Stock Purchase
Warrants to purchase 3,750 shares of the Company's common stock (the "Anson East Warrants"). Should Anson East receive
net proceeds of less than $107,500 from the sale of the Anson East Commitment Fee Shares, the Company will issue additional shares to
Anson East or pay the shortfall amount to Anson East in cash. The terms of the Anson East Agreement resulted in the Company recording
a derivative liability in the initial amount of $ 9,014.

 The Anson East Note was issued in the principal amount
of $187,500 for a purchase price of $ 168,750 resulting in an original issue discount of $ 18,750. The Anson East Note has a due date of
 October 6, 2022, and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter. In the event of default
as defined in the Anson East Note this rate will increase to 18 %, and the Anson East Note will become convertible at a price per share
equal to the lowest trading price during the previous twenty trading days prior to the conversion date. The Anson East Note entered default
status on October 6, 2022. The Anson East Commitment Fee Shares and Anson East Warrants resulted in a discount to the Anson East Note
in the amount of $ 147,290.

the year ended December 31, 2023, a default penalty in the amount of $ 93,750 and an additional fee in the amount of $ 15,000 were added
to the principal amount of the Anson East Note. During the year ended December 31, 2023, the amount of $ 9,552 was accrued on the Anson
East Note.

 On
April 11, 2023, an equity investment incentive in the amount of $ 207,763 representing 65% of the total amount due under the Anson East
Note, along with original principal of $ 187,500, the default penalty of $ 93,750, the fee of $ 15,000, and accrued interest of $ 23,385
(a total of $ 527,398) was converted to 528 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive
of $207,763, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of
$1,000 per share. At December 31, 2023, there were no amounts due under the Anson East Note.

 GS
Capital Note

 On
April 18, 2022, the Company entered into a Securities Purchase Agreement (the "GS Capital Agreement") with GS Capital Investments,
LLC ("GS Capital") with respect to the sale and issuance to GS Capital of: (i) an initial commitment fee in the amount of
$ 159,259 in the form of 12,741 shares (the "GS Capital Commitment Fee Shares") of the Company's Common Stock, (ii)
a promissory note in the aggregate principal amount of $ 277,777 (the "GS Capital Note"), and (iii) Common Stock Purchase
Warrants to purchase 5,556 shares of the Company's common stock (the "GS Capital Warrants"). Should GS Capital receive
net proceeds of less than $159,259 from the sale of the GS Capital Commitment Fee Shares, the Company will issue additional shares to
GS Capital or pay the shortfall amount to GS Capital in cash. The terms of the GS Capital Agreement resulted in the Company recording
a derivative liability in the initial amount of $ 21,920.

 The GS Capital Note was issued in the principal amount
of $277,777 for a purchase price of $ 250,000 resulting in an original issue discount of $ 27,777. The GS Capital Note has a due date of
 November 10, 2022, and bears interest at the rate of 10 % per year for the first six months and 12 % thereafter. In the event of default
as defined in the GS Capital Note this rate will increase to 18 %, and the GS Capital Note will become convertible at a price per share
equal to the lowest trading price during the previous twenty trading days prior to the conversion date. The GS Capital Note entered default
status on October 19, 2022. The GS Capital Commitment Fee Shares and GS Capital Warrants resulted in a discount to the GS Capital Note
in the amount of $ 162,158.

the year ended December 31, 2023, GS Capital converted an aggregate amount of $ 72,777 of principal and $ 8,679 of accrued interest in
the GS Capital Note into an aggregate of 57,140 shares of the Company's common stock at an average price of $ 1.46 per share. These
conversions were made pursuant to the terms of the GS Capital Note, and no gain or loss was recorded on these transactions. During the
year ended December 31, 2023, a default penalty in the amount of $ 138,889 and an additional fee in the amount of $ 15,000 were added to
the principal amount of the GS Capital Note. During the year ended December 31, 2023, interest in the amount $ 13,965 was accrued on the
GS Capital Note.

 On
April 11, 2023, an equity investment incentive in the amount of $ 249,439 representing 65% of the total amount due under the GS Capital
Note, along with the original principal of $ 205,000, the default penalty of $ 138,889, the fee of $ 15,000, and accrued interest of $ 24,864
(a total of $ 633,192) was converted to 634 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive
of $249,439, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of
$1,000 per share. At December 31, 2023, there were no amounts due under the GS Capital Note.

 Bridge
Notes

 During the year ended December 31, 2024, the Company
issued various 10 % Promissory Notes (the "Bridge Notes") with three institutional investors for an aggregate principal amount
of $ 548,000 each with maturity date 1 year from the date of issuance. The Bridge Notes bore interest at the rate of 10 % per annum which
will accrue monthly. During the year ended December 31, 2024, the Company recorded interest expense of 32,132 related to the Bridge Notes.
On December 31, 2024, the Company and investors agreed to exchange the Bridge notes and accrued interest for its newly created Series
A preferred stock. As a result of the exchange, the Company determined the Bridge Notes were extinguished and recorded a gain of $ 28,886.
See Note 11 for details of the Series A preferred stock.

 Aggregate interest expense on the above note's
payable was $ 195,838 and $ 1,615,591 for the years ended December 31, 2024, and 2023, respectively. Accrued interest on notes payable
were $ 374,376 and $ 348,821 at December 31, 2024, and 2023, respectively.

 Note
11: Notes Payable – Related Parties

 The following table summarizes the outstanding related
party notes payable as of December 31, 2024, and 2023, respectively;

2024

2023

 M Diamond Note

 -

 64,706

 Dobbertin Note

 -

 19,412

 Lindstrom Note

 45,294

 45,294

 Mitchell Note

 -

 78,100

 Leath Note

 -

 55,000

 November 29, 2022, Notes

 18,750

 37,500

 Notes Payable

 64,044

 300,012

 Current Portion, net of discount

 $
 64,044

 $
 300,012

 Long-term portion, net of discount

 -

 -

 Howe
Note 1

 On December 30, 2021, we issued a 10% Promissory
Note in the principal amount of $ 1,000,000 in a related party transaction to the Michael C. Howe Living Trust (the "Howe Note 1").
Michael C. Howe was the Chief Executive Officer of The Good Clinic LLC, one of our subsidiaries. The Howe Note 1 bears interest at the
rate of 10% interest rate per annum and has a maturity date that is the earlier of (i) November 30, 2022, as extended, or (ii) five (5)
business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price
of the Howe Note 1 was $ 850,000; the amount payable at maturity will be $1,000,000 plus 10 % of that amount plus any accrued and unpaid
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 entered delinquent
status on December 1, 2022, and the interest rate increased to 18 %. The Howe Note 1 contains a "most favored nations" clause
that provides that, so long as the note is outstanding, if the Company issues any new security, which Mr. Howe reasonably believes contains
a term that is more favorable than those in the Howe Note 1, we shall notify Mr. Howe of such term, and such term, at the option of Mr.
Howe, shall become a part of the Howe Note 1. In addition, Mr. Howe five-year warrants to purchase 42,000 shares of common stock at a
price of $ 25.00 per share, and five-year warrants to purchase 42,000 shares of common stock at $ 37.50 per share with an aggregate fair
value of $ 261,568 at the date of issuance, which was recorded as a discount to this note. Interest in the amount of $ 106,795 was accrued
on the Howe Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 511,568 were amortized to interest expense during
the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022. Principal and accrued
interest in the amounts $ 1,100,000 and $ 106,795, respectively, were due on the Howe Note 1 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 168,761, respectively, was accrued on the Howe Note 1; principal and accrued
interest in the amount of $ 0 were due on this note at December 31, 2023.

 Howe
Note 2

 On June 9, 2022, the Company issued a 10% Promissory
Note in the principal amount of $ 300,000 in a related party transaction to the Michael C. Howe Living Trust (the "Howe Note 2").
Michael C. Howe was the Chief Executive Officer of The Good Clinic LLC, one of our subsidiaries. The Howe Note 2 bears interest at the
rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days
after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Howe Note
2 was $ 255,000; the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid interest. Following
an event of default as defined in the Howe Note 2, the principal amount shall bear interest for each day until paid at a rate per annum
equal to the lesser of the maximum interest permitted by applicable law and 18%. The Howe Note 2 entered default status on December 1,
2022, and the interest rate increased to 18 %. The Howe Note 2 contains a "most favored nations" clause that provides that,
so long as the note is outstanding, if the Company issues any new security which Mr. Howe reasonably believes contains a term that is
more favorable than those in the Howe Note 2, the Company shall notify Mr. Howe of such term, and such term, at the option of Mr. Howe,
shall become a part of the Howe Note 2. In addition, Mr. Howe received five-year warrants to purchase 2,460 shares of common stock at
a price of $ 25.00 per share with a fair value of $ 10,965 at the date of issuance, and 2,460 shares of common stock with a value of $ 22,440;
these amounts were recorded as discounts to the Howe Note 2. Interest in the amount of $ 18,888 was accrued on the Howe Note 2 during
the year ended December 31, 2022. Discounts in the amount of $ 108,405 were amortized to interest expense during the year ended December
31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts
$ 330,000 and $ 18,888, respectively, were due on the Howe Note 2 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 50,362 was accrued on the Howe Note 2; principal and accrued interest in
the amount of $ 0 were due on this note at December 31, 2023.

 Howe
Note 3

 On July 21, 2022, the Company issued a 10% Promissory
Note in the principal amount of $ 300,000 in a related party transaction to the Michael C. Howe Living Trust (the "Howe Note 3").
Michael C. Howe was the Chief Executive Officer of The Good Clinic LLC, one of our subsidiaries. The Howe Note 3 bears interest at the
rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, as extended, or (ii) five
business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price
of the Howe Note 3 was $ 255,000; the amount payable at maturity will be $300,000 plus 10 % of that amount plus any accrued and unpaid
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 entered default
status on December 1, 2022, and the interest rate increased to 18 %. The Howe Note 3 contains a "most favored nations" clause
that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Howe reasonably believes contains
a term that is more favorable than those in the Howe Note 3, the Company shall notify Mr. Howe of such term, and such term, at the option
of Mr. Howe, shall become a part of the Howe Note 3. In addition, Mr. Howe received five-year warrants to purchase 2,460 shares of common
stock at a price of $ 25.00 per share with a fair value of $ 9,945 at the date of issuance, and 2,460 shares of common stock with a value
of $ 12,495; these amounts were recorded as discounts to the Howe Note 3. Interest in the amount of $ 15,436 was accrued on the Howe Note
3 during the year ended December 31, 2022. Discounts in the amount of $ 97,440 were amortized to interest expense during the year ended
December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022. Principal and accrued interest
in the amounts $ 330,000 and $ 15,436, respectively, were due on the Howe Note 3 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 50,314, respectively, was accrued on the Howe Note 3; principal and accrued
interest in the amount of $ 0 were due on this note at December 31, 2023.

 Howe
Note 4

 On
August 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 in a related party transaction to the Michael
C. Howe Living Trust (the "Howe Note 4"). Michael C. Howe was the Chief Executive Officer of the Good Clinic LLC, one of
our subsidiaries. The Howe Note 4 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier
of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock
on Nasdaq or NYSE. The purchase price of the Howe Note 4 was $ 170,000; the amount payable at maturity will be $200,000 plus 10 % of that
amount plus any accrued and unpaid interest. Following an event of default as defined in the Howe Note 4, the principal amount shall
bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and
18%. The Howe Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Howe Note 4 contains a "most
favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr.
Howe reasonably believes contains a term that is more favorable than those in the Howe Note 4, the Company shall notify Mr. 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 received 1,640 shares of
common stock with a value of $ 10,775; this amount was recorded as a discount to the Howe Note 4. Interest in the amount of $ 8,756 was
accrued on the Howe Note 4 during the year ended December 31, 2022. Discounts in the amount of $ 60,775 were amortized to interest expense
during the year ended December 31, 2022, and total discounts in the amount of $ 0 remained outstanding at December 31, 2022. Principal
and accrued interest in the amounts $ 220,000 and $ 8,756, respectively, were due on the Howe Note 4 at December 31, 2022.

the year ended December 31, 2023, interest in the amount of 34,077 was accrued on the Howe Note 4; principal and accrued interest in
the amount of $ 0, respectively, were due on this note at December 31, 2023.

 Howe
Debt Exchange Agreement

 On
December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael
C. Howe, the former CEO of The Good Clinic, LLC. As consideration for the transaction, Mr. Howe cancelled the existing notes payable
and accrued interest owed to Mr. Howe in the amount of $ 2,454,821.

 M
Diamond Note

 On
May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 to Melissa Diamond (the "M Diamond Note").
Ms. Diamond is the daughter of Larry Diamond, former CEO. The M Diamond Note bears interest at the rate of 10% per annum accrued monthly
and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company
successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the M Diamond Note was $ 50,000; the amount payable
at maturity will be $58,823 plus 10 % of that amount plus any accrued and unpaid interest. Following an event of default as defined in
the M Diamond Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum
interest permitted by applicable law and 18 %. The M Diamond Note entered default status on December 1, 2022, and the interest rate increased
to 18%. The M Diamond Note contains a "most favored nations" clause that provides that, so long as the note is outstanding,
if the Company issues any new security which Ms. Diamond reasonably believes contains a term that is more favorable than those in the
M Diamond Note, the Company shall notify Ms. Diamond of such term, and such term, at the option of Ms. Diamond, shall become a part of
the M Diamond Note. In addition, Ms. Diamond received five-year warrants to purchase 483 shares of common stock at a price of $ 25.00
per share with a fair value of $ 2,500 at the date of issuance, and 483 shares of common stock with a value of $ 4,050; these amounts were
recorded as discounts to the M Diamond Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 64,706 and $ 14,682, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 20,966 shares of common stock. The amount was recorded as a contribution to capital as this is a related party
note.

 Dobbertin
Note

 On
May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 17,647 in a related party transaction to Alexander
Dobbertin (the "Dobbertin Note"). Mr. Dobbertin is the spouse of Jenny Lindstrom, who was the Company's Chief Legal
Officer. The Dobbertin Note bears interest at the rate of 10 % per annum accrued monthly and has a maturity date that is the earlier of
(i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on
Nasdaq or NYSE. The purchase price of the Dobbertin Note was $ 15,000; the amount payable at maturity will be $17,647 plus 10% of that
amount plus any accrued and unpaid interest. Following an event of default as defined in the Dobbertin Note, the principal amount shall
bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and
18%. The Dobbertin Note entered default status on December 1, 2022, and the interest rate increased to 18 %. The Dobbertin Note contains
a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security
which Mr. Dobbertin reasonably believes contains a term that is more favorable than those in the Dobbertin Note, the Company shall notify
Mr. Dobbertin of such term, and such term, at the option of Mr. Dobbertin, shall become a part of the Dobbertin Note. In addition, Mr.
Dobbertin received five-year warrants to purchase 145 shares of common stock at a price of $ 25.00 per share with a fair value of $ 750
at the date of issuance, and 145 shares of common stock with a value of $ 1,215; these amounts were recorded as discounts to the Dobbertin
Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 19,412 and $ 4,405, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 6,558 shares of common stock. The amount was recorded as a contribution to capital as this is a related party
note.

 Lindstrom
Note

 On
May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 41,176 in a related party transaction to Jenny Lindstrom,
who was the Company's Chief Legal Officer (the "Lindstrom Note 1"). The Lindstrom Note 1 bears interest at the rate
of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after
the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Lindstrom Note
1 was $ 35,000; the amount payable at maturity will be $41,176 plus 10 % of that amount plus any accrued and unpaid interest. Following
an event of default as defined in the Lindstrom Note 1, the principal amount shall bear interest for each day until paid at a rate per
annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Lindstrom Note 1 entered default status on
December 1, 2022, and the interest rate increased to 18 %. The Lindstrom Note 1 contains a "most favored nations" clause that
provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Lindstrom reasonably believes contains
a term that is more favorable than those in the Lindstrom Note 1, the Company shall notify Ms. Lindstrom of such term, and such term,
at the option of Ms. Lindstrom, shall become a part of the Lindstrom Note 1. In addition, Ms. Lindstrom received five-year warrants to
purchase 338 shares of common stock at a price of $ 25.00 per share with a fair value of $ 1,750 at the date of issuance, and 338 shares
of common stock with a value of $ 2,835; these amounts were recorded as discounts to the Lindstrom Note 1.

 At
December 31, 2023, principal and accrued interest in the amount of $ 45,294 and $ 10,277, respectively, were due on this note. At December
31, 2024, principal and accrued interest in the amount of $ 45,294 and $ 17,709, respectively, were due on this note. This note was in
default at December 31, 2024.

 Mitchell
Note

 On
September 2, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 71,000 to John Mitchell (the "Mitchell
Note"). The Mitchell Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier
of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock
on Nasdaq or NYSE. The purchase price of the Mitchell Note was $ 60,350; the amount payable at maturity will be $71,000 plus 10 % of that
amount plus any accrued and unpaid interest. Following an event of default as defined in the Mitchell Note, the principal amount shall
bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and
18%. The Mitchell Note entered default status on December 1, 2022, and the interest rate increased to 18 %. The Mitchell Note contains
a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security
which Mr. Mitchell reasonably believes contains a term that is more favorable than those in the Mitchell Note, the Company shall notify
Mr. Mitchell of such term, and such term, at the option of Mr. Mitchell, shall become a part of the Mitchell Note. In addition, Mr. Mitchell
received 582 shares of common stock with a value of $ 3,124; this amount was recorded as a discount to the Mitchell Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 78,100 and $ 15,768, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 27,040 shares of common stock. The amount was recorded as a contribution to capital as this is a related party
note.

 Leath
Note

 On
September 15, 2022, the Company issued a 10 % Promissory Note in the principal amount of $ 50,000 to Mack Leath (the "Leath Note").
The Leath Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December
15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.
The purchase price of the Leath Note was $ 42,500; the amount payable at maturity will be $50,000 plus 10 % of that amount plus any accrued
and unpaid interest. Following an event of default as defined in the Leath Note, the principal amount shall bear interest for each day
until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Leath Note entered
default status on December 16, 2022, and the interest rate increased to 18 %. The Leath Note contains a "most favored nations"
clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Leath reasonably believes
contains a term that is more favorable than those in the Leath Note, the Company shall notify Mr. Leath of such term, and such term,
at the option of Mr. Leath, shall become a part of the Leath Note. In addition, Mr. Leath received 410 shares of common stock with a
value of $ 2,868; this amount was recorded as a discount to the Leath Note.

 At
December 31, 2023, principal and accrued interest in the amount of $ 55,000 and $ 10,757, respectively, were due on this note. During the
year ended December 31, 2024, the Company entered into a settlement agreement with the lender to settle the note and all accrued interest
in full in exchange for 18,052 shares of common stock. The amount was recorded as a contribution to capital as this is a related party
note.

 November
29, 2022, Notes

 On
November 29, 2022, the Company issued seven identical promissory notes (the "November 29 Notes") in related party transactions
to the following individuals: (1) Thomas Brodmerkel, who was the Company's CFO and Board Member; (2) Lawrence Diamond, who was
the Company's Chief Executive Officer and Board Member; (3) Sheila Schweitzer, who was a Board Member; (4) Faraz Naqvi, a former
Board Member; (5) Juan Carlos Iturregui, who was a Board Member; (6) Jenny Lindstrom, who was the Company's former Vice President
and Chief Legal Officer; and (7) Michael C. Howe, who was the Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively,
the "November 29 Lenders").

 The
November 29 notes have due dates of May 28, 2023. The November 29 Notes are subject to the Series E Exchange Agreement whereby each of
the November 29 Lenders will exchange (a) amounts due under the November 29 Notes for a number of shares of the Company's Series
E Convertible Preferred Stock equal to 150% of the principal amount of each November 29 Note. See note 13. The November 29 Notes bear
interest at the rate of 10% per annum which will accrue from the date of the note only if the November 29 Notes are not converted pursuant
to the Series E Exchange Agreement by May 10, 2023. Following an event of default as defined in the November 29 Notes, the principal
amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable
law and 18 %. The November 29 Notes contain a "most favored nations" clause that provides that, so long as the note is outstanding,
if the Company issues any new security which November 29 Lender reasonably believes contains a term that is more favorable than those
in the November 29 Note, the Company shall notify the November 29 Lenders of such term, and such term, at the option of the November
29 Lenders, shall become a part of the November 29 Note. In addition, each of the November 29 Lenders will receive five-year warrants
to purchase 750 shares of the Company's common stock at a price equal to the price of any warrant included in an offering in connection
with listing at the Nasdaq Global Market. These warrants are not deemed issued at December 31, 2022, because the exercise price was not
yet determined. Discounts in the amount of $ 667 were amortized to interest expense for each of the November 29 Notes during the year
ended December 31, 2022, and discounts in the amount of $ 3,083 remained outstanding for each of the November 29 Notes at December 31,
2022. Principal and accrued interest in the amounts $ 18,750 and $ 164, respectively, were due on each of the seven November 29 Note at
December 31, 2022.

 Concurrent
with the November 29 Notes, the Company entered into separate exchange agreements (the "November 29 Notes Exchange Agreements").
Pursuant to the November 29 Notes Exchange Agreements, amounts due under the November 29 Notes will be exchanged for a number Series
E Convertible Preferred Stock equal to 150% of the principal amount of the Notes. No transactions occurred pursuant to the November 29
Notes Exchange Agreements during the year ended December 31, 2022.

the year ended December 31, 2023, interest in the amount of $ 11,967 was accrued on the November 29 Notes.

 On
September 29, 2023, three of the November 29 Lenders (1) Thomas Brodmerkel, (2) Lawrence Diamond, and (3) Juan Carlos Iturregui converted
their November 29 Notes into shares of the Company's Series F Preferred Stock as follows: Each of the noteholders converted an
equity investment incentive in the amount of $ 13,553 representing 65% of the total amount due under the November 29 Note, along with
original principal of $ 18,750 and accrued interest of $ 2,101 (a total of $ 34,404) into 34 shares of the Company's Series F Preferred
Stock. Other than the equity investment incentives, there was no gain or loss recognized on this transaction as the Series F Preferred
Stock was issued at its face value of $1,000 per share.

 In
each case at the time of the issuance of the Series F Preferred shares there were also certain notes, accrued fees, accrued salaries
or other amounts included in the total renumeration before the conversion into the Series F Preferred shares.

 On
September 29, 2023, one of the November 29 Lenders, Sheila Schweitzer, converted her November 29 Note into shares of the Company's
restricted common stock as follows: principal of $ 18,750 and accrued interest of $ 2,101 were converted at a price of $ 0.80 per share
into 26,064 shares of the Company's common stock.

 On
December 8, 2023, pursuant to the Howe debt exchange agreement, Mr. Howe exchanged his note in the principal amount of $ 18,750 and accrued
interest of $ 2,682 for certain assets of the company. No amounts were due under the Howe note as of December 31, 2023.

the year ended December 31, 2024, the Company entered into a settlement agreement with Faraz Naqvi to settle the note and all accrued
interest in full in exchange for 5,782 shares of common stock. The amount was recorded as a contribution to capital as this is a related
party note.

 At
December 31, 2023, there was principal and interest in the aggregate amount of $ 37,500 and $ 5,903, respectively, due on the two November
29 Notes that are still outstanding. At December 31, 2024, there was principal and interest in the aggregate amount of $ 18,750 and $ 4,839,
respectively, due on the one remaining November 29 Notes still outstanding.

 Aggregate
interest expense as described on the above notes payable – related parties was $ 33,980 for the year ended December 31, 2024. Accrued
interest on notes payable – related parties were $ 22,547 and $ 61,792 at December 31, 2024, and 2023, respectively.

 Note
12: Derivative Liabilities

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

 Derivative liability activity for the years ended
December 31, 2024, and 2023, is summarized in the table below:

 December 31, 2022

 $
 568,912

 True-up features issued

 -

 Settled upon conversion or exercise

 ( 501,740
)

 Loss on revaluation

 85,773

 December 31, 2023

 $

 True-up features settled

 ( 152,945
)

 Establishment upon default provisions

 100,551

 Loss on revaluation

 4,585,124

 December 31, 2024

 $
 4,685,675

 The Company uses a Monte Carlo model to value
the true-up obligation features of its notes payable that create derivative liabilities. The following tables summarize the assumptions
for the valuations:

 2024

 2023

 Volatility

 -

 475.7
 %

 Stock Price

 $
 -

 $
 0.0250

 Risk-free interest rates

 -
 %

 5.21
 %

 Term (years)

 -

 0.39

 During the year ended December 31, 2023, certain
of our notes payable contain a commitment fee obligation with a true-up feature. During the year ended December 31, 2024, the true-up
period expired and all remaining amounts were reclassified to equity. The following assumptions were used for the valuation of the derivative
liability associated with this obligation using a valuation based on the intrinsic conversion value:

 The
 stock price would fluctuate with the Company projected volatility.

 The projected
 volatility curve from an annualized analysis for each valuation date was based on the historical volatility of the Company and the
 term remaining for the True-Up obligation.

 The Company
 expected the note would be repaid 90% of the time by the maturity date, at which point the Company would redeem the 1,000,000 redeemable
 commitment fee shares for $1.

 In the
 event the Company did not repay the note in time, the shareholders would sell their shares subject to volume restrictions.

 Discount
 rates were based on risk-free rates in effect based on the remaining term. 50,000 simulations were run for each Monte Carlo simulation.

 Certain of our notes payable contain a provisions
that in the event of default the note will become convertible at a price per share equal to the lowest trading price during the previous
twenty trading days prior to the conversion date. The following assumptions were used for the valuation of the derivative liability associated
with this obligation:

 The stock price on the date of valuation represents the fair market value of the stock

 The notes convert with variable conversion prices based on the percentages of the lowest trades over the prior 20 trading days

 The holder would automatically convert the note immediately (based on ownership or trading volume limitations) if the registration were effective and the Company was not in default

 Note
13: Series A preferred stock

 On
October 28, 2024, the Company filed a Certificate of Designation, Preferences and Rights of the Series A Preferred Stock with the Nevada
Secretary of State (the "Certificate of Designation"). The Company authorized 3,000,000 shares of Series A Preferred Stock,
par value $ 0.01 per share. Each share of Series A Preferred Stock has a stated value equal to $ 25. The Series A Shares may be converted
into shares of common stock by dividing the stated value by $4.00 (the "Conversion Price"). The Series A Shares may be converted
at the option of the holder at any time, or mandatorily by the Company if certain conditions set forth in the Certificate of Designation
are met. Unless prior conversion has occurred, shares of Series A Preferred Stock will be redeemed by the Company, using Common Stock,
or cash, 1/36 th of the remaining amounts monthly beginning in January 2025. The cash redemption shall be at 105% of the original
price of Series A Preferred Stock (as adjusted) whereas Common Stock redemption shall be at a 10% discount to the average of the five
lowest closing prices over a 30-trading day period. The Company intends to accrue the redemption shares monthly and issue any shares
to be used thereunder quarterly to reduce its expense.

 Holders
of shares of the Series A Preferred Stock are not entitled to receive any dividends, and the security bears no interest.

 The
Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of
any liquidation, dissolution or winding up of the Company, (i) senior to all classes or series of the Company's Common Stock, and
to all other equity securities issued by the Company; and (ii) effectively junior to all existing and future indebtedness (including
indebtedness convertible into our Common Stock or preferred stock) of the Company and to any indebtedness and other liabilities of (as
well as any preferred equity interest held by others in) existing subsidiaries of the Company.

 In
addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is
required by law or by another provision of the Articles of Incorporation, without first obtaining the affirmative vote at a meeting duly
called for such purpose or the written consent without a meeting of the majority of the outstanding Series A Preferred Stock, voting
together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Articles of Incorporation
or bylaws, or file any certificate of designations or certificate of amendment, if such action would adversely alter or change in any
respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series A Preferred Stock, regardless
of whether any such action shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise;
or (b) without limiting the provisions of the Certificate of Designation, circumvent a right of the Series A Preferred Stock.

 As
a result of the mandatory redemption features requiring the Company to repay the Series A in either cash of shares of Common Stock of
the Company, under ASC 480, the Company is required to record the full redemption value of the Series A preferred shares as a liability
on the accompanying balance sheet. The Company has recorded the redemption value based on the 10 % premium required if the Company were
to repay in shares of Common Stock due to the current expected cash flows of the Company.

the year ended December 31, 2024, the Company issued 23,206 shares of Series A preferred stock in exchange for the Bridge Notes as described
in Note 8 above. Upon issuance, the Company recorded the Series A preferred stock based on the present value of the future expected cash
flows using a discount rate of 10 %, which resulted in an initial liability of $ 551,246.

the year ended December 31, 2024, the Company issued 539,792 shares of Series A preferred stock in exchange for the settlement of 125,000
shares of Series D preferred stock and 11,724 shares of Series F preferred stock as described in Note 12 below. Upon issuance, the Company
recorded the Series A preferred stock based on the present value of the future expected cash flows using a discount rate of 10 %, which
resulted in an initial liability of $ 12,778,960.

 The
following table provides the maturities of Series A preferred stock redemptions at December 31, 2024:

 Series A

 Preferred Stock

 2025

 $
 5,160,815

 2026

 5,160,815

 2027

 5,160,815

 2028

 -

 2029 and thereafter

 -

 Total future undiscounted redemption payments

 15,482,445

 Less: Interest

 ( 2,158,986
)

 Present value of redemption payments

 13,323,459

 Current portion

 ( 5,160,815
)

 Long term portion

 $
 8,162,644

 Note
14: Stockholders ' Equity (Deficit)

Stock

 The
Company has authorized 500,000,000 shares of common stock, par value $ 0.01; 9,762,258 were issued and outstanding at December 31, 2024.

Stock Transactions During the Year Ended December 31, 2024

the year ended December 31, 2024, the Company issued 141,122 shares of common stock for dividends payable on its Series X Preferred Stock
as discussed in further detail below. The price per share used in determining the number of shares issued was $.80 through September
30, 2024, and not the lower price that is called for in the certificate of designation, and then the Company used the stock price on
the 15 th day of each month to determine the number of shares issuable for the final three months of 2024.

the year ended December 31, 2024, the Company issued 525,000 shares of common stock in aggregate to its advisory board consisting of
seven (7) individuals, with 75,000 shares issued to each. The Company recorded a compensation expense of $ 212,513 based on the closing
stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 750,000 shares of common stock in aggregate to its board of directors consisting
of three (3) individuals, with 250,000 shares issued to each. The Company recorded a compensation expense of $ 228,000 based on the closing
stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 300,000 shares of common stock to outside consultants for services performed. The
Company recorded a compensation expense of $ 94,000 based on the closing stock price on the date of issuance.

the year ended December 31, 2024, the Company issued 237,349 shares of common stock for the settlement of outstanding payables with unrelated
third parties. The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain on settlement
of $ 1,040,863.

the year ended December 31, 2024, the Company issued 154,107 shares of common stock for the settlement of outstanding notes payables
and accrued interest with unrelated third parties. The Company valued the shares based on the closing stock price on the date of issuance
and recorded a gain on settlement of $ 485,212.

the year ended December 31, 2024, the Company issued 79,298 shares of common stock for the settlement of outstanding notes payables and
accrued interest with related parties. The Company recorded the settlement as contributions of capital and no gain or loss was recorded.

the year ended December 31, 2024, the Company issued 2,007,425 shares of common stock for the conversion of Series D, Series F, and Series
X preferred shares along with associated accrued dividends. The Company recorded the settlement as contributions of capital and no gain
or loss was recorded.

Stock Transactions During the Year Ended December 31, 2023

the year ended December 31, 2023, the Company issued 28,275 shares of common stock for dividends payable on its Series X Preferred Stock
as discussed in further detail below. The price per share used in determining the number of shares issued was $.80, and not the lower
price that is called for in the certificate of designation.

the year ended December 31, 2023, the Company issued 300,000 shares of common stock to an outside consultant for services performed.
The Company recorded a compensation expense of $ 897,000 based on the closing stock price on the date of issuance.

the year ended December 31, 2023, the Company issued 57,138 shares of common stock for the conversion of principal and accrued interest
on a convertible note payable. These conversions were made pursuant to the terms of the convertible note agreement and no gain or loss
was recognized on these transactions.

the year ended December 31, 2023, the Company issued 247,776 shares of common stock at a price of $ 0.80 per share for accounts payable
in the amount of $ 105,089. The Company valued the shares based on the closing stock price on the date of issuance and recorded a gain
on settlement of 185,487.

 Effective
June 30, 2023, the Company issued 2,926 shares of common stock at a price of $ 12.50 to a previous board member for the conversion of
accounts payable in the amount of $ 36,575. These shares had been carried on the Company balance sheet as Common Stock Subscribed.

 On
May 5, 2023, the Company issued 2,552 shares of common stock to a vendor at a price of $ 0.85 per share, and on May 9, 2023, the Company
issued 19,622 shares of common stock at a price of $ 0.85 per share to the Michael C. Howe Living Trust (the "Howe Trust"),
an entity controlled by a related party. These shares were issued in satisfaction of a vendor dispute. The shares issued to the Howe
Trust were reimbursement for shares previously issued to the vendor by the Howe Trust with regard to this dispute. There was no gain
or loss recorded on these transactions.

 Effective
September 29, 2023, the Company's now former Chief Operating Officer and now former board member converted a note in the amount
of $ 18,750, accrued interest of $ 2,101, accrued salary of $ 64,434, and board of director fees of $ 60,000 (a total of $ 145,285) at a price
of $ 0.80 per share into 181,606 shares of the Company's common stock. A gain in the amount of $ 138,531 was recorded on this transaction.

 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 3,000,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series
D Preferred, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 31,427 shares as Series X Preferred Stock.

C Preferred Stock

 The Series C Preferred Stock has a par value of $ 0.01
per share, no stated maturity, a liquidation preference of 100% of the stated value plus accrued but unpaid dividends, accrued dividends
at the rate of 6 % on $ 1.05 per share, and converts into common shares at a rate of $ 0.25 per share. The Series C ranks senior to all
other preferred stock of the Company except in relation to the Series X Cumulative Redeemable Perpetual Preferred Stock, which ranks
 Pari passu to the Series C Preferred Stock. Each holder of our Series C Preferred Stock shall be entitled to cast the number of
votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such a holder. The
Company had no shares of Series C Preferred Stock outstanding at December 31, 2024, and the Series C were extinguished.

 The
Company accrued dividends in the amount of $ 17,603 on the Series C Preferred Stock during the year ended December 31, 2023.

 On
April 11, 2023, a total of 1,047,619 shares of Series C Preferred Stock with a stated value of $ 1,100,000, accrued dividends in the amount
$ 171,109, and equity investment incentives in the amount of $ 1,016,888 were exchanged for 2,289 shares of Series F Preferred Stock.

D Preferred Stock

 The
Series D Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of 100% of the stated value
plus accrued but unpaid dividends, accrued dividends at the rate of 6 % on $ 1.05 per share, and converts into common shares at a rate
of $ 0.25 per share. The Series D ranks senior to all other preferred stock of the Company except in relation to the Series X Cumulative
Redeemable Perpetual Preferred Stock, which ranks Pari passu to the Series C Preferred Stock. Each holder of our Series D Preferred
Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series
D preferred Stock held by such holder. The Company had 25,000 shares of Series D Preferred Stock outstanding at December 31, 2024.

D Preferred Stock Transactions During the Year Ended December 31, 2024

the year ended December 31, 2024, a holder of 100,000 shares of Series D preferred shares along with $ 18,175 of accrued dividends agreed
to convert the shares into 30,802 common shares at a conversion rate of $ 4 per common share. The Company recorded the settlement as contributions
of capital and no gain or loss was recorded.

 The
Company accrued dividends in the amount of $ 14,172 on the Series D Preferred Stock for the year ended December 31, 2024. As of December
31, 2024, the Company had $ 5,049 in accrued dividends on the Series D Preferred Stock.

D Preferred Stock Transactions During the Year Ended December 31, 2023

 The
Company accrued dividends in the amount of $ 85,541 on the Series D Preferred Stock.

 On
April 11, 2023, a total of 2,350,000 shares of Series D Preferred Stock with a stated value of $ 2,467,500, accrued dividends in the amount
$ 215,659, and equity investment incentives in the amount of $ 1,371,846 were exchanged for 4,055 shares of Series F Preferred Stock. There
was no gain or loss recorded in connection with these transactions.

 On
December 8, 2023, Mr. Howe exchanged (i) 500,000 shares of Series D Preferred Stock with a stated value of approximately $ 0.5 million
and accrued dividends of approximately $ 67,000, and (ii) accrued salary owed to Mr. Howe in the amount of approximately $ 38,000 plus
a conversion incentive of 65% or approximately $ 25,000 for 655 shares of the Company's Series F Preferred Stock with a liquidation
value of approximately $ 0.6 million. Other than the conversion of incentive of $ 25,000, there was no gain or loss recorded on this transaction.

F Preferred Stock

 On
March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK $ 0.01 par value Convertible
Perpetual Preferred Stock with the Delaware Secretary of State. The number of shares of Series F Preferred Stock designated is 140,000
and each share of Series F Preferred Stock has a liquidation preference of $ 1,000. The Series F Preferred Stock will rank senior to the
Corporation's Common Stock and on parity with all Preferred Stock of the Corporation with terms specifically providing that such
Preferred Stock rank on parity with the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation,
dissolution or winding up of the Corporation; and (iii) junior to all Preferred Stock of the Corporation with terms specifically providing
that such Preferred Stock rank senior to the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation,
dissolution or winding up of the Company.

 Holders
of shares of the Series F Preferred Stock are entitled to receive payment-in-kind dividends payable only in additional shares of Series
F Preferred Stock ("PIK Dividends") at rate of 12% per annum.

 The
Series F Preferred Stock will be convertible into common stock of the Company upon the listing of the Company's stock on any of
the following trading markets: the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global
Select Market. The conversion price will be calculated as 65% of the volume-weighted average price of the Company's common stock
on the conversion date. The number of shares issuable upon conversion will be calculated as the liquidation preference of the Series
F Preferred stock plus any accrued but unpaid dividends divided by the conversion price.

 There
are no shares of Series F Preferred Stock outstanding at December 31, 2024.

F Preferred Stock Transactions During the Year Ended December 31, 2024

 On
May 17, 2024, the holders of approximately 54.90 % of the Series F Preferred shares, having met in person on May 8, 2024, have granted
consent to the following modification to the terms of the Series F Preferred, effective May 15, 2024 all dividends, and any obligation
to pay dividends shall cease. Any dividends accrued until May 15, 2024, shall be issued as noted in the original certificate of designation.

the year ended December 31, 2024, holders of 8,333 shares of Series F preferred shares along with $ 899,607 of accrued dividends and 87,884
of accrued compensation, agreed to convert the shares into 1,889,835 common shares at a conversion rate of $ 4 per common share. The Company
recorded the settlement as contributions of capital and no gain or loss was recorded.

 The
Company accrued dividends in the amount of $ 941,713 on the Series F Preferred Stock for the year ended December 31, 2024. As of December
31, 2024, the Company had $ 0 in accrued dividends on the Series F Preferred Stock.

F Preferred Stock Transactions During the Year Ended December 31, 2023

 On
April 11, 2023, the Company issued a total of 8,116 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to
nine investors upon the conversion of notes payable. The total amount converted was $ 8,111,334, consisting of principal $ 3,602,059, default
penalties of $ 888,889, fees of $ 60,000, accrued interest of $ 365,012, and equity investment incentives of $ 3,195,374. Other than the
equity investment incentive, there were no gains or losses recorded in connection with these transactions. See note 10.

 On
April 11, 2023, the Company issued a total of 2,289 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to
two investors upon the conversion of Series C Preferred Stock. The total amount converted was $ 2,287,997, consisting of the Series C
Preferred Stock stated value of $ 1,100,000, accrued dividends of $ 171,109, and equity investment incentives of $ 1,016,888. Other than
the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

 On
April 11, 2023, the Company issued a total of 4,055 shares of Series F Preferred Stock to two investors at its liquidation value of $ 1,000
per share upon the conversion of Series D Preferred Stock. The total amount converted was $ 4,055,005 consisting of the Series D Preferred
Stock stated value of $ 2,467,500, accrued dividends of $ 215,659, and equity investment incentives of $ 1,371,846. Other than the equity
investment incentive, there were no gains or losses recorded in connection with these transactions.

 On
April 11, 2023, the Company sold a total of 1,746 shares of Series F Preferred Stock to three investors at its liquidation value of $ 1,000
per share for cash. The total value of Series F Preferred Stock of issued was $ 1,745,000 consisting of cash proceeds of $ 900,000 and
an equity investment incentive of $ 845,000, less costs of $ 161,500. Other than the equity investment incentive, there were no gains or
losses recorded in connection with these transactions.

 On
June 29, 2023, the Company issued a total of 147 shares of Series F Preferred Stock at its liquidation value of $ 1,000 per share to two
service providers for accounts payable in the amount of $ 146,214. There was no gain or loss recorded on these transactions.

 On
September 29, 2023, the Company issued a total of 2,138 shares of Series F Preferred Stock to three related parties at its liquidation
value of $ 1,000 per share upon the conversion of notes payable in the amount of $ 601,839, premium on notes payable of $ 78,087, accrued
interest of $ 124,777, accrued salary of $ 376,625, accrued board fees of $ 112,500, and equity investment incentives of $ 843,228. Other
than the equity investment incentives, there were no gains or losses recorded in connection with these transactions.

 On
September 29, 2023, the Company issued a total of 911 shares of Series F Preferred Stock to two investors at its liquidation value of
$1,000 per share upon the conversion of notes payable in the aggregate amount of $ 414,118, premium on notes payable in the aggregate
amount of $ 41,412, accrued interest in the aggregate amount of $ 84,187, and fees of $ 10,000, and equity investment incentive of $ 360,385.
Other than the equity investment incentive, there were no gains or losses recorded in connection with these transactions.

X Preferred Stock

 The Company has 19,703 and 24,227 shares of its 10%
Series X Cumulative Redeemable Perpetual Preferred Stock (the "Series X Preferred Stock") outstanding as of December 31,
2024, and December 31, 2023. 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. Beginning
in July 2023, the Company elected to use a price per share of $.80, a 20 % discount to the average price of its common stock of $ 1.00,
before the trading of its common stock was moved to the OTC Expert Market system. This policy continued through September 30, 2024. During
the last quarter of 2024, the Company returned to using the closing stock price on the 15 th of each month. Each one share
of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders.

the year ended December 31, 2024, the Company issued 7,200 shares of Series X Preferred Stock to the officers and directors of the Company
for compensation in lieu of services in the amount of $ 180,000 in aggregate, or $ 60,000 for each of the three (3) directors.

the year ended December 31, 2024, the Company issued 141,122 shares of restricted common stock for the payment of dividends due for its
Series X Preferred stock as noted above.

the year ended December 31, 2024, holders of 11,724 shares of Series X preferred shares agreed to convert the shares into 86,788 common
shares at a conversion rate of $ 4 per common share. The Company recorded the settlement as contributions of capital and no gain or loss
was recorded.

 The
Company accrued dividends in the amount of $ 71,240 on the Series X Preferred Stock for the year ended December 31, 2024. As of December
31, 2024, the Company had $ 0 in accrued dividends on the Series X Preferred Stock.

the year ended December 31, 2023, the Company accrued dividends on its Series X Preferred Stock in the total amount of $ 60,564.

the year ended December 31, 2023, the Company issued a total of 28,275 shares of common stock for accrued dividends on its Series X Preferred
Stock. Of this amount, a total of 3,739 shares were issued to officers and directors, 14,586 were issued to a related party shareholder,
and 9,950 were issued to non-related parties.

 Stock
Options

 On
January 21, 2021, the Company filed a Form S-8 containing the Mitesco Omnibus Securities and Incentive Plan ("the Plan")
with the SEC. In Sections 4.2 and 4.3 of the Plan it is noted that the Board of Directors has the authority for the administration of
the Plan. On January 7, 2024, the Board of Directors voted to a) cancel, revoke and terminate any previously issued options that have
not already been exercised. For a number of technical reasons, the Plan is no longer valid, and in addition to cancellation of any outstanding
options, the Board has voted to formally terminate the Plan as of January 7, 2024.

 The
following table summarizes the transactions involving options to purchase shares of the Company's common stock:

 Weighted-

Average

 Exercise Price

($)

 Outstanding at December 31, 2022

 310,692

 $
 10.01

 Granted

 -

 -

 Cancelled/Expired

 ( 209,758
)

 $
 10.00

 Exercised

 -

 -

 Outstanding at December 31, 2023

 100,934

 $
 10.05

 Granted

 -

 -

 Cancelled/Expired

 ( 100,934
)

 $
 10.05

 Exercised

 -

 -

 Outstanding at December 31, 2024

 -

 $
 -

 Options vested and exercisable

 -

 $
 -

 Warrants

 The
Company has announced that it intends to cancel all outstanding warrants, and certain language to complete this has been added to all
documents related to the conversion of outstanding debts, notes, accounts payable and other senior securities. The following table summarizes
the warrants outstanding on December 31, 2024, and the related prices for the warrants 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

 warrants

 contractual

 outstanding

 warrants

 exercisable

 prices

 outstanding

 life (years)

 warrants

 exercisable

 warrants

 $
 25.00

 7,717

 2.04

 25.00

 7,717

 25.00

 37.50

 33,050

 1.93

 37.50

 33,050

 37.50

 40,767

 1.95

 $
 31.26

 40,767

 $
 31.26

 The
following table summarizes the transactions involving options to purchase shares of the Company's common stock:

 Weighted-

Average

Exercise Price

($)

 Outstanding at December 31, 2022

 672,334

 $
 30.68

 Granted

 $
 2.50

 Exercised

 -

 $
 -

 Outstanding at December 31, 2023

 673,208

 $
 30.64

 Granted

 -

 $
 -

 Cancelled

 ( 632,441
)

 $
 (29,87

)

 Exercised

 -

 $
 -

 Outstanding at December 31, 2024

 40,767

 $
 35.13

the year end December 31, 2024, in connection with the settlements of debt, Series D preferred and Series F preferred, the investors
also agreed to cancel their outstanding warrants in connections with the settlement transactions.

 At December 31, 2024, there was no intrinsic value
on the issued or vested warrants.

 Note
15: Fair Value of Financial Instruments

 The following summarizes the Company's derivative
financial liabilities that are recorded at fair value on a recurring basis at December 31, 2024, and 2023.

 December 31, 2024

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative liabilities

 $
 -

 $
 -

 $
 4,685,675

 $
 4,685,675

 December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative liabilities

 $
 -

 $
 -

 $

 $

 Note
16: Income Taxes

 Deferred
income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and
an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for
book purposes.

 In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax
assets are Federal and State net operating loss carryforwards of approximately $ 60.7 million and $ 13.6 million, respectively, which will
expire through 2040. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company's
ownership, the Company's future use of its existing net operating losses may be limited.

 For the years ended December 31, 2024, and 2023,
the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as
follows:

 For the Years Ended

 2024

 2023

 Expected tax at statutory rates

 $
 ( 528,000
)

 %

 $
 ( 3,463,000
)

 %

 Permanent Differences

 ( 4,000
)

 %

 7,000

 %

 State Income Tax, Net of Federal benefit

 1,019,000

 ( 62
)%

 ( 418,000
)

 %

 Other

 1,564,000

 ( 41
)%

 ( 95,000
)

 %

 Current Year Change in Valuation Allowance

 ( 2,051,000
)

 %

 3,969,000

 ( 24
)%

 Prior Year True-Ups

 -

 %

 -

 %

 Income tax expense

 $
 -

 %

 $
 -

 %

 Deferred
income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes
and such amounts as measured by tax laws and regulations.

 Deferred income taxes include the net tax effects
of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. As of December 31, 2024, and 2023, significant components of the Company's
deferred tax assets are as follows:

 As of

 2024

 2023

 Deferred Tax Assets (Liabilities):

 Accrued payroll

 $
 141,000

 $
 141,000

 ASC842-ROU Asset

 -

 -

 ASC842-ROU (Liability)

 822,000

 822,000

 Loss from derivatives

 ( 869,000
)

 ( 16,000
)

 Waiver and commitment fee shares

 -

 -

 Stock based compensation

 ( 304,000
)

 ( 171,000
)

 Depreciation

 3,000

 3,000

 Net operating loss

 12,462,000

 13,529,000

 Net deferred tax assets (liabilities)

 12,255,000

 14,308,000

 Valuation allowance

 ( 12,255,000
)

 ( 14,308,000
)

 Net deferred tax assets (liabilities)

 $
 -

 $
 -

 Note
17: Commitments and Contingencies

 Legal

 From
time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

 On
June 23, 2022, The Good Clinic LLC was notified that a former employee had filed a lawsuit for wrongful termination. The Good Clinic
believes the lawsuit is without merit. Mitesco (Company) was not named in the suit. We have settled this matter as of January 11, 2024,
for total consideration consisting of a cash payment of $ 3,000.

 On
October 25, 2022, the Company was notified that a vendor filed a lawsuit related to a contract dispute naming both The Good Clinic and
The CEO of the Good Clinic. This suit was settled on May 5, 2023, and dismissed with prejudice on May 12, 2023. The settlement included
the issuance of the Company's restricted common stock. As a part of the settlement the Company issued 2,552 shares of its restricted
common stock to the plaintiff and it issued to the CEO of The Good Clinic 19,622 of its restricted common stock, plus $ 3,000 in cash
for reimbursement of expenses related to settling the suit with the vendor.

 The
Company has a number of legal situations involved with the winding down of its clinic's business activities. These include claims
regarding certain construction contracts and cancellation of leases as noted below:

 Nordhaus
Clinic

 On
November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota. The initial lease term is eight years. Fixed
rent payments under the initial term are approximately $ 511,000. On November 6, 2023, the Company received a termination notice from
the landlord indicating the lease had been terminated. No additional claims have been received by the landlord and the Company believes
no additional amounts are owed.

 Egan
Clinic a.k.a. Vikings

 On
October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of
2021. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $ 767,000. A Summary Judgment
was granted on December 4, 2023, in the amount of $ 488,491, and the entry of final judgment was entered on December 15, 2023, and the
Company has released the property back to the leaseholder.

 St.
Paul Clinic a.k.a. The Grove

 On
August 31, 2021, we entered into an agreement to open a clinic in St. Paul, Minnesota, which began operations in the fourth quarter of
2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $ 1,153,000. A stipulation
for Judgment was filed on December 21, 2023, in the amount of $415,266. The stipulated judgment includes $178,542 in unpaid back rent,
$172,124 in resolution of mechanics' liens, and $64,600 in attorneys' fees. Final entry of judgment by the Court was entered
against the Company on January 19, 2024, and the Company has released the property back to the leaseholder.

 St.
Louis Park Clinic a.k.a. Excelsior & Grand

 On
May 24, 2021, we entered into an agreement to open a clinic in St. Louis Park, Minnesota, which began operations in the third quarter
of 2021. The initial lease term is seven years. Fixed rent payments under the initial term are approximately $ 673,000. The Company agreed
to and executed a Confession of Judgment in the amount of $ 425,351 on April 2, 2024, and has released the property back to the leaseholder.
We received the fully executed and recorded judgement on April 10, 2024.

 Eden
Prairie Clinic a.k.a. TP Elevate

 On
June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of
2021. The initial lease term is eight years. Fixed rent payments under the initial term are approximately $ 620,000. The Company has surrendered
possession of the property and is currently in negotiations for the amounts owed and is in the process of settling the remaining amounts
owed.

 Maple
Grove Clinic a.k.a. Arbor Lakes

 On
October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter
of 2021. The initial lease term is for 108 months. Fixed rent payments under the initial term are approximately $ 1,153,127. On October
22, 2022, the Company entered into a settlement agreement with the leaseholder for $ 219,576 and the Company released the property back
to the leaseholder.

 Radiant
Clinic a.k.a. LMC Welton

 On
September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first
quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 90 months. Fixed rent payments
under the initial term are approximately $ 782,000. As of April 10, 2024, the Company has settled the amounts owed to the leaseholder
and full resolution of all liens for approximately $ 530,000 and the Company has released the property back to the leaseholder.

 Quincy
Clinic a.k.a. 1776 Curtis

 On
September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first
quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 94 months. Fixed rent payments
under the initial term are approximately $ 1,079,000. A Final Judgment was granted on November 14, 2023, in the amount of $ 348,764 including
interest, fees and other costs. The Company has released the property back to the leaseholder.

 The
following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the
filing:

 LOCATION

 PROPERTY
 NAME

 ORIGINAL

 AMOUNT

 DATE OF
 AWARD

 RATE

 ACCRUED
 ON SETTLEMENT

 TOTAL

 TYPE OF

 WAYZETTA, MN

 WAZETTA BAY

 $
 407,000

 $

 NA

 $

 CASH PAYMENT OBLIGATION

 EAGAN, MN

 VIKINGS

 $
 767,000

 $
 488,491

 12/7/2023

 %

 $
 52,195

 $
 540,686

 ST. LOUIS PARK, MN

 EXCELSIOR

 $
 673,000

 $
 425,350

 5/22/2024

 %

 $
 25,987

 $
 451,337

 ST. PAUL, MN

 CONTINENTAL 560

 $
 1,153,000

 $
 415,266

 1/22/2024

 %

 $
 39,169

 $
 454,775

 MAPLE GROVE, MN

 BUTTNICK

 $
 1,153,127

 $
 219,576

 10/3/2022

 %

 $
 49,200

 $
 268,200

 SETTLEMENT AGREEMENT

 DENVER, CO

 RADIANT

 $
 782,000

 $
 530,000

 $
 530,557

 DISMISSED

 DENVER, CO

 QUINCY

 $
 1,079,000

 $
 348,764

 11/14/2023

 %

 47,356

 $
 396,120

 TOTAL

 $
 6,014,127

 $
 2,452,447

 $
 213,907

 $
 2,666,675

 Administrative
offices

 On
June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is
 2.5 years. Fixed rent payments under the initial term are approximately $ 244,000. We have not received any claims as to the obligations
under this sublease agreement and the business from which we were renting has not responded to communications from our attorneys who
have attempted to establish a formal settlement agreement since we have abandoned the location more than a year ago.

the year ending December 31, 2024, the Company recorded interest expense of $ 213,907 related to the above settlements based on the statutory
rates of the courts in the respective locations.

 Note
18: Subsequent Events

January 2025 we issued 12,074 shares of restricted common stock in payment of dividends for the Series X preferred shares to four (4)
holders.

January 2025 we received $ 100,000 of funding from three (3) institutional investors and issued 4,000 shares of Series A Preferred shares
in consideration of this funding.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On
February 27, 2024, the Board of Directors approved the engagement of Accell Audit & Compliance, P.A. ("Accell") as the
Company's independent registered public accounting firm for the year ending December 31, 2023. On June 12, 2024, the Company was
informed that Accell was ceasing to provide PCAOB audit services. It is our understanding that certain of the audit principals of Accell
are now a part of Astra Audit and Advisory, LLP ("Astra"), and as such we appointed Astra Audit as the Company's independent
registered public accounting firm for the year ending December 31, 2024.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange. In
designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no
matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls
and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment
in evaluating the cost-benefit relationship of disclosure controls and procedures. The design of any disclosure controls and procedures
also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered
by this Annual Report, the Board has determined these were deemed not effective and has undertaken to address the shortcomings by:

 a.
 adding
additional and more qualified staff;

 b.
 reviewing
structure and procedures implemented by similarly situated publicly held companies; and

 c.
 changes
in process prior to any further acquisition or financing activity.

 Management's
Annual Report on Internal Control over Financial Reporting

 Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In making this assessment, management used the criteria set forth by the committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). The
Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles
accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect
on the interim or annual financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.

 The
Company's management notes that the Company's internal control over financial reporting was not effective as of December
31, 2024.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis.

 The
material weaknesses identified during our annual audit for 2024 were (i) lack of segregation of duties, and (ii) lack of sufficient resources
with appropriate accounting experience), especially with regards to equity-based transactions and tax accounting expertise.

 Because of these material weaknesses, management
concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024. This Annual
Report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial
reporting. The disclosure contained under this Item 9A was not subject to attestation by our registered public accounting firm pursuant
to the temporary rules of the SEC that permit us to provide only with the disclosure under this Item 9A in this annual report.

 We
believe that the material weaknesses as reported will eventually be fully remediated, upon being properly capitalized to hire the proper
personnel for segregation of duties and SEC and GAAP accounting knowledge.

 Management ' s
Report on Disclosure Controls and Procedures

 The
Company's management has identified what it believes are material weaknesses in the Company's disclosure controls and procedures.

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

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

 We
utilize information technology for internal and external communications with vendors, clinical sites, banks, investors and shareholders.
Loss, disruption or compromise of these systems could significantly impact operations and results.

 We are not aware of any material cybersecurity violation
or occurrence. We believe our efforts toward prevention of such violation or occurrence, including system design and controls, processes
and procedures, training and monitoring of system access, but may not prevent unauthorized access to our systems.

 Changes
in Internal Control Over Financial Reporting

 There
has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
that occurred during our fourth quarter ended December 31, 2024 that has materially affected, or is likely to materially affect, our
internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 CURRENT
BOARD OF DIRECTORS AND MANAGEMENT

 The
following table and biographical summaries set forth information, including principal occupation and business experience about our directors
and executive officers as December 31, 2024:

 Board
of Directors

 Name

 Position

 Age

 Date Appointed

 Date Resigned

 Current Board

 Mack Leath

 Chief Executive Officer, Chief Financial Officer, Chairman of the Board, Director

 12/15/2023

 in place

 John Mitchell

 Director, Secretary

 12/15/2023

 in place

 Dr. Jordan Balencic

 Independent Director

 12/15/2023

 in place

 Current
Board and Management

 Mr.
Mack Leath, age 68, is a Director who also serves as CEO, CFO and Chairman of the Board of Directors. He is a senior executive
with 30 + years' experience in business management, including a number of rapid growth and start-up situations. He has been a sales
and marketing professional in Petro-chemical distribution, software and construction related products as well as healthcare. His roles
include financial management and capital markets. He has previously served on the Board of the Company from September 2016 until May
2017 where he assisted in restructuring and evaluating various business situations.

 Mr.
Leath has held several positions with several software companies. He is the founder and Vice President of Business Development for Araicom
Life Sciences, a literature search software start-up, Medsoftccs, LLC a software solution focused on assisting HR functions with nursing
compliance issues and represents WVI Enterprise Companion, a software operating environment for the petro-chemical industries. His involvement
with each organization has varied with his primary focus being development and implementation of the business plans, raising investment
capital (angel), marketing and sales. Most recently, Mr. Leath is a partner in CLRM which assesses GHG's to trade in environmental carbon
credit market and assists in improving fuel economies and emissions for long haul trucks.

 Mr.
Leath has been the past president and has continued to serve on the Board of Searstone (www.searstone.com), a $150 million Continuing
Care Retirement Community in Cary, NC since its inception in 2005, construction and occupancy. As president, he presented and argued
the business case before the North Carolina MedCare Commission for the $112 million bond financing in 2010. In conjunction with this
role, he has served as president of Quality Care Foundation, a 501c(3) corporation since 2002 which is the bond holder for other assisted
care living facilities and CCRCs.

 Mr.
Leath graduated from North Carolina State University with a B.S. in Business Administration; 1986.

 Dr.
Jordan Balencic, age 39, is a Director. His employment history includes positions in both the healthcare arena, and as an entrepreneur.
His healthcare experience is as follows: From October 2016 until the present, he has served as the Service Chief, Medical Director, and
a staff physician for Home Based Primary Care (HBPC) November for the U.S. Department of Veterans Affairs, Veterans Health Administration
Lebanon, PA (Lebanon VA Medical Center).

 His
experience as an entrepreneur includes CEO / Co-Founder of ERApeutics, LLC d/b/a EVERMIND, Lancaster, PA, a physician-led organization
dedicated to commercializing evidence-based, functional food and beverage products for cognitive health. From August 2017 until the present,
he serves as CEO / Co-Founder for BrainPower Capital, Inc., Lancaster, PA a health and wellness commercialization consultancy that has
provided strategic guidance to several startups and public microcap companies since 2017.

 He
previously served as a member of the Board of Directors for Mitesco from September 2016 until September 2018 where he assisted in restructuring
and evaluating various business acquisitions.

 Dr.
Balencic's education includes the following degrees: Doctor of Osteopathic Medicine (D.O.), in June 2013 from Lake Erie College
of Osteopathic Medicine, Erie, PA and Bachelor of Science (B.S.) in May 2009 from Gannon University, Erie, PA Degree: B.S. Biology with
Emphasis in Pre-Medicine, Cum Lade.

 Mr.
John Mitchell, age 56, a Director who also serves as Secretary and Treasurer, has been an independent business owner and advisor
since 2001 until present with an emphasis on the lighting and electrical products area in the yachting industry, as well as certain home
improvement business activities. From 1997 until 2001 he was employed by Microsoft Corporation as a recruiter. From 1989 until 1997 Mr.
Mitchell served in the U.S. Marine Corps, most recently as Sergeant E-5. Mr. Mitchell provided bridge financing to the Company in September
2022.

 Mr.
Mitchell's education includes undergraduate studies at Campbell University, Buios Creek, NC, 1989.

 Arrangements
for Nomination as Directors and Changes in Procedures for Nomination; Election of Directors

 No
arrangement or understanding exists between any director or nominee and any other persons pursuant to which any individual was or is
to be selected or serve as a director. No director or executive officer has any family relationship with any other director or with any
of the Company's executive officers. Holders of our Common Stock are entitled to one vote for each share held on all matters submitted
to a vote of the stockholders, including the election of directors. Cumulative voting with respect to the election of directors is not
permitted by our Certificate of Incorporation. Our Board of Directors shall be elected at the annual meeting of the shareholders or at
a special meeting called for that purpose. Each director shall hold office until the next annual meeting of shareholders and until the
director's successor is elected and qualified.

 Composition
of our Board of Directors

 Our
board of directors currently consists of three (3) members. Our directors hold office until their successors have been elected and qualified
or until the earlier of their death, resignation, or removal.

 Director
Independence

 While
the Company's shares are not listed on the NASDAQ Capital Market, the Company has chosen to implement NASDAQ's independence
standards to determine the independence of our board of directors. Accordingly, Dr. Jordan Balencic is currently the only independent
board member in accordance with NASDAQ independence standards. Our Board determined that Mr. Leath and Mr. Mitchell, are not independent
directors as a result of being an executive officer to the Company.

 Advisory
Board

 The
Board of Directors authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain
business areas under consideration by the Company. These positions are "non-executive" and as such are not governed by Section
16 of the Securities Act. The members of the advisory board do not have the authority to vote on matters brought to the Board of Directors
and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by
fiduciary duties and are not entitled to indemnification.

 The
members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center
business development and data center systems software, and digital marketing as noted here:

 1)

 Kristen
 Plybon is a cybersecurity professional with a strong background in data privacy with CIPP/US and CIPP/E certifications. She is a
 licensed attorney with a deep understanding of state, federal, and global data protection laws and regulations.

 2)

 Nathaniel
 Wade is a professional specializing in cybersecurity and enterprise IT operations for a number of well-known Fortune 1,000, Department
 of Defense (DoD), and Federal Civilian (FedCiv) agencies specializing in design and implementation of cybersecurity programs for
 public safety, national defense, and intelligence communication systems;

 3)

 Tom
 Simon, the owner of Synthos, LLC, a Seattle-based provider of development and support services specializing in GIS. Synthos' services
 include data procurement and analysis, and spatial and statistical analysis using industry leading applications such as ESRI's
 Arc-Info and Trimble Navigation.

 4)

 Chris
 McLoughlin has spent his career in software and systems development and is an owner of Accucom Consulting, Inc., which specializes
 in network infrastructure, and Sentry RMS, which provides software to the public safety sector including various state and municipal
 law enforcement and fire agencies.

 5)

 Gabriel
 Crawford has over 20 years of experience in data center development from location selection through power distribution engineering
 and financial structuring including co-location, data center design, key account recruitment and multi-site data distribution.

 6)

 Jim
 Clifton is a seasoned Software Field Sales Director with over 20 years of experience in driving business growth through innovative
 go-to-market sales strategies focused on systems software, modern infrastructure, and data analytics and innovative implementation
 to improve productivity across corporations and workforces worldwide.

 7)

 Mr.
 Marty Valania is a senior executive whose career has focused on the use of digital marketing in support of the newspaper industry,
 for both businesses (B2B), and direct to consumer selling. He is focused on assisting the Company establish a digital marketing operation
 in support of both their internal needs, and as a service to third parties.

 Board
of Directors Committees

 The
Company currently has audit and compensation committees of the board of directors. The Company may elect to may create additional Board
committees when it applies to an up-listing to a senior exchange.

 Audit
Committee

 The
Company has appointed Dr. Balencic as the sole member of the audit committee. Dr. Balencic is independent under the Nasdaq Listing Rules
independence standards. Our audit committee is comprised of one independent board member. The audit committee is responsible for overseeing
our corporate accounting and financial reporting process, assisting our board of directors in monitoring our financial systems, and overseeing
legal, healthcare, and regulatory compliance. Our audit committee also:

 selects and hires the independent registered public accounting firm to audit our financial statements;

 helps
to ensure the independence and performance of the independent registered public accounting firm;

 approves
audit and non-audit services and fees;

financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly
financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal
controls over financial reporting and disclosure controls;

 prepares
the audit committee report that the SEC requires to be included in our annual proxy statement;

reports and communications from the independent registered public accounting firm;

the adequacy and effectiveness of our internal controls and procedure;

our policies on risk assessment and risk management;

related party transactions; and

 establishes
and oversees procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by
our employees of concerns regarding questionable accounting or auditing matters.

 Our
audit committee operates under a written charter, which satisfies the applicable rules of the SEC.

Committee

 Mr.
Leath and Mr. Mitchell currently serve as members of the compensation committee. Our compensation committee oversees our compensation
policies, plans and benefits programs. The compensation committee also:

 oversees
 our overall compensation policies, plans and benefit programs;

 and recommends to our board of directors for approval compensation for our executive officers and directors;

 prepares
 the compensation committee report that the SEC would require to be included in our annual proxy statement if we were no longer deemed
 to be an emerging growth company or a smaller reporting company; and

 administers
 our equity compensation plans.

 Our
compensation committee operates under a written charter, which satisfies the applicable rules of the SEC.

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics, which applies to our Board of Directors, our executive officers, and our employees,
and outlines the broad principles of ethical business conduct we adopted, covering subject areas such as:

 o

 Compliance
 with applicable laws and regulations

 o

 Handling
 of books and records

 o

 Public
 disclosure reporting

 o

 Insider
 trading

 o

 Discrimination
 and harassment

 o

 Health
 and safety

 o

 Conflicts
 of interest

 o

 Competition
 and fair dealings

 o

 Protection
 of Company asset

 EXECUTIVE
COMPENSATION

 Summary
of Executive Compensation

 The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid
by us during the periods ended December 31, 2024 and 2023.

 Summary
Compensation Table

 Salary

 Salary

 earned

 earned

 Non-Equity

 Nonqualified

 and

 and

 Incentive

 Deferred

 All

 Name and

 paid

 unpaid

 Stock

 Option

 Plan

 Other

 Principal

 in cash

 in cash

 Bonus

 Awards

 Awards

 Earnings

 Total

 Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Mack Leath

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Chief Executive Officer and Chief Financial Officer

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Lawrence Diamond

 2024

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Former Chief Executive Officer

 2023

 7,000

 233,385

 -

 -

 -

 -

 -

 634,114

 (a)

 874,499

 Thomas Brodmerkel

 2024

 -

 -

 -

 -

 -

 -

 -

 Former Chief Financial Officer

 2023

 -

 115,385

 -

 -

 -

 -

 -

 95,791

 (a)

 211,176

 (a)

 Consists
 of an equity incentive for the conversion of notes and accrued compensation into Series F preferred shares. These shares have now
 been fully extinguished as a part of the FY2024 Restructuring.

 Pension
Benefits; Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

 We
do not offer pension benefits, non-qualified contribution, or other deferred compensation plans to our executive officers.

 Outstanding
Equity Awards at December 31, 2024

 In
January 2024 the Board of Directors terminated the stock option plan, and all previously issued options. As a result there are no outstanding
options at this time.

 DIRECTOR
COMPENSATION

 The
following table sets forth, for the year ended December 31, 2024, information relating to the compensation of each director who served
on our Board of Directors during the fiscal year and who was not a named executive officer. This compensation was for their role as Director
of the Company within the fiscal year, as well as an issuance in consideration of their contributions outside of their role as a director.

 Director
Compensation for FY2024

 CASH
 PAYMENTS

 SERIES
 X PREFERRED SHARES

 RESTRICTED
 COMMON STOCK PERFORMANCE AWARDS

 VALUE
 OF PERFORMANCE REWARD

 TOTAL
 COMPENSATION

 LEATH

 $
 60,000

 250,000

 $
 75,000

 $
 135,000

 BALENCIC

 $
 60,000

 250,000

 $
 75,000

 $
 135,000

 MITCHELL

 $
 28,000

 $
 60,000

 250,000

 $
 75,000

 $
 163,000

 The
Company appointed three (3) new Directors on December 15, 2023. They elected to receive no compensation for 2023.

 They
have agreed to serve for one (1) year terms and have agreed to a compensation plan that provides for a) $60,000 per year stipend to be
paid by the issuance of Series X Preferred Stock, and b) reimbursement of any real and actual cash expenses incurred in the execution
of their responsibilities such as travel, office supplies or similar nominal expenses, c) potential performance awards using restricted
common stock based on the performance of the Company in its restructuring and operations.

 The
Series X Preferred shares have a face value of $25 per share and pay dividends of 10% in cash or through the issuance of restricted common
stock monthly. All dividends to date for previously issued shares have been paid through the issuance of restricted common stock, and
it is anticipated that this practice will continue indefinitely.

 For
2024, in conjunction with their appointments, each of the Directors will receive a total of 2,400 shares of Series X Preferred stock.
Each share has voting rights entitling it to four hundred (400) votes, when compared to common stock which has one (1) vote per share.
As such each director will be entitled to 960,000 share votes on any matter requiring a vote.

 In
July 2024 each of the Directors were issued 100,000 shares of restricted common stock in consideration of their contributions over and
above their role as a member of the Board of Directors. The shares were valued at $.25 per share, and the Company recorded stock compensation
of $5,000 for each issuance, $75,000 in aggregate, related to the issuance.

 In
November 2024 each of the Directors were issued 150,000 shares of restricted common stock in consideration of their contributions over
and above their role as a member of the Board of Directors. The shares were valued at $.34 per share, $51,000 for each director, or $153,000
in total, per share, and the Company recorded stock compensation of $51,000 for each issuance, $153,000 in aggregate, related to the
issuance.

FY2024 the Directors also received 8,661 shares of restricted common stock in payment of dividends for the Series X Preferred shares,
valued at $2,165 each. Mr. Mitchell was compensated with $28,000 in cash consideration for his time providing administrative support.

 This
brings the total compensation for each Director for FY2024 to $137,165, consisting of a) an annual stipend of $60,000 paid in the form
of the issuance of 2,400 shares of Series X Preferred shares, and b) 250,000 shares of restricted common stock issued for services and
performance outside of their Board responsibilities in two (2) separate issuances, one for the first half of FY2024 of 100,000 shares,
and a second for the last half of FY2024 of 150,000 shares.

 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information
as of March 22, 2025, regarding the beneficial ownership of our Common Stock and Series X Preferred Stock by (i) each person (including
any "group" as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be a beneficial owner of more than
5% of our common stock, (ii) each of our directors and "named executive officers;" and (iii) all of our directors and executive
officers as a group. At March 22, 2025, we had 9,774,332 shares of Common Stock issued and outstanding, and 19,703 shares of Series X
Preferred Stock issued and outstanding, having an aggregate of 17,543,458 votes. Unless otherwise indicated, the address of each of the
stockholders listed is 1660 Highway 100 South, Suite 432, Saint Louis Park, Minnesota 55416. Beneficial ownership is determined in accordance
with the rules of the SEC and includes general voting power and/or investment power with respect to securities. Shares of Common Stock
issuable upon exercise of options or warrants that are currently exercisable or exercisable within 60 days of the Record Date and shares
of Common Stock issuable upon conversion of other securities currently convertible or convertible within 60 days, are deemed outstanding
for computing the beneficial ownership percentage of the person holding such securities but are not deemed outstanding for computing
the beneficial ownership percentage of any other person. Under the applicable SEC rules, each person's beneficial ownership is
calculated by dividing the total number of shares with respect to which they possess beneficial ownership by the total number of outstanding
shares. In any case where an individual has beneficial ownership over securities that are not outstanding but are issuable upon the exercise
of options or warrants or similar rights within the next 60 days, that same number of shares is added to the denominator in the calculation
described above. Because the calculation of each person's beneficial ownership set forth in the "Percentage Class"
column of the table may include shares that are not presently outstanding, the sum total of the percentages set forth in such column
may exceed 100%.

 shares outstanding at March 22, 2025

 9,774,332

 Preferred
 X shares outstanding at March 22, 2025

 19,703

 Votes
 from Preferred X super voting rights:

 7,881,200

 Total
 voting shares including common and super votes from Preferred X

 17,543,458

 Name

 and Nature of Beneficial Ownership of Common Stock

 Percentage
 of Common Stock Beneficially Owned

 Number
 of Shares of Series X Preferred Stock

 Percentage
 of Series X Preferred Stock

 Number
 of votes at 400 per share

 Add
 common shares held at March 22, 2025

 Total
 Votes

 %
 of the Total Votes

 MACK LEATH
 (1)

 379,494

 3.88
 %

 2,400

 12.18
 %

 960,000

 379,494

 1,339,494

 7.59
 %

 JORDAN BALENCIC

 258,661

 2.65
 %

 2,400

 12.18
 %

 960,000

 258,661

 1,218,661

 6.90
 %

 JOHN MITCHELL

 300,040

 3.07
 %

 2,400

 12.18
 %

 960,000

 300,040

 1,260,040

 7.14
 %

 Current
 Executive Officers and Directors as a group (3 Persons)

 938,195

 9.60
 %

 7,200

 36.54
 %

 2,880,000

 938,195

 3,818,195

 21.63
 %

 5%
 or more shareholders

 ANGLO IRISH
 MANAGEMENT LLC (2)

 171,967

 1.76
 %

 12,503

 63.46
 %

 5,001,200

 164,306

 5,165,506

 29.30
 %

 ANSON
 INVESTMENTS, ET AL

 868,358

 8.9
 %

 -

 -

 -

 868,358

 868,358

 4.9
 %

 (1)
 includes
 100,000 shares issued to a family member for acquisition of a software business

 (2)
 Based
 solely on representation by Anglo Irish Management LLC ("Anglo"). During FY2024
 Anglo received 45,122 shares of common stock as interest earned on shares of the Series X
 Preferred Stock and owns 12,503 shares of Series X Preferred. Daniel Hollis is the Manager
 of Anglo Irish Management LLC, and its business address is 9057A Selborne Lane, Chatt Hills,
 GA 30268.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1)

 The following financial statements are included in this Annual Report on Form 10-K for the fiscal years ended December 31, 2024, and 2023:

 1.

 Report of Independent Registered Public Accounting Firm

 3.

 Consolidated Balance Sheets as of December 31, 2024, and 2023

 4.

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024, and 2023

 5.

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024, and 2023

 6.

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023

 7.

 Notes to Consolidated Financial Statements

 (a)(2)

 All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes.

 (a)(3)

 The exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein by reference:

 Unless
otherwise indicated, each of the following exhibits have been previously filed with the Securities and Exchange Commission by the Company
under File No. 000-53601.

 Incorporated by

 Exhibit

 Reference

 Filed or Furnished

 Number

 Exhibit Description

 Form

 Exhibit

 Filing Date

 Herewith

 3.1

 Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012.

 10.1

 3.2

 Bylaws of Trunity Holdings, Inc., dated January 18, 2012.

 10.2

 3.3

 Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012.

 3.3

 3.4

 Certificate of Designation of Series X Preferred Stock of Trunity Holdings, Inc., dated December 9, 2015.

 3.1

 12/15/2015

 3.5

 Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015.

 3.1(i)

 1/06/2016

 3.6

 Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc.

 3.6

 1/06/2020

 3.7

 Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc.

 3.07

 3/13/2020

 3.8

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

 3.7

 8/14/2020

 3.9

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

 3.8

 11/13/2020

 3.10

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

 3.9

 11/13/2020

 4.1*

 Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan.

 10.4

 4.2

 Convertible Promissory Note issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC.

 4.2

 4.3

 Convertible Promissory Note issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC.

 4.3

 4.4

 Convertible Promissory Note issued by True Nature Holding, Inc. on January 2, 2019, to Power Up Lending Group Ltd.

 4.4

 4.5*

 Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293)

 S-8

 4.1

 01/21/2021

 4.6

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

 4.6

 04/05/2022

 10.1

 Agreement and Plan of Merger, dated as of January 24, 2011, by and among Trunity Holdings, Inc., Trunity Acquisitions Corp. and Trunity, Inc.

 10.5

 10.2

 Stock Purchase Agreement between dated as of January 24, 2012, by and among George Norman, Donna Norman, Lane Clissold, Trunity Holdings, Inc. and Trunity, Inc.

 10.3

 10.3

 Agreement and Plan of Merger, dated as of January 24, 2012, by and among Brain Tree International, Inc. and Trunity Holdings, Inc.

 10.4

 10.4

 Investment Project Contract dated as of March 18, 2013, among Trunity, Inc., InnSoluTech LLP and Educom Ltd.

 10.5

 10.5

 Trunity Holdings, Inc. 2012 Employee, Director, and Consultant Stock Option Plan.

 10.4

 10.6

 License Agreement dated as of March 20, 2013, between Trunity, Inc. and Educom Ltd.

 10.7

 10.7

 Share Purchase Agreement dated as of March 20, 2013, between Trunity, Inc. and InnSoluTech LLP.

 10.6

 10.8

 Memorandum of Understanding Regarding Trunity Holdings, Inc. and PIC Partners dated as of April 17, 2013, by and between Pan-African Investment Company and Trunity Holdings, Inc.

 10.13

 10.9

 Subscription Agreement dated May 28, 2013, between Trunity Holdings, Inc., and Pan African Investment Company.

 10.9

 10.10*

 Form of Indemnification Agreement between Trunity Holdings, Inc., and its Directors.

 10.8

 10.11

 The Indemnification Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Dana M. Reed.

 10.12

 10.12

 Voting Agreement dated May 30, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC.

 10.11

 10.13

 Investors Rights Agreement dated May 30, 2013, between Trunity Holdings, Inc., and Pan African Investment Company.

 10.10

 10.14

 Voting Agreement dated June 5, 2013, by and among Trunity Holdings, Inc., Terry Anderton, RRM Ventures, LLC, Aureus Investments, LLC and Pan-African Investment Company, LLC. (File No. 005-86722)

 13D

 C

 7/25/2013

 10.15

 Investors Rights Agreement dated June 5, 2013, between Trunity Holdings, Inc., and Pan African Investment Company.

 13D

 D

 7/25/2013

 10.16

 Non-Qualified Stock Option Agreement dated as of December 23, 2013, between Arol Buntzman and Trunity Holdings, Inc.

 10.14

 10.17

 Securities Purchase Agreement dated as of November 5, 2014, by and between Trunity Holdings, Inc. and Peak One Opportunity Fund, L.P.

 10.15

 11/25/2014

 10.18

 Consulting Agreement dated as of December 1, 2015, by and between Trunity Holdings, Inc., and Stephen Keaveney.

 10.2

 12/15/2015

 10.19

 Securities Exchange Agreement dated as of December 9, 2015, by and among Trunity Holdings, Inc., and the Members of Newco4Pharmacy, LLC.

 10.1

 12/15/2015

 10.20

 Spin-off and Asset Transfer Agreement dated as of December 31, 2015, by and among Trunity Holdings, Inc., Trunity, Inc., a Delaware corporation, and Trunity, Inc., a Florida corporation.

 10.1

 1/06/2016

 10.21

 Asset Purchase Agreement, dated September 30, 2016, by and among True Nature Holding, Inc., P3 Compounding Of Georgia, LLC, and ICP Holdings, LLC

 10.1

 10/05/2016

 10.22

 Consulting Agreement, dated June 8, 2017, between True Nature Holding, Inc. and Resources Unlimited NW LLC.

 10.1

 6/15/2017

 10.23

 Note Payable by True Nature Holding, Inc. to Stephen Keaveney, dated July 10, 2017.

 10.1

 8/18/2017

 10.24

 Convertible Promissory Note issued by True Nature Holding, Inc. on July 5, 2018, to Power Up Lending Group Ltd.

 4.1

 7/13/2018

 10.25

 Securities Purchase Agreement, dated July 5, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd.

 4.2

 7/13/2018

 10.26

 Equity Financing Agreement, August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC.

 10.1

 8/16/2018

 10.27

 Registration Rights Agreement, dated August 9, 2018, between True Nature Holding, Inc. and GHS Investments, LLC

 10.2

 8/16/2018

 10.28

 Convertible Promissory Note issued by True Nature Holding, Inc. on September 18, 2018, to Power Up Lending Group Ltd.

 4.1

 9/28/2018

 10.29

 Securities Purchase Agreement, dated September 18, 2018, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd.

 10.1

 9/28/2018

 10.30

 Convertible Promissory Note issued by True Nature Holding, Inc. on November 9, 2018, to Power Up Lending Group Ltd.

 4.1

 10.31

 Securities Purchase Agreement, dated November 9, 2018, between True Nature Holding, Inc. and Power Up Lending Group Ltd.

 10.1

 10.32

 Securities Purchase Agreement, dated November 26, 2018, by and between True Nature Holding, Inc. and Auctus Fund, LLC.

 10.2

 10.33

 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on November 26, 2018, to Auctus Fund, LLC.

 10.5

 10.34

 Securities Purchase Agreement, dated December 19, 2018, between True Nature Holding, Inc. and Crown Bridge Partners, LLC.

 10.3

 10.35

 Common Stock Purchase Warrant issued by True Nature Holding, Inc. on December 19, 2018, to Crown Bridge Partners, LLC.

 10.6

 10.36

 Securities Purchase Agreement, dated January 2, 2019, by and between True Nature Holding, Inc. and Power Up Lending Group Ltd.

 10.4

 10.37*

 Senior Executive Employment Agreement effective as of October 1, 2019, between True Nature Holding Inc. and M. Lawrence Diamond

 10.3

 10/16/2019

 10.38*

 Senior Executive Employment Agreement effective as of November 4, 2019, between True Nature Holding Inc. and Julie R. Smith

 10.2

 10/16/2019

 10.39*

 Form of
 Board of Directors Advisory Agreement, dated as of December 26, 2019, between True Nature Holding Inc. and its Board
 Members

 10.03

 1/06/2020

 10.40

 Asset Purchase Agreement, dated as of March 2, 2020, by and among My Care, LLC and True Nature Holding, Inc.

 10.1

 3/13/2020

 10.41

 Convertible Redeemable Promissory Note issued by True Nature Holding, Inc. on April 8, 2020, to Eagle Equities, LLC.

 4.01

 4/17/2020

 10.42

 Securities Purchase Agreement, dated April 8, 2020, between True Nature Holding, Inc. and Eagle Equities, LLC.

 4.02

 4/17/2020

 10.43

 Promissory Note issued by Bank of America, NA on April 25, 2020, to True Nature Holding, Inc.

 10.1

 5/11/2020

 10.44*

 Board of Directors Advisory Agreement, dated June 1, 2020, between Mitesco, Inc. and Faraz Paqvi.

 5.01

 7/13/2020

 10.45

 Convertible Redeemable Note, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC Inc.

 4.01

 8/05/2020

 10.46

 Securities Purchase Agreement, dated July 1, 2020, between Mitesco, Inc. and Eagle Equities, LLC.

 10.01

 8/05/2020

 10.47

 Consulting Advisor Agreement, dated July 8, 2020, between Mitesco, Inc. and Michael Loiacono.

 10.1

 7/08/2020

 10.48*

 Board of Directors Advisory Agreement, dated August 1, 2020, between Mitesco, Inc. and Juan Carlos Iturregui.

 10.02

 8/05/2020

 10.49

 Securities Purchase Agreement, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities, Inc.

 10.01

 8/27/2020

 10.50

 Convertible Redeemable Promissory Note, dated August 20, 2020, between Mitesco, Inc. and Eagle Equities Inc.

 4.01

 8/27/2020

 10.51

 Securities Purchase Agreement, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities, Inc.

 10.01

 10/06/2020

 10.52

 Convertible Redeemable Promissory Note, dated September 30, 2020, between Mitesco, Inc. and Eagle Equities Inc.

 4.01

 10/06/2020

 10.53

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

 10.4

 11/13/2020

 10.54

 Securities Purchase Agreement, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities, Inc.

 10.01

 11/06/2020

 10.55

 Convertible Redeemable Promissory Note, dated October 29, 2020, between Mitesco, Inc. and Eagle Equities Inc.

 4.01

 11/06/2020

 10.56

 Securities Purchase Agreement, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities, Inc.

 10.01

 12/15/2020

 10.57

 Convertible Redeemable Promissory Note, dated December 9, 2020, between Mitesco, Inc. and Eagle Equities Inc.

 4.01

 12/15/2020

 10.61

 Employment Agreement by and between Phillip Keller and Mitesco, Inc., dated as of March 17, 2021.

 10.1

 03/17/2021

 21.1

 Subsidiaries of the Registrant

 X

 31.1

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

 X

 32.1

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

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

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

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURE

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, to be signed on its behalf by the undersigned, thereunto duly
authorized.

 MITESCO, INC.

 Dated: March
 31, 2025

 By:

 /s/
 Mack Leath

 Mack
 Leath

 Chief
 Executive Officer, Chief Financial Officer and Chairperson of the Board of Directors

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons
on behalf of the Registrant, Mitesco, Inc., and in the capacities and on the dates indicated.

 Signature
 and Title

 Date

 /s/
 Mack Leath

 March
 31,
 2025

 Mack
 Leath

 Chief
 Executive Officer, Chief Financial Officer and Chairperson of the Board of Directors

 (Principal
 Executive Officer)

 /s/
 John Mitchell

 March
 31,
 2025

 John
 Mitchell

 Secretary
 and Director

 /s/
 Dr. Jordan Balencic

 March
 31,
 2025

 Jordan
 Balencic

 Director

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