UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2023

 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

 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 87-0496850

 (State Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification Number)

 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

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

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

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

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

 Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large, accelerated filer," "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.

 Indicate 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 o cers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate 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, 2023, the last business day of the registrant's most recently completed second fiscal quarter, was $ 5,571,231. 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 April 1, 2024, the registrant had outstanding 5,635,044 shares of common stock.

 DOCUMENTS INCORPORATED BY REFERENCE: None

 PAGE

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 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

 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

 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.

 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

 During the fiscal year ended December 31, 2022, 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, 2022, 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 Item 1A. Risk Factors.

 Risks Related to our Financial Condition

 Effective December 8, 2022, we closed all of our clinic locations due to a lack of funding. Subsequent to that date we have entered into negotiations to terminate all locations. We do not intend to reenter the clinic business area.

 We are evaluating a number of acquisitions at this time and are in the initial stages of our revised business plan and have limited or no historical performance on which to base an investment decision and may never become profitable.

 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

 Risks Related to our Business

 We are currently focused on developing a new business model and have extremely limited operating history and limited information and therefore our business may be difficult to evaluate.

 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.

 Any damage to our reputation may materially and adversely affect our business, financial condition, and results of operations.

 Risks Related to Government Regulation

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

 The impact on our planned operations by recent and future legislation and other changes in the industry and in spending is unpredictable and volatile.

 We are subject to federal Anti-Kickback Statutes and Federal Stark Law.

 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.

 A sizable portion of our voting securities is owned and controlled by our Board of Directors and certain key stockholders, and they therefore maintain significant control over the company and the outcome of matters put to a stockholder vote.

 Related to Ownership of our Common Stock

 Shares 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.

 There can be no assurances that our Common Stock can be listed on the Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of the Nasdaq Capital Market.

 Because 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.

 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 completed a "spin out" of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. On October 13, 2023, the Company effected a re-domestication to Nevada.

 We are a holding company seeking to provide products, services and technology to make accessible higher quality, and more affordable healthcare solutions. We have recently discontinued the business activities within "The Good Clinic, LLC" healthcare subsidiary due to lack of profitability and limited funding. We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

 Our operations are subject to comprehensive federal, state, and local laws and regulations in the jurisdictions in which it does business. There also continues to be a heightened level of review and/or audit by federal and state regulators of the health and related benefits industry's business and reporting practices. As of the date of this filing, we are not subject to any actual or anticipated regulatory reviews or audits relating to our operations.

 The laws and rules governing our businesses and interpretations of those laws and rules continue to evolve each year and are subject to frequent change. The application of these complex legal and regulatory requirements to the detailed operation of our businesses creates areas of uncertainty. Further, there are numerous proposed health care, financial services and other laws and regulations at the federal and state level some of which could adversely affect our businesses if they are enacted. We cannot predict whether pending or future federal or state legislation will have an adverse effect on our business.

 We can give no assurance that the businesses, financial condition, operating results and/or cash flows will not be materially adversely affected, or that we will not be required to materially change its business practices, based on: (i) future enactment of new health care or other laws or regulations; (ii) the interpretation or application of existing laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to one or more of our businesses, one or more of the industries in which we compete and/or the health care industry generally; (iii) our pending or future federal or state governmental investigations.

 Discontinued Operations and Debt Exchange Agreement

 We have discontinued business activities as a result of the closure of "The Good Clinic, LLC" healthcare subsidiary in late 2022. It has been permanently shuttered due to a lack of profitability. See note 4. 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 in the form of forgiveness of certain notes payable held by Howe. See note 16. As a result, the accounts of The Good Clinic, LLC have been included in "Net (loss) from discontinued operations" in our consolidated statements of operations. Additionally, these assets and liabilities have been presented as discontinued operations in our consolidated balance sheet as of December 31, 2023 and December 31, 2022. See Note 4 - Discontinued Operations for additional information.

 Reverse Stock Split

 On December 12, 2022, our board of directors approved the filing of a certificate of amendment to our amended and restated certificate of incorporation (the "Amendment") with the Secretary of State of the State of Delaware to affect a one-for-fifty reverse stock split. The Amendment became effective at 5:00 p.m. Eastern Time on December 12, 2022.

 Pursuant to the Amendment, at the effective time of the Amendment, every fifty (50) shares of our issued and outstanding common stock was automatically combined into one (1) issued and outstanding share of common stock. The Reverse Stock Split affected all shares of our common stock outstanding immediately prior to the effective time of the Amendment. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share received a full share thereof. As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment were reduced proportionately. All share and per share amounts of common stock presented in this Annual Report on Form 10k have been retroactively adjusted to reflect the Reverse Stock Split.

 On January 4, 2023, the Company disclosed in a DEF 14C filing with the SEC that its shareholders had authorized the Board of Directors to affect a reverse split of up to four (4) to one (1) reverse split. Authorization to be available until December 18, 2025. The SEC filing can be found at the following link:

 On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate this previously approved authorization.

 Competition

 There is a large market for acquisitions by other holding companies, investors, private equity, venture capital and other existing businesses in the subject matter areas of the targets.

 Our competitors may have greater name recognition, longer operating histories and significantly greater financial and other resources than we do. Further, our 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 patient requirements and may have the ability to initiate or withstand substantial price competition. In addition, our competitors have established, and may in the future establish, cooperative relationships with vendors of complementary 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 member or patient base, more widely adopted proprietary technologies, greater marketing expertise, greater financial resources, and larger sales forces than we have, which could put us at a competitive disadvantage. Our competitors could also be better positioned to serve certain segments of the healthcare market, which would limit our member and patient growth. In light of these factors, even if our solution is more effective than those of our competitors, current members, health network partners and enterprise clients may accept alternative competitive solutions in lieu of purchasing our solution. If we are unable to compete in the healthcare market, our business would be harmed.

 We cannot be assured that we will be able to compete 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 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.

 Operational Overview

 During 2021 and through the year ended December 31, 2022, we focused on establishing medical clinics utilizing nurse practitioners and telemedicine technology under "The Good Clinic" name. Our strategy was to utilize a mix of nurse practitioners and telemedicine technology in clinics to improve patient experiences and outcomes and reduce healthcare costs as compared to other available treatment options. As previously noted, we made a strategic decision to shutter the clinic in the fourth quarter of 2022 and released the entire staff. Our senior management team and the Board of Directors within the holding company was replaced in December 2023, adding individuals with greater knowledge of turnaround management, and acquisition development. As we redevelop our new strategy for lower cost operations, we expect to focus on the acquisition of existing technology and services businesses, or those with very near-term potential.

 Management/Human Capital

 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.

 We also use the services of additional advisors and consultants on an as needed basis to perform outsourced tasks including accounting, SEC reporting, corporate finance, and investor relations. As of December 31, 2023, 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.

 Intellectual Property

 In August 2020, we applied for trademark protection of "The Good Clinic", with the United States Patent & Trademark Office (USPTO). Our federal trademark registration for the mark THE GOOD CLINIC is on the Supplemental Register, not the Principal Register. The Supplemental Register does not confer the same rights and benefits as the Principal Register. After a period of five years of use, or sooner based upon our marketing resources and our use of the name, we intend to apply to have the name transferred to the Principle Register. These assets, along with remaining clinic equipment, operating documentation and computers were sold in exchange for cancellation of certain debts, as noted below.

 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) accrued salary owed to Mr. Howe in the amount of approximately $38,000 or approximately $25,000 (the investment incentive of 65% applied only to the accrued salary portion), 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 the approximately $25,000, there was no gain or loss recorded on this transaction.

 See the Form 8k filing of December 13, 2023, located here, for additional details:

 Government Regulation

 Acquisitions of many businesses are subject to federal, state and local review and regulation. Any legal or regulatory action could be time-consuming and costly. If we or the manufacturers or distributors that supply our products fail to comply with all applicable laws, standards, and regulations, action by regulatory agencies could result in significant restrictions. Any regulatory action could have a negative impact on us and materially affect our reputation, business, and operations. Our operations and economic viability may be adversely affected by the changes in such regulations.

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

 Environmental and Occupational Safety and Health Administration Regulations

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

 Recent Developments

 We are a holding company with current operating plans to acquire one or more existing businesses that may have the ability to scale i operations organically, or through additional acquisitions and capital from the public equity markets. While from late 2012 through late 2022 we did operate a subsidiary focused on primary care focused healthcare clinics, we made a strategic decision to close those clinic due to a lack of profitability.

 The clinics closed and leases cancelled include the clinics in: 1) Eagan, MN, 2) St. Paul MN, 3) St. Louis Park, MN, 4) Maple Grove, MN, 5) NE Minneapolis, 6) Wayzata, MN (under construction), and 7) two clinics in Denver, CO (under construction). We have settlements in place, or in process with the leaseholders and construction entities which participated in the clinic operation. We expect continued efforts to negotiate the settlement of any remaining liabilities during the first half of 2024.

 There were investments of over $15 million generated from the sale of certain securities, and debt instruments starting in 2021 and continuing through 2023. As we move forward, we expect to integrate those securities into common stock, or certain forms of preferred shares where we may find a path of liquidity in the public equity markets for their ultimate repayment.

 We currently operate with a three (3) person Board of Directors and a small number of advisors and consultants. Two (2) of our Board members have assumed operating roles in order to minimize operating expenses. They are not compensated for their operating roles and received only a small stock issuance in consideration of their role as a member of the Board. There is no source of cash revenue currently, instead we have relied on small debt offerings from existing institutional shareholders.

 We expect to continue our efforts to reduce our costs of carry from prior issuances of securities by renegotiating their terms. Our ability to attract acquisitions, and the capital necessary to grow those acquisitions, we depend on a liquid market for our common stock, continued compliance with all securities laws, and the availability for capital within the current investor base, and with new participants.

 Reverse Stock Split

 On December 12, 2022, the Company effected one-for-fifty reverse-split of its common stock. The number of shares of common stock outstanding immediately before the reverse-split was 231,427,580; the number of shares of common stock immediately following the reverse-split was 4,631,437, a decrease of 226,796,143 shares. This reverse stock split was effected as of December 12, 2022.

 On January 4, 2023, the Company disclosed in a DEF 14C filing with the SEC that its shareholders had authorized the Board of Directors to affect a reverse split of up to four (4) to one (1) reverse split. Authorization to be available until December 18, 2025. The SEC filing can be found at the following link:

 On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate this previously approved authorization.

 Legal Settlements on Sites Previously Operated by The Good Clinic, LLC Subsidiary

 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 from 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 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 has 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:

 $

 $

 -

 N.A.

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 $

 $

 $

 $

 $

 $

 TOTAL

 $

 $

 2,452,768

 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 entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

 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 has 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.

 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 created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens 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. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

 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.

 Number of Total Employees and Number of Full Time Employees

 As of the date of this Annual Report, we have 3 full-time employees and no part-time employees.

 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. As a company, we seek diversity and inclusion in our workplace.

 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

 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 10-K, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled " Cautionary Note Regarding Forward-Looking Statements. "

 Special Notice Regarding the Worldwide Covid-19 Crisis

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

 Risks Related to our Financial Condition

 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 only a limited history and a new business plan 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 in the future. There can be no assurances that we will ever operate profitably.

 There is substantial doubt about our ability to continue as a 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, 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 opening of medical clinics by our competitors in the geographic areas where we plan to operate; (iii) the level of our investment in research and development; (iv) the amount of our capital expenditures, including acquisitions; and (v) regulations applicable to our operations. We cannot assure you that we will be able to obtain capital in the future to meet our needs. Even if we do find a 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.

 Because 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.

 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, (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, and (iii) lack of formal control procedures related to the approval of related party transactions. 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.

 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 also 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 and Warrants.

 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 and Warrants.

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

 As of December 31, 2023, there were outstanding options and warrants to purchase 100,934 and 673,208 shares of Common Stock, respectively. The exercise of such options and warrants and conversion of convertible securities would dilute the then-existing stockholders' percentage ownership of our stock, and any sales in the public market of Common Stock underlying such securities could adversely affect prevailing market prices for the Common Stock. Moreover, the terms upon which we would be able to obtain additional equity capital could be adversely affected because the holders of our options and warrants could exercise them at a time when we would likely be able to obtain any needed capital on terms more favorable to us than those provided by such securities. In January 2024 we terminated our stock option plan and cancelled all outstanding options.

 Our operating results and liquidity needs could be negatively affected by market fluctuations and 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. The market for clinics and services we provide may be particularly vulnerable to unfavorable economic conditions. Some customers may consider certain of our services to be discretionary, and if full reimbursement for such services is not available, demand for these services may be tied to the discretionary spending levels of our targeted patient populations. 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.

 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 $3 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 our Business.

 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, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties; and other third party disputes and litigation alleging personal injury, intellectual property infringement, violations of law, and breaches of contracts and warranties.

 During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act ("CARES Act") and administered by the U.S. Small Business Administration (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 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.

 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.

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

 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, our current or potential competitors may be acquired by third parties with greater available resources. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer and patient requirements and may have the ability to initiate or withstand substantial price competition. In addition, current and potential competitors have established, and may in the future 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.

 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 strategy to operate walk-in clinics, provide telemedicine and acquire complimentary business in the future was not successful. 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 Government Regulation

 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.

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

 While operating our healthcare clinic subsidiary we were subject to federal, state, and local regulations governing the storage, use and disposal of waste materials and products. Although we believe that our safety procedures for storing, handling, and disposing of these materials and products comply with the standards prescribed by law and regulation, we cannot eliminate the risk of accidental contamination or injury from those hazardous materials. In the event of an accident, we could be held liable for any damages that result and any liability could exceed the limits or fall outside the coverage of our insurance coverage, which we may not be able to maintain on acceptable terms, or at all. We could incur significant costs and attention of our management could be diverted to comply with current or future environmental laws and regulations. Federal regulations promulgated by the Occupational Safety and Health Administration impose additional requirements on us, including those protecting employees from exposure to elements such as blood-borne pathogens. We cannot predict the frequency of compliance, monitoring, or enforcement actions to which we may be subject to as those regulations are being implemented, which could adversely affect our 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 he 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 directors as well as certain other key shareholders are the owners of approximately 53% of the voting shares of the Company as of March 11, 2024 as a result of their ownership over 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 management 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

 We completed a reverse stock split of our shares of common stock, which may reduce and may limit the market trading liquidity of the shares due to the reduced number of shares outstanding and may potentially have an anti-takeover effect.

 We completed a reverse stock split, or the Reverse Stock Split, of our common stock by a ratio of one-for-fifty (1:50) effective December 12, 2022. The liquidity of our common stock may be adversely affected by the Reverse Stock Split as a result of the reduced number of shares outstanding following the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales. Reducing the number of outstanding shares of our common stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our common stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the Reverse Stock Split will result in the intended benefits, that the market price of our common stock will remain higher following the Reverse Stock Split or that the market price of our common stock will not decrease in the future.

 Shares 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 covers 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 ceases coverage of our company or fails 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 April 1, 2024, the reported closing price of our Common Stock was $0.26, while on April 2, 2024 the reported closing sales price was $.43. For comparison purposes during the last 52 weeks prior to April 2, 2024 our stock price had a low closing price of $.02 and a high closing price of $1.51. The decrease in stock price is believed to be related to the closing of our clinics in 2022, as well as a general reduction in market liquidity for smaller companies and their stocks. We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for telehealth companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. For example, the recent outbreak of the COVID-19 coronavirus has caused broad stock market and industry fluctuations. In addition, sales of substantial amounts of our Common Stock, or the perception that such sales might occur, could adversely affect 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 following:

 sale of our Common Stock by our stockholders, executives, and directors;

 volatility and limitations in trading volumes of our securities;

 our ability to obtain financings to implement our business plans;

 the timing and success of introductions of new clinics;

 our ability to attract new customers;

 changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders;

 our cash position;

 announcements and events surrounding financing efforts, including debt and equity securities;

 our inability to enter new markets or develop new products;

 reputational issues;

 our inability to successfully manage our business or achieve profitability;

 announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors;

 changes in general economic, political and market conditions in any of the regions in which we conduct our business;

 changes in industry conditions or perceptions;

 analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

 departures and additions of key personnel;

 disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations;

 changes in applicable laws, rules, regulations, or accounting practices and other dynamics;

 market conditions or trends in our industry; and

 These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance. Since the stock price of our Common Stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our Common Stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices or that future sales of our Common Stock will not be at prices lower than those sold to investors.

 Additionally, securities of certain companies have recently experienced significant and extreme volatility in stock price due to short sellers of shares of Common Stock, known as a "short squeeze." These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won't be in the future, and you may lose a significant portion or all your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

 Because 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 have more than one vote per share, although our ability to designate and issue preferred stock is currently restricted by covenants in the Certificate of Designation for the Series D or Series F 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, Series A Warrants and Series B Warrants. 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.

 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.

 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 and Warrants. 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 of 1933, as amended (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 Warrants and sellers remain willing to sell our Common

 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 during 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.

 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

 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.

 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.

 Cybersecurity 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 have 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.

 Cybersecurity 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 following lists the rental agreements we had in place as of December 31, 2022. As a result of our revised plans for The Good Clinic, and because of the limited availability of additional capital, we are in the process of negotiating the termination of these sites. As noted below our limited capital has caused some of our relationships with vendors and landlords to include some litigation, further noted in other parts of this document.

 Settlements on Sites Operated by The Good Clinic, LLC Subsidiary

 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 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 has 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:

 $

 $

 -

 N.A.

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 $

 $

 $

 $

 $

 $

 TOTAL

 $

 $

 2,452,768

 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 entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

 ITEM 3. LEGAL PROCEEDINGS

 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 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 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 has 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:

 $

 $

 -

 N.A.

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 $

 $

 $

 $

 $

 $

 TOTAL

 $

 $

 2,452,768

 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 entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

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

 Our Common Stock is quoted on the OTC Market ("OTC") under the symbol "MITI."

 On April 2, 2024, the price of our Common Stock as reported on the OTC was $0.43 and we have approximately 500 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.

 Listing

 Our Common Stock is traded on the OTC and the symbol MITI. There is no established trading market for any of our Preferred Shares.

 DIVIDEND POLICY

 We have never declared or paid any cash dividends on our Common Stock. Under the Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware 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 Delaware 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.

 On December 31, 2019, we issued 26,227 shares of its 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 the dividend award is made by the Board of Directors. The Series X has 400 votes per share and votes with our Common Stock. As of April 2, 2024 the number of X Preferred shares issued and outstanding was 33,589. From late July 2023 until February 2024 the Company's common stock was trading on the OTC "Expert Market" instead of the traditional OTC Quote system. This change came as a result of late SEC filings creating non-compliance with certain standards. Since the move to the OTC Expert Market trading volume and prices have been a fraction of the historical results for the Company's common stock.

 Because of the substantially lower price realized on the OTC Expert Market the holders of the Series X Preferred shares modified their policy on pricing of the restricted common stock used for the dividend payments retroactive to July 2023. Until further notice the number of dividend shares will be determined using a price per share of $.80 in computing the number of shares to be issued. This represents a 20% discount to the average closing price immediately before the trading of the common stock was moved onto the OTC Expert Market. This change was approved by a unanimous vote of the holders of the Series X Preferred shares as of January 17, 2024.

 Effective April 1, 2024 the Company intends to return to the dividend payment terms as defined in the Certificate of Designation for the Series X Preferred stock, as such the share price used in future dividend payment shall be determined using the closing price of the common stock on the 15 th day of each month, and the shares shall be issued quarterly to reduce administrative costs.

 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 along with the Series C Preferred Stock ranks senior to all other preferred stock of the Company except in relation to the Company's Series X Preferred Stock, which ranks pari passu to the Series C Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

 Holders of shares of the Series F Preferred Stock are entitled to receive, on each Dividend Payment Date, whether or not declared, set aside for payment or otherwise authorized by the Board of Directors, payment-in-kind dividends payable to the holder(s) of Series F Preferred Stock only in additional shares of Series F Preferred Stock ("PIK Dividends") at the quarterly rate of three-hundredths (3/100th) of one share per outstanding Series F Share (equivalent to one-quarter (1/4) of 12% per annum per Series F Share) (the "Quarterly Dividend Rate").

 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

 Common Stock Issuances in 2023

 On January 23, 2023, the Company issued 150,000 shares of common stock at the market price of $3.19 per share to a service provider.

 On February 21, 2023, the Company issued 150,000 shares of common stock at the market price of $2.27 per share to a service provider.

 During the three months ended March 31, 2023, GS Capital converted principal and accrued interest in a convertible note payable into shares of common stock as follows: On February 14, 2023, 9,846 shares were issued at a price of $1.74 per share; on February 28, 2023, 13,555 shares were issued at a price of $1.50 per share; on March 9, 2023, 15,265 shares were issued at a price of $1.50 per share; and on March 28, 2023, 18,472 shares were issued at a price of $1.25 per share.

 On March 31, 2023, the Company issued a total of 8,063 shares of common stock for accrued dividends on its Series X Preferred Stock. Of this amount, a total of 1,066 shares were issued to officers and directors, 4,160 were issued to a related party shareholder, and 2,837 were issued to non-related parties.

 On April 4, 2023, the Company issued 2,952 shares of common stock to a consultant at a price of $1.29 per share as a commission on funds previously raised.

 On April 4, 2023, the Company issued 94,738 shares of common stock to GS Capital at an average price of $1.26 per share pursuant to a make-whole agreement entered into in connection with the GS Capital Warrants.

 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.

 On June 29, 2023, the Company issued a total of 20,212 shares of common stock for accrued dividends on its Series X Preferred Stock. Of this amount, a total of 2,673 shares were issued to officers and directors, 10,426 were issued to a related party shareholder, and 7,113 were issued to non-related parties.

 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 August 21, 2023, the Company issued 131,362 shares of common stock at a price of $0.80 per share for accounts payable in the amount of $105,089.

 On August 21, 2023, the Company issued 43,750 shares of common stock at a price of $0.80 per share for accounts payable in the amount of $35,000.

 On August 21, 2023, the Company issued 49,226 shares of common stock at a price of $0.80 per share for accounts payable in the amount of $39,380.

 Effective September 29, 2023, the Company's now former Chief Operating Officer and a 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.

 On October 10, 2023, the Company issued 23,438 shares of common stock to a service provider at a price of $0.80 per share for accounts payable in the amount of $18,750.

 On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock for the period from July 2023 through December 31, 2023.

 On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the first quarter of 2024 using the $.80 price per share as noted above.

 Common Stock Issuances in 2022

 On January 12, 2022, the Company entered into a settlement agreement with an ex-employee. Pursuant to the terms of this agreement, the Company agreed to pay the amount of $19,032 for accrued salary, and the employee returned to the Company for cancellation 8,000 shares of common stock previously issued as compensation. These shares were valued at par value of $0.01 or a total value of $80; the Company recorded a gain on cancellation of these shares in the amount of $15,032.

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

 The Gardner Equity Agreement settled for certain accounts payable amounts owed by the Company to Gardner. The Gardner Equity Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the "Additional Costs", and combined with the Accounts Payable Amount, the "Company Debt Obligations"). The Accounts Payable Amount was $500,000, the Additional Costs were $294,912 and the conversion price was $12,50. As a result, 63,593 Restricted Shares were authorized to be issued.

 On March 22, 2022 and March 31, 2022, the Company issued an aggregate 30,835 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations. The Company valued these shares at their contractual price of $12.50 per share and recorded the amount of $385,431 as waiver fees. The Company recorded an aggregate gain upon issuance of these shares in the amount of $198,273 based on the market price of the Company's common stock on the date of issuance.

 On March 31, 2022, the Company issued 34,400 Commitment Fee Shares to AJB Capital Investors, LLC. A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision. The contractual price of the common stock $12.50 per share; valuation purposes, the common stock was valued at the market price on the date of the transaction of $6.35 per share. The discount on the notes due to the Commitment Fee Shares and warrants was valued at $349,914. The Company recorded the amount of $226,106 to additional paid-in capital pursuant to this transaction.

 On March 31, 2022, the Company issued 7,648 shares of common stock at a price of $12.50 per share which were previously subscribed for the conversion of accounts payable in the amount of $95,558.

 On April 27, 2022, the Company issued 14,400 shares of stock to Cavalry Fund 1 LP at a price of $6.35 per share for a total value of $91,440 as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation. The Company recorded a gain in the amount of $88,560 on this transaction.

 On April 27, 2022, the Company issued 1,929 shares of common stock with a contract price of $12.50 per share or $24,118 and a grant date market value of $8.00 or $15,434 to Larry Diamond, its Chief Executive as commitment shares as set forth and defined in Diamond Note 3. The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $16,200, and recorded a loss in the amount of $765 on this transaction. The Company also issued five-year warrants to purchase 1,929 shares of common stock at a price of $12.50 to Mr. Diamond pursuant to Diamond Note 3.

 On May 1, 2022, the Company issued 15,000 shares of common stock to a service provider at a price of $6.88 per share.

 On May 10, 2022, the Company entered into a securities purchase agreement with Kishon Investments, LLC with respect to the sale and issuance of: (i) an initial commitment fee in the amount of $159,259 in the form of 12,741 shares of the Company's common stock, (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) warrants to purchase up to 5,556 shares of the common stock. The note and warrants were issued on May 10, 2022 and were held in escrow pending effectiveness of the Purchase Agreement.

 Pursuant to the terms of the purchase agreement, the initial shares were issued at a value of $159,259, the note was issued in the principal amount of $277,777 for a purchase price of $250,000, resulting in the original issue discount of $27,777; and the warrants were issued, with an initial exercise price of $12.50 per share, subject to adjustment.

 On May 18, 2022, the Company issued 386 shares of common stock to Larry Diamond, its Chief Executive Officer at a contractual price of $12.50 per share and a market price at issuance date of $7.585 per share as commitment shares as set forth and defined in Diamond Note 4. The Company recorded these shares at their relative fair value of the components of Diamond Note 4, or $3,160 and recorded a loss in the amount of $249 on this transaction. The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $12.50 to Mr. Diamond pursuant to Diamond Note 4.

 On May 23, 2022, the Company issued 386 shares of common stock to Jessica Finnegan at a contractual price of $12.50 per share and a market price at issuance date of $8.97 per share as commitment shares as set forth and defined in Finnegan Note 1. The Company recorded these shares at their relative fair value of the components of Finnegan Note 1, or $3,240, and recorded a gain in the amount of $222 on this transaction. The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $12.50 to Ms. Finnegan pursuant to Finnegan Note 1.

 On May 26, 2022, the Company issued 1,688 shares of common stock to the May 26 Lenders at a contractual price of $12.50 per share and a market price at issuance date of $7.585 per share as commitment shares as set forth and defined in the May 26, 2022 Notes. The Company recorded these shares at their relative fair value of the components of the May 26 Note, or $14,175, and recorded a loss in the amount of $1,369 on these transactions. The Company also issued five-year warrants to purchase 1,688 shares of common stock at a price of $25.00 to the May 26 Lenders pursuant to the May 26, 2022.

 On June 7, 2022, the Company issued 8,103 shares of common stock at a price of $12.50 per share to investors for accumulated dividends on Series X Preferred Stock. See note 12.

 On June 9, 2022, the Company issued 7,284 shares of common stock to the June 9 Lenders at a contractual price of $12.50 per share and a market price at issuance date of $7,425 per share as commitment shares as set forth and defined in the June 9 Notes. The Company recorded these shares at the relative fair value of the components of June 9 Notes, or $66,400, and recorded an aggregate loss in the amount of $9,356 on these transactions. The Company also issued five-year warrants to purchase 7,284 shares of common stock at a price of $25.00 to the May 26 Lenders pursuant to the June 9 notes.

 On June 22, 2022, the Company issued 4,824 shares of common stock at a fair value of $10.45 per share to Dragon Dynamic at a fair value of $10.45 per share as a commitment fee.

 On June 22, 2022, the Company issued 12,741 shares of common stock at fair value of $10.45 per share to GS Capital at a fair value of $10.45 per share as a commitment fee.

 On June 22, 2022, the Company issued 8,600 shares of common stock at fair value of $10.45 per share to Anson East and an additional 25,800 shares of common stock at a fair value of $10.45 per share to Anson Investments as a commitment fee.

 On July 7, 2022, the Company issued 2,412 shares of common stock to William Mackay at a contractual price of $12.50 per share and a market price at issuance date of $7.445 per share as commitment shares as set forth and defined in the Mackay Note. The Company recorded these shares at their relative fair value of the components of Mackay Note, or $12,500, and recorded a gain in the amount of $5,456 on this transaction. The Company also issued five-year warrants to purchase 2,412 shares of common stock at a price of $12.50 to Mr. Mackay pursuant to the Mackay Note.

 On July 7, 2022, the Company issued 193 shares of common stock to Charlies Schrier at a contractual price of $12.50 per share and a market price at issuance date of $7.445 per share as commitment shares as set forth and defined in the Schrier Note. The Company recorded these shares at their relative fair value of the components of Schrier Note, or $1,000, and recorded a gain in the amount of $436 on this transaction. The Company also issued five-year warrants to purchase 193 shares of common stock at a price of $25.00 to Mr. Schrier pursuant to the Schrier Note.

 On July 21, 2022, the Company issued 241 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $7.225 per share as commitment shares as set forth and defined in the Iturregui Note. The Company recorded these shares at their relative fair value of the components of Schrier Note, or $1,225, and recorded a gain in the amount of $518 on this transaction. The Company also issued five-year warrants to purchase 241 shares of common stock at a price of $25.00 to Mr. Iturregui pursuant to the Iturregui Note.

 On July 21, 2022, the Company issued 2,460 shares of common stock to the Michael C. Howe Living Trust, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $7.225 per share as commitment shares as set forth and defined in the Howe Note 3. The Company recorded these shares at their relative fair value of the components of Howe Note 3, or $12,495, and recorded a gain in the amount of $5,729 on this transaction. The Company also issued five-year warrants to purchase 2,460 shares of common stock at a price of $25.00 to the Michael C. Howe Living Trust pursuant to the Howe Note 3.

 On July 26, 2022, the Company issued 482 shares of common stock to Eric S. Nommsen at a contractual price of $12.50 per share and a market price at issuance date of $6.84 per share as commitment shares as set forth and defined in the Nommsen Note. The Company recorded these shares at their relative fair value of the components of Nommsen Note, or $2,350, and recorded a gain in the amount of $949 on this transaction. The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $25.00 to Mr. Nommsen pursuant to the Nommsen Note.

 On July 27, 2022, the Company issued 482 shares of common stock to James H. Caplan at a contractual price of $12.50 per share and a market price at issuance date of $6.935 per share as commitment shares as set forth and defined in the Caplan Note. The Company recorded these shares at their relative fair value of the components of the Caplan Note, or $2,350, and recorded a gain in the amount of $995 on this transaction. The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $25.00 to Mr. Caplan pursuant to the Caplan Note.

 On August 4, 2022, the Company issued a total of 241 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $25.00 per share and a market price at issuance date of $6.42 per share as commitment shares as set forth and defined in the Finnegan Note 3. The Company recorded these shares at their relative fair value of the components of the Finnegan Note 3, or $1,000, and recorded a gain in the amount of $448 on this transaction. The Company also issued five-year warrants to purchase a total of 241 shares of common stock at a price of $25.00 to the holders of the Finnegan Note 3.

 On August 4, 2022, the Company issued 984 shares of common stock to Jack Enright at a contractual price of $12.50 per share and a market price at issuance date of $6.42 per share as commitment shares as set forth and defined in the Caplan Note. The Company recorded these shares at their fair value of $6,317.

 On August 4, 2022, the Company issued 12,064 shares of common stock to a service provider as payment for investor relations services. The transaction was effective August 1, 2022 and has a six month term. The shares were valued at the closing price of the Company's common stock on August 4, 2022, of $6.42 per share or $77,448.

 On August 18, 2022, the Company issued 1,640 shares of common stock to the Michael C. Howe Living Trust, a related party, at a contractual price of $12.50 per share and a market price at issuance date of $6.57 per share as commitment shares as set forth and defined in the Howe Note 4. The Company recorded these shares at their fair value of $10,775.

 On September 2, 2022, the Company issued 582 shares of common stock to John Mitchell at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Mitchell Note. The Company recorded these shares at their fair value of $3,124.

 On September 2, 2022, the Company issued 492 shares of common stock to Frank Lightmas at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Lightmas Note. The Company recorded these shares at their fair value of $2,640.

 On September 2, 2022, the Company issued 246 shares of common stock to Lisa Lewis at a contractual price of $12.50 per share and a market price at issuance date of $5.365 per share as commitment shares as set forth and defined in the Lewis Note. The Company recorded these shares at their fair value of $1,320.

 On September 2, 2022, the Company issued 246 shares of common stock to Sharon Goff at a contractual price of $12.50 per share and a market price at issuance date of $5.65 per share as commitment shares as set forth and defined in the Goff Note. The Company recorded these shares at their fair value of $1,320.

 On September 9, 2022, the Company issued 820 shares of common stock to Cliff Hagan at a contractual price of $12.50 per share and a market price at issuance date of $5.75 per share as commitment shares as set forth and defined in the Hagan Note. The Company recorded these shares at their fair value of $4,715.

 On September 14, 2022, the Company issued 1,640 shares of common stock to Darling Capital at a contractual price of $12.50 per share and a market price at issuance date of $6.60 per share as commitment shares as set forth and defined in the Darling Capital Note. The Company recorded these shares at their fair value of $10,824.

 On September 15, 2022, the Company issued 410 shares of common stock to Mack Leath at a contractual price of $12.50 per share and a market price at issuance date of $6.995 per share as commitment shares as set forth and defined in the Leath Note. The Company recorded these shares at their fair value of $2,868.

 On October 1, 2022, the Company issued 6,329 shares of common stock at a price of $16.00 per share to a service provider.

 On November 18, 2022, the Company issued 91,328 shares of common stock to AJB pursuant to a commitment fee agreement.

 ITEM 6. SELECTED FINANCIAL DATA

 The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

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

 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 Form 10-K. 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.

 We are a holding company seeking to provide products, services and technology to make accessible higher quality, and more affordable healthcare solutions. We have recently discontinued the business activities within "The Good Clinic, LLC" healthcare subsidiary due to lack of profitability. We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

 Our operations are subject to comprehensive federal, state, and local laws and regulations in the jurisdictions in which it does business. There also continues to be a heightened level of review and/or audit by federal and state regulators of the health and related benefits industry's business and reporting practices. As of the date of this Form 10-K, we are not subject to any actual or anticipated regulatory reviews or audits relating to our operations.

 The laws and rules governing our businesses and interpretations of those laws and rules continue to evolve each year and are subject to frequent change. The application of these complex legal and regulatory requirements to the detailed operation of our businesses creates areas of uncertainty. Further, there are numerous proposed laws and regulations at the federal and state level some of which could adversely affect our businesses if they are enacted. We cannot predict whether pending or future federal or state legislation will have an adverse effect on our business.

 We can give no assurance that its businesses, financial condition, operating results and/or cash flows will not be materially adversely affected, or that we will not be required to materially change its business practices, based on: (i) future enactment of new health care or other laws or regulations; (ii) the interpretation or application of existing laws or regulations, including the laws and regulations described in this Government Regulation section, as they may relate to one or more of our businesses, one or more of the industries in which we compete and/or the health care industry generally; (iii) our pending or future federal or state governmental investigations.

 Reverse Stock Split

 On December 12, 2022, our board of directors approved the filing of a certificate of amendment to our amended and restated certificate of incorporation (the "Amendment") with the Secretary of State of the State of Delaware to affect the one-for-fifty. The Amendment became effective at 5:00 p.m. Eastern Time on December 12, 2022.

 Pursuant to the Amendment, at the effective time of the Amendment, every fifty (50) shares of our issued and outstanding common stock was automatically combined into one (1) issued and outstanding share of common stock The Reverse Stock Split affected all shares of our common stock outstanding immediately prior to the effective time of the Amendment. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share received a full share thereof. As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by us and outstanding immediately prior to the effective time of the Amendment, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options and warrants and a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Amendment were reduced proportionately. All share and per share amounts of common stock presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Reverse Stock Split.

 Business Summary

 We opened our first primary care clinic "The Good Clinic" in Northeast Minneapolis, Minnesota in February 2021, and added five additional operating clinics during 2022 for a total of six clinics open and operating at October 14, 2022 and three under construction (one in Wayzata, MN and two in Denver Colorado). In December of 2022 we decided to close the clinics 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. 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.

 See the Form 8k filing of December 13, 2023, located here, for additional details:

 We have always had a view toward additional technology and services offerings and are committing more time to that effort going forward. We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates.

 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.

 Years ended December 31, 2023 and 2022

 Revenue and Cost of Sales

 As a result of the Company closing the clinics in December 2022 and subsequently selling the related assets, all revenue and cost of sales have been reclassified to income(loss) from discontinued operations.

 Operating Expenses

 Our total operating expenses for the year ended December 31, 2023, were $2.6 million compared to $4.3 million for the year ended December 31, 2022.

 Operating Expense for the year ended December 31, 2023 included $0.1 million for the impairment of fixed assets in connection with the closing of our clinics; there was no comparable transaction during the year ended December 31, 2022. Other operating expense for the year ended December 31, 2023 were comprised primarily of $.9 million payroll and payroll taxes, $.4 million in legal and professional fees, $0.9 million of stock-based compensation, $0.2 million in advertising, marketing, and investor relations expenses, and $.1 million in other operating costs.

 Operating Expense for the year ended December 31, 2022 were comprised primarily of $1.2 million payroll and payroll taxes, $0.6 million of non-cash compensation, $1.1 million in legal and professional fees, $0.2 million in marketing expenses, and $1.2 million in other operation costs.

 Other Income and Expenses

 Interest expense was approximately $1.6 million for the year ended December 31, 2023, compared to approximately $3.0 million for the year ended December 31, 2022. Interest expense – related parties was approximately $0.4 million for the year ended December 31, 2023 compared to $1.2 for the year ended December 31, 2022. The decrease in interest expense was a result of the decreased level of debt during fiscal 2023.

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

 During the year ended December 31, 2023, we recorded a loss on a legal settlement of $18,759. There was not an equivalent gain or loss during the year ended December 31, 2022 prior period.

 During the year ended December 31, 2023, we recorded a loss on true-up shares issued with notes payable in the amount of $119,370 compared to $9,007 for the year ended December 31, 2023.

 During the year ended December 31, 2022, we recorded a gain on commitment fee shares in the amount of $0.1 and a gain on commitment fee shares issued to related parties in the amount of $0.1. There were no comparable transactions during the year ended December 31, 2023.

 During the year ended December 31, 2022, we recorded a loss on settlement of accrued salary in the amount of $15,032. There was no comparable transaction during the year ended December 31, 2023.

 During the year ended December 31, 2023 we recorded a gain on settlement of notes payable of $25,000. There was no comparable transaction in the prior period.

 During the year ended December 31, 2023, we recorded a gain on sale of assets in the amount of approximately $9,000. There were no comparable transactions in the prior period.

 During the year ended December 31, 2023, we recorded other income of $40,622. There were no comparable transactions in the prior period.

 During the year ended December 31, 2023, we recorded a gain on issuance of shares to a service provider of $33,092. There were no comparable transactions in the prior period.

 During the year ended December 31, 2023, we recorded a gain on settlement of notes and accounts payable of $37,453 compared to a loss of $88,235 in the prior period.

 During the year ended December 31, 2023, we recorded a gain on settlement of notes and accounts payable to a related party of approximately $0.1 million; there was no comparable transaction in the prior period.

 During the year ended December 31, 2023, we recorded a gain $25,000 for the conversion of accrued salaries and Series D Preferred stock into shares of Series F preferred stock. There were no comparable transactions in the prior period.

 During the year ended December 31, 2023, we recorded a loss on revaluation of derivative liabilities in the amount of $85,773 compared to a loss on revaluation of derivative liabilities in the amount of $687,178 during the year ended December 31, 2022.

 Net Loss from Discontinued operations

 During the year ended December 31, 2023, we recorded a net loss from discontinued operations of $4,221,334 compared to a net loss of $14,030,539 for the year ended December 31, 2022. The net loss from discontinued operations were lower in the current period as the Company closed all of its clinics as of December 2022.

 Net Loss Available to Common Shareholders

 The Company accrued Preferred Stock dividends of approximately $1.7 million including approximately $0.1 million to related parties for the year ended December 31, 2023, compared to approximately $0.3 million including approximately $0.1 million to related parties for the year ended December 31, 2022. The increase was due to accrued dividends on the Series F Preferred Stock.

 For the year ended December 31, 2023, we had a net loss available to common shareholders of approximately $18.2 million, or a net loss per share, basic and diluted of ($1.26) compared to a net loss available to common shareholders of approximately $23.6 million, or a net loss per share, basic and diluted of ($5.29), for the year ended December 31, 2022.

 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, 2023, we had cash and cash equivalents of approximately $3,000 compared to cash of approximately $36,000 as of December 31, 2022.

 Net cash used in operating activities was approximately $0.8 million for the year ended December 31, 2023. Cash used in operations for the year ended December 31, 2022, was approximately $5.2 million. The decrease in cash used in operations was a result of closing our clinical facilities in December 2022.

 Net cash used in investing activities was $0 million for the year ended December 31, 2023 compared to approximately $1.7 million for the year ended December 31, 2022. The amounts relate to the purchase of fixed assets and leasehold improvement on our first clinics.

 Net cash provided by financing activities for the year ended December 31, 2023, was approximately $0.7 million, consisting of net cash proceeds of approximately 0.7 million from the sale of Series F preferred stock, offset by principal payments on the SBA loan of approximately $11,500. Net cash provided by financing activities for the year ended December 31, 2022, was approximately $5.8 million, consisting of proceeds from a notes payable of approximately $4.4 million and notes payable – related parties of approximately $1.5 million. We also received landlord financing of leasehold improvements of approximately $0.2 million. Partially offsetting the proceeds were principal payments on a note payable to a related party of was approximately $0.2 million.

 We have made a strategic decision to reduce our capital needs by closing our clinic operations in the fourth quarter of 2022, and releasing our staff.

 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:

 $

 $

 -

 N.A.

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 $

 $

 $

 $

 $

 $

 TOTAL

 $

 $

 2,452,786

 Our financial statements as presented in this filing reflect total liabilities of over $14 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 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.

 Revenue Recognition during previous periods

 The Company had no sources of revenue during 2023. The following reflects its revenue policy during the periods from 2021 until the end of 2022.

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

 The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues.

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

 Stock-Based Compensation

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

 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.

 Common Stock Purchase Warrants

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

 Income Taxes

 The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of December 31, 2023 and 2022.

 As part of the process of preparing our consolidated financial statements, we must estimate our actual current tax liabilities and assess temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheet. We must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, a valuation allowance must be established. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, the impact will be included in income tax expense in the statement of operations.

 Impairment of Long-Lived Assets

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

 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 is material to stockholders.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 PAGE

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 3289)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB 587)

 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, 2023, and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended, 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, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company ' s Ability to Continue as a Going Concern

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company's ability to continue as a going concern. Our opinion is not modified with respect to that matter.

 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 audits 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.

 /s/ Accell Audit & Compliance, P.A.

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

 Tampa, Florida

 April 16, 2024

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders of

 Mitesco, Inc. and subsidiaries

 We have audited the accompanying consolidated balance sheet of Mitesco, Inc. & Subsidiaries (the Company) as of December 31, 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the consolidated results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 The Company's Ability to Continue as a Going Concern

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raises substantial doubt about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. 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 audit 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

 Critical Audit Matters:

 Critical audit matters 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 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 (i) relate to accounts or disclosures that are material to the financial statements and (ii) 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.

 Derivative liability on Convertible Promissory Notes – Refer to Note 9 and 11 of the financial statements

 Critical Audit Matter Description

 During the year ended December 31, 2022, the Company entered into five Securities Purchase Agreements with respect to the sale and issuance to the investors of (i) an initial commitment fee in the form of shares (Commitment Fee Shares) of the Company's common stock which Commitment Fee Shares can be decreased if the Company repays the notes on or prior to their maturity, (ii) a promissory note and (iii) common stock purchase warrant to purchase shares of common stock. As described in Note 9 and 11 to the financial statements, as of December 31, 2022, the Company utilized a Monte Carlo Simulation and PWERM model to value a derivative liability relating to the "True-Up Share Obligations and Warrants", respectively in accordance with ASC 820, "Fair Value Measurement". A Monte Carlo simulation is used to model the probability of different outcomes in a process that cannot easily be predicted due to the intervention of random variables. It is a technique used to understand the impact of risk and uncertainty and establishes a fair value based on the most likely outcome. The PWERM Model develops an estimate based on the probability-weighted present value of various future outcomes.

 We identified the valuation of the derivative liability relating to the above note payable as a critical audit matter because the results cannot be duplicated and requires a high degree of auditor judgment. The principal considerations for our determination that performing procedures relating to the valuation of the note features as a critical audit matter are (1) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value of the derivative liability due to the significant judgments made by management when developing the estimates and (2) significant audit effort was required in evaluating the significant assumptions relating to the estimates, including the assumptions used in the simulations. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing the following procedures and evaluating the audit evidence obtained.

 How the Critical Audit Matter was Addressed in the Audit

 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following:

 Performed an analysis of the Company's Convertible Note, Warrants and True-Up Obligation including various conversion and other provisions

 Inquiry of management regarding the development of the assumptions used in the valuation of the derivative liability.

 Testing management's process included evaluating the appropriateness of the valuation models, testing the completeness, accuracy, and relevance of underlying data used in the model, and testing the reasonableness of significant assumptions, including the stock price, term, volatility, annual expected return, discount rate and dividend yield.

 Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of significant assumptions.

 Evaluated the experience and qualifications of the Company's external consultant assisting with the estimate of fair value. Made inquiries of the Company's external consultant to ascertain objectivity or bias of the external consultant.

 Obtained an understanding of the nature of the work the Company's external consultant performed, including the objectives and scope of the external consultant's work and the methods or assumptions used. Identified and evaluated assumptions utilized by the external consultant and the supporting evidence provided.

 Identified and evaluated significant assumptions used by the Company's external consultant for reasonableness.

 RBSM LLP

 We served as the Company's auditor from 2020 through 2023.

 Las Vegas, NV

 July 14, 2023

 CONSOLIDATED BALANCE SHEETS

 ASSETS

 2023

 2022

 Current assets

 Cash and cash equivalents

 $

 2,838

 $

 35,623

 Prepaid expenses

 -

 51,632

 Current assets of discontinued operations

 -

 93,033

 Total current assets

 2,838

 180,288

 Right to use operating leases, net

 -

 83,810

 Fixed assets, net

 -

 44,655

 Non-current assets of discontinued operations

 -

 2,293,227

 Total Assets

 $

 2,838

 $

 2,601,980

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities

 Accounts payable and accrued liabilities

 $

 7,838,112

 $

 7,353,215

 Accrued interest

 375,346

 358,165

 Accrued interest - related parties

 35,267

 52,643

 Derivative liabilities

 152,945

 568,912

 Lease liability - operating leases, current

 442,866

 Notes payable, net of discounts

 1,078,529

 5,047,995

 Notes payable - related parties, net of discounts

 166,912

 846,001

 SBA loan payable

 421,788

 460,406

 Other current liabilities

 121,136

 96,136

 Preferred stock dividends payable

 1,551,833

 395,407

 Preferred stock dividends payable - related parties

 73,364

 35,019

 Legal settlements

 2,219,886

 -

 Current liabilities from discontinued operations

 -

 2,145,706

 Total current liabilities

 14,134,595

 17,802,471

 Lease Liability- operating leases, non-current

 -

 3,936,858

 Total Liabilities

 14,134,595

 21,739,329

 Commitments and contingencies

 Stockholders' equity (deficit)

 Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 3,000,000 shares designated Series C; 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 A, $ 0.01 par value, 0 shares issued and outstanding as of December 31, 2023 and 2022

 -

 -

 Preferred stock, Series C, $ 0.01 par value, 0 and 1,047,619 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 -

 10,476

 Preferred stock, Series D, $ 0.01 par value, 250,000 and 3,100,000 shares issued and outstanding as of December 31, 2023 and 2022

 2,500

 31,000

 Preferred stock, Series E, $ 0.01 par value, no shares issued and outstanding as of December 31, 2023 and 2022

 -

 -

 Preferred stock, Series F, $ 0.01 par value, 20,057 and no shares issued and outstanding as of December 31, 2023 and 2022

 -

 Preferred stock, Series X, $ 0.01 par value, 24,227 shares issued and outstanding at December 31, 2023 and 2022

 Common stock subscribed

 -

 36,575

 Common stock, $ 0.01 par value, 500,000,000 shares authorized, 5,567,957 and 4,630,372 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 55,680

 46,305

 Additional paid-in capital

 47,856,444

 29,452,514

 Accumulated deficit

 ( 62,046,824

)

 ( 48,714,461

)

 Total stockholders' equity (deficit)

 ( 14,131,757

)

 ( 19,137,349

)

 Total liabilities and stockholders' equity (deficit)

 $

 2,838

 $

 2,601,980

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

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Years

 Ended

 2023

 2022

 Revenue

 $

 -

 $

 -

 Cost of goods sold

 -

 -

 Gross (loss) profit

 -

 -

 Operating expenses:

 General and administrative

 2,454,668

 4,330,734

 Impairment of fixed assets

 132,000

 -

 Total operating expenses

 2,586,668

 4,330,734

 Net Operating Loss

 ( 2,586,668

)

 ( 4,330,734

)

 Other income (expense):

 Interest expense

 ( 1,615,591

)

 ( 3,034,402

)

 Interest expense - related parties

 ( 109,502

)

 ( 314,745

)

 Equity investment incentives

 ( 7,644,077

)

 -

 Financing costs

 ( 18,617

)

 -

 Loss on legal settlement

 ( 18,759

)

 -

 Loss on true-up shares

 ( 119,370

)

 ( 9,007

)

 Gain on waiver and commitment fee shares

 -

 91,444

 Gain on waiver and commitment fee shares - related parties

 -

 81,129

 Gain on settlement of accrued salary

 -

 15,032

 (Loss) Gain on settlement of accounts payable

 ( 88,235

)

 Gain on issuance of shares to service provider

 33,092

 -

 Gain on sale of assets

 8,876

 -

 Gain on conversion of notes and accounts payable into common stock – related party

 114,942

 -

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

 ( 25,000

)

 -

 Gain on conversion of notes payable and accounts payable to common stock

 37,453

 -

 Other Income

 40,622

 -

 Loss on revaluation of derivative liabilities

 ( 85,773

)

 ( 687,178

)

 Total other expense

 ( 9,376,704

)

 ( 3,945,962

)

 Loss before provision for income taxes

 ( 11,963,372

)

 ( 8,276,696

)

 Provision for income taxes

 -

 -

 Net loss from continuing operations

 $

 ( 11,963,372

)

 $

 ( 8,276,696

)

 Net loss from discontinued operations

 ( 1,368,991

)

 ( 14,959,433

)

 Net loss

 ( 13,332,363

)

 ( 23,236,129

)

 Preferred stock dividends

 ( 1,600,241

)

 ( 249,868

)

 Preferred stock dividends - related parties

 ( 119,540

)

 ( 72,442

)

 Net loss available to common shareholders

 $

 ( 15,052,144

)

 $

 ( 23,558,439

)

 Net loss per share from continuing operations - basic and diluted

 $

 ( 0.97

)

 $

 ( 2.14

)

 Net loss per share from discontinued operations - basic and diluted

 ( 0.07

)

 ( 3.15

)

 Net loss per share - basic and diluted

 ( 1.04

)

 ( 5.29

)

 Weighted average shares outstanding - basic and diluted

 14,440,218

 4,451,962

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

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY (DEFICIT)

 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2023 and 2022

 Preferred Stock

 Series A

 Preferred Stock

 Series C

 Preferred Stock

 Series D

 Preferred Stock Series F

 Preferred Stock Series X

 Common Stock

 Additional

 Common Stock

 Accumulated

 Paid-in capital

 Subscribed

 Deficit

 Total

 Balance, December 31, 2021

 -

 $

 -

 940,644

 $

 9,406

 3,100,000

 $

 31,000

 24,227

 $

 4,266,669

 $

 42,667

 $

 26,385,728

 $

 132,163

 $

 ( 25,478,332

)

 $

 1,122,874

 Vesting of common stock issued to employees

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 4,387

 -

 -

 4,387

 Vesting of stock options issued to employees

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 345,578

 -

 -

 345,578

 Issuance of shares for services

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 6,329

 101,187

 -

 -

 101,250

 Conversion of accounts payable to common stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 63,593

 577,599

 -

 -

 578,235

 Issuance of Waiver fee shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 45,235

 366,706

 -

 -

 367,158

 Commitment fee shares

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 119,527

 1,196

 1,218,466

 -

 -

 1,219,662

 Shares issued for services

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 27,064

 180,302

 -

 -

 180,573

 Warrants issued with note payable

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 94,672

 -

 -

 94,672

 Shares issued for Series X dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 8,103

 86,971

 -

 -

 87,053

 Gain on settlement of accrued payroll

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 8,000

)

 ( 80

)

 -

 -

 -

 Issuance of shares previously subscribed for conversion of accounts payable

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 7,648

 95,512

 ( 95,588

)

 -

 -

 Shares issued in connection with make-good agreement

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 91,329

 913,735

 -

 -

 319,648

 Series C Preferred Stock adjusted for prior conversions

 -

 -

 106,975

 1,070

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,070

)

 -

 -

 -

 Preferred stock dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 322,310

)

 -

 -

 ( 322,310

)

 Shares issued due to rounding in reverse split

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 2,875

 ( 29

)

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 23,236,129

)

 ( 23,236,129

)

 Balance, December 31, 2022

 -

 $

 -

 1,047,619

 $

 10,476

 3,100,000

 $

 31,000

 -

 $

 -

 24,227

 $

 46,305,375

 $

 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

)

 Loss for the year ended December 31, 2023

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 13,332,363

)

 ( 13,332,363

)

 Balance, December 31, 2023

 -

 $

 -

 -

 $

 -

 250,000

 $

 2,500

 20,507

 $

 24,227

 $

 5,567,957

 $

 55,680

 $

 47,856,444

 $

 -

 $

 ( 62,046,824

)

 $

 ( 14,131,757

)

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

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years

 Ended

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss from continuing operations

 $

 ( 11,963,372

)

 $

 ( 8,276,696

)

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

 Impairment of assets

 132,000

 -

 Depreciation

 -

 8,916

 Amortization of right-to-use asset

 -

 80,379

 Penalties on notes payable

 1,027,778

 -

 Conversion fees on notes payable

 75,000

 -

 Equity investment incentives

 7,644,077

 -

 Financing cost - waiver fee shares

 -

 565,431

 Gain on waiver fee shares

 -

 ( 198,273

)

 Loss on commitment shares

 119,370

 34,707

 (Gain) loss on conversion of accrued salary

 ( 15,032

)

 Gain on forgiveness of notes payable

 ( 205,459

)

 -

 (Gain) loss on revaluation of derivative liabilities

 85,773

 687,178

 Loss on settlement of accounts payable

 24,895

 88,235

 Loss on legal settlement

 18,759

 -

 Amortization of discount on notes payable

 32,011

 2,116,194

 Amortization of discount on notes payable - related parties

 19,587

 264,385

 Share-based compensation

 904,540

 451,215

 Changes in assets and liabilities:

 Prepaid expenses

 51,632

 165,671

 Accounts payable and accrued liabilities

 1,491,390

 2,489,404

 Operating lease liability, net

 ( 38,948

)

 ( 44,033

)

 Other current liabilities

 ( 73,286

)

 Accrued interest

 471,564

 350,508

 Accrued interest - related parties

 ( 1,716

)

 202,682

 Net cash provided by operating activities – continuing operations

 ( 61,119

)

 ( 1,102,415

)

 Net cash used in operating activities – discontinued operations

 ( 698,611

)

 ( 4,071,425

)

 Net cash used in operating activities

 ( 759,730

)

 ( 5,173,840

)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Cash paid for acquisition of fixed assets and construction in progress

 -

 ( 15,709

)

 Net cash used in investing activities – continuing operations

 -

 ( 15,709

)

 Net cash used in investing activities – discontinued operations

 -

 ( 1,733,117

)

 Net cash used in investing activities

 -

 ( 1,748,826

)

 CASH FLOWS FROM FINANCING ACTIVITIES

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

 738,500

 -

 Principal payments on SBA Loan

 ( 11,555

)

 -

 Proceeds from notes payable - related parties, net of discounts

 -

 698,750

 Proceeds from notes payable, net of discounts

 -

 4,359,350

 Principal payments on notes payable related parties

 -

 ( 235,294

)

 Net cash provided by financing activities – continuing operations

 726,945

 4,822,806

 Net cash provided by financing activities – discontinued operation

 -

 971,000

 Net cash provided by financing activities

 726,945

 5,793,806

 Net change in cash and cash equivalents

 ( 32,785

)

 ( 1,128,860

)

 Cash and cash equivalents at beginning of period

 35,623

 1,164,483

 Cash and cash equivalents at end of period

 $

 2,838

 $

 35,623

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

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years

 Ended

 2023

 2022

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Interest paid

 $

 -

 $

 -

 Income taxes paid

 $

 -

 $

 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Stock issued for common stock subscribed

 $

 36,575

 $

 95,512

 Preferred stock dividend

 $

 1,719,781

 $

 322,310

 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

 $

 79,503

 $

 578,235

 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

 $

 83,456

 $

 -

 Series A accrued dividends reclassified to APIC from prior transactions

 $

 10,967

 $

 -

 Shares issued for Series X dividends

 $

 60,564

 $

 -

 Forgiveness of notes for purchase of subsidiary assets

 $

 2,454,774

 $

 -

 Discount on notes payable due to warrants

 $

 -

 $

 94,672

 (Decrease) Increase in capital expenditures included in accounts payable

 $

 -

 $

 ( 51,587

)

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

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023 AND 2022

 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.

 The details can be found at:

 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. In March of 2020, we formed an owned subsidiary, Mitesco NA LLC, which holds The Good Clinic LLC, a Colorado limited liability company for our clinic business. The Company had previously established a strategy to address opportunities in Europe seeking technology solutions, or financing situations, through a Dublin based subsidiary, Acelerar Healthcare Holdings Ltd. After a review of its near-term opportunities in North America, the Board of Directors has determined that any efforts in the European community should be discontinued so that it can best focus on its North American operations.

 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 reduce our capital needs by closing our clinic operations and releasing our staff.

 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.

 Note 2: Going Concern

 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 Accounting – 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 and The Good Clinic, 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, restriction and other agreements concerning such nominee-owned entities typically includes both financial terms and protective and participating rights to the entities' operating, strategic and non-clinical governance decisions which transfer substantial powers over and economic responsibility for these entities to the Company. As such, the Company applies the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810 – Consolidation ("ASC 810"), to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a variable interest entity should be consolidated. All intercompany balances and transactions have been eliminated.

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

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

 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

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

 For changes in credit issues assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues.

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

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

 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 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.

 Common 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 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, 2023 and 2022, all potentially dilutive instruments were excluded from the calculation of net loss per share as their effect was antidilutive.

 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 carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.

 The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than 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 arriving 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.

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

 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.

 Recent Accounting Standards – In November 2023, the FASB issued ASU 2023-07, Segment Reporting ( Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures.

 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 a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

 Note 4: Discontinued Operations

 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 criteria 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 condensed consolidated statements of net loss and comprehensive loss and the condensed consolidated balance sheets.

 The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets:

 2023

 2022

 Current assets - discontinued operations:

 Accounts receivable

 -

 30,943

 Prepaid expenses and deposits

 -

 62,090

 Total current assets - discontinued operations

 $

 -

 $

 93,033

 Noncurrent assets - discontinued operations:

 Property and equipment

 $

 -

 $

 1,832,973

 Right-of-use assets

 -

 460,254

 Total noncurrent assets - discontinued operations

 $

 -

 $

 2,293,227

 Accrued interest – related party

 -

 150,039

 Note payable – related party

 -

 1,995,667

 Total current liabilities - discontinued operations

 $

 -

 $

 2,145,706

 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

 2023

 2022

 Revenue

 $

 181,012

 $

 690,533

 Cost of goods sold

 -

 76,530

 Gross margin

 181,012

 614,003

 Selling, general, and administrative expenses

 ( 1,166,121

)

 ( 7,046,984

)

 Impairment of assets

 ( 2,211,462

)

 ( 7,597,558

)

 Other (income) expense:

 Interest expense

 ( 306,032

)

 ( 1,105,256

)

 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

)

 $

 ( 14,959,433

)

 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

 2023

 2022

 Depreciation expense

 $

 81,765

 $

 804,882

 Cash used for construction in progress and fixed assets

 $

 -

 $

 ( 1,733,117

)

 Impairment of RTU assets

 $

 544,063

 $

 -

 Impairment of property and equipment

 $

 1,667,399

 $

 -

 Note 5: Related Party Transactions

 The Company was involved in a significant number of fundraising transactions with related parties during the years ended December 31, 2023 and 2022. See notes 10 and 12.

 Note 6: Accounts Payable and Accrued Liabilities

 Accounts payable and accrued liabilities consisted of the following at December 31, 2023 and 2022:

 2023

 2022

 Trade accounts payable

 $

 7,094,334

 $

 6,761,793

 Accrued payroll and payroll taxes

 743,778

 590,915

 Other

 -

 Total accounts payable and accrued liabilities

 $

 7,838,112

 $

 7,353,215

 Accounts Payable Exchanged for Common Stock

 On January 5, 2022, we entered into an exchange agreement with Gardner Builders Holdings, LLC ("Gardner", the "Gardner Agreement"). Pursuant to the Gardner Agreement, we have authorized the issuance of shares of the Company's restricted common stock to Gardner in exchange for the certain accounts payable and additional amounts due to Gardner as defined below.

 The Gardner Agreement settles certain amounts owed by us to Gardner (the "Accounts Payable Amount") as well as upcoming amounts that will become due between the date of the Gardner Agreement and April 1, 2022. The Gardner Agreement also settled incurred interest and penalties on the amounts owed through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the "Additional Costs", and combined with the Accounts Payable Amount, the "Company Debt Obligations"). The Accounts Payable Amount is $ 500,000, the Additional Costs is $ 294,913 and the conversion price is $ 12.50. As a result, 63,593 Restricted Shares were authorized to be issued. Our Board of Directors approved the Gardner Agreement on January 5, 2022.

 Note 7: 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 closing of the clinics and the subsequent sale of the assets. During the year ended December 31, 2022, the Company recognized an impairment of RTU assets in the amount of $ 3,185,591 in connection with the closing of its clinics during the period. During the year ended December 31, 2023, the Company recognized an additional impairment in the amount of $ 0.5 million in connection with its remaining leased properties.

 Right to use assets – operating leases are summarized below:

 2023

 2022

 Right to use assets, net

 $

 -

 $

 83,810

 Operating lease liabilities are summarized below:

 2023

 2022

 Lease liability

 $

 $

 4,379,724

 Less: current portion

 ( 99,477

)

 ( 442,866

)

 Lease liability, non-current

 $

 -

 $

 3,936,858

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

 For the period ended December 31, 2024

 $

 For the period ended December 31, 2025

 -

 For the period ended December 31, 2026

 -

 For the period ended December 31, 2027

 -

 For the period ended December 31, 2028

 -

 Thereafter

 -

 Total

 $

 Less: Present value discount

 -

 Lease liability

 $

 As of December 31, 2023, 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.

 Note 8: SBA Loan Payable

 PPP Loan Conversion to SBA Loan

 During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act ("CARES Act") and administered by the U.S. Small Business Administration (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 restructure 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 year ended December 31, 2023, the Company made principal payments of $ 11,555 on this loan and recorded interest in the amount of $ 5,719.

 Note 9: Notes Payable

 The following table summarizes the outstanding notes payable as of December 31, 2023 and 2022, respectively:

 2023

 2022

 AJB Note

 $

 -

 $

 750,000

 Anson Investments note

 -

 562,500

 Anson East note

 -

 187,500

 GS Capital note

 -

 277,777

 Kishon Note

 431,666

 277,777

 Finnegan Note 1

 51,765

 51,765

 Finnegan Note 2

 Dragon Note

 -

 647,059

 Mackay Note

 -

 323,530

 Schrier Note

 25,882

 25,882

 Nommsen Note

 64,705

 64,705

 Caplan Note

 64,705

 64,705

 Finnegan Note 3

 Enright Note

 -

 132,000

 Mitchell Note

 78,100

 78,100

 Lightmas Note

 66,000

 66,000

 Lewis Note

 Goff Note

 Hagan Note

 110,000

 110,000

 Darling Note

 -

 220,000

 Leath Note

 55,000

 55,000

 Cavalry Note

 -

 500,000

 Mercer Note 1

 -

 300,000

 Pinz Note

 -

 30,000

 Mercer Note 2

 -

 100,000

 Mercer Note 3

 -

 125,000

 Notes Payable

 $

 1,078,529

 $

 5,080,006

 Less: Discount

 -

 ( 32,010

)

 Notes payable - net of discount

 $

 1,078,529

 $

 5,047,996

 Current Portion, net of discount

 $

 1,078,529

 $

 5,047,996

 Long-term portion, net of discount

 $

 -

 $

 -

 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. See notes 12 and 14.

 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 Company charged the amount of $ 62,000 to interest on the AJB Note during the year ended December 31, 2022. Discounts in the amount of $ 424,914 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 $ 750,000 and $ 22,833, respectively, were due on the AJB Note at December 31, 2022.

 During 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 Company charged the amount of $ 68,844 to interest on the Anson Investments note during the year ended December 31, 2022. Discounts in the amount of $ 472,625 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 $ 562,500 and $ 41,500, respectively, were due on the AJB Note at December 31, 2022.

 During 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 Company charged the amount of $ 22,948 to interest on the Anson Investments note during the year ended December 31, 2022. Discounts in the amount of $ 166,040 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 $ 187,500 and $ 13,833, respectively, were due on the Anson East Note at December 31, 2022.

 During 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 Company charged the amount of $ 32,155 to interest on the GS Capital Note during the year ended December 31, 2022. Discounts in the amount of $ 212,435 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 $ 277,777 and $ 19,578, respectively, were due on the GS Capital Note at December 31, 2022.

 During 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 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.

 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. The Company charged the amount of $ 28,624 to interest on the Kishon Note during the year ended December 31, 2022. Discounts in the amount of $ 181,269 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 $ 277,777 and $ 17,822, respectively, were due on the Kishon Note at December 31, 2022.

 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, 2023, interest in the amount of $ 71,087 was accrued on the Kishon Note. At December 31, 2023, principal and interest in the amount of $ 431,666 and $ 88,909, respectively, were due on the Kishon Note. This note was in default at December 31, 2023 and 2022.

 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"). The 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 the 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 %. The 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 the Finnegan Note 1. Interest in the amount of $ 3,285 was accrued on the Finnegan Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 17,005 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 $ 51,765 and $ 3,285, respectively, were due on the Finnegan Note 1 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 8,604 was accrued on the 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. This note was in default at December 31, 2023.

 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"). The 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 %. The 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. Interest in the amount of $ 1,965 was accrued on the Finnegan Note 2 during the year ended December 31, 2022. Discounts in the amount of $ 10,625 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 $ 32,353 and $ 1,965, respectively, were due on the Finnegan Note 2 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 5,376 was accrued on the Finnegan Note 2; principal and accrued interest in the amount of $ 32,353 and $ 7,341, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 Dragon Note

 On June 9, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 588,235 (the "Dragon Note") to Dragon Dynamic Funds Platform Ltd ("Dragon Dynamic"). The Dragon Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 9, 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 Dragon Note was $ 500,000; the amount payable at maturity will be $588,235 plus 10 % of that amount plus any accrued and unpaid interest. Costs in the amount of $ 47,500 were charged to discount on the Dragon Note. Following an event of default as defined in the Dragon 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 Dragon Note entered default status on December 10, 2022, and the interest rate increased to 18%. The Dragon 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 Dragon Dynamic reasonably believes contains a term that is more favorable than those in the Dragon Note, the Company shall notify Dragon Dynamic of such term, and such term, at the option of Dragon Dynamic, shall become a part of the Dragon Note. In addition, Dragon Dynamic received five-year warrants to purchase 4,824 shares of common stock at a price of $ 25.00 per share with a fair value of $ 21,500 at the date of issuance, and 4,824 shares of common stock with a value of $ 44,000; these amounts were recorded as discounts to the Dragon Note. Interest in the amount of $ 35,874 was accrued on the Dragon Note during the year ended December 31, 2022. Discounts in the amount of $ 260,059 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 $ 647,059 and $ 35,874, respectively, were due on the Dragon Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 30,204 was accrued on the Dragon Note.

 On April 11, 2023, an equity investment incentive in the amount of $ 463,539 representing 65% of the total amount due under the Dragon Note, along with original principal of $ 647,059 and accrued interest of $ 66,078 (a total of $ 1,176,676) was converted to 1,177 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $463,539, 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 Dragon Note.

 Mackay Note

 On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 294,118 to Mackay Investments, LLC (the "Mackay Note"). The Mackay Note bears interest at the rate of 10 % per annum accrued monthly and has a maturity date that is the earlier of (i) August 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 Mackay Note was $ 250,000; the amount payable at maturity will be $294,118 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Mackay 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 Mackay Note entered default status on August 11, 2022, and the interest rate increased to 18%. The Mackay 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 Mackay Investments, LLC reasonably believes contains a term that is more favorable than those in the Mackay Note, the Company shall notify Mackay Investments, LLC of such term, and such term, at the option of Mackay Investments, LLC, shall become a part of the Mackay Note. In addition, Mackay Investments, LLC received five-year warrants to purchase 2,412 shares of common stock at a price of $ 25.00 per share with a fair value of $ 10,250 at the date of issuance, and 2,412 shares of common stock with a value of $ 44,118; these amounts were recorded as discounts to the Mackay Note. Interest in the amount of $ 20,193 was accrued on the Mackay Note during the year ended December 31, 2022. Discounts in the amount of $ 96,280 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 $ 323,530 and $ 20,193, respectively, were due on the Mackay Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 43,614 was accrued on the Mackay Note.

 On September 29, 2023, an equity investment incentive in the amount of $ 258,269 representing 65% of the total amount due under the Mackay Note, along with original principal of $ 294,118, premium of $ 29,412, accrued interest of $ 63,807, and fee of $ 10,000 (a total of $ 655,606) was converted to 656 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 258,269, 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 Mackay Note.

 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. Interest in the amount of $ 1,141 was accrued on the Schrier Note during the year ended December 31, 2022. Discounts in the amount of $ 7,367 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 335 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 25,882 and $ 1,141, respectively, were due on the Schrier Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 4,242 was accrued on the Schrier Note and $ 335 of discount was amortized to interest expense; principal and accrued interest in the amount of $ 25,882 and $ 5,383, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 2,946 was accrued on the Nommsen Note during the year ended December 31, 2022. Discounts in the amount of $ 18,905 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 $ 64,705 and $ 2,946, respectively, were due on the Nommsen Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 10,739 was accrued on the Nommsen Note; principal and accrued interest in the amount of $ 64,705 and $ 13,685, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 2,531 was accrued on the Caplan Note during the year ended December 31, 2022. Discounts in the amount of $ 16,675 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 2,230 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 64,705 and $ 2,531, respectively, were due on the Caplan Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 10,458 was accrued on the Caplan Note and $ 2,230 of discount was amortized to interest expense; principal and accrued interest in the amount of $ 64,705 and $ 12,989, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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"). The 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 the 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 the Finnegan Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %. The Finnegan Note 3 contains a "most favored nations" clause that provides that, so long as the 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. Interest in the amount of $ 1,200 was accrued on the Finnegan Note 3 during the year ended December 31, 2022. Discounts in the amount of $ 7,575 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 1,728 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 32,353 and $ 1,200, respectively, were due on the Finnegan Note 3 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 5,150 was accrued on the Finnegan Note 3; principal and accrued interest in the amount of $ 32,353 and $ 6,350, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 Enright Note

 On August 4, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 120,000 to Jack Enright (the "Enright Note"). The Enright Note 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 the Enright Note was $ 102,000; the amount payable at maturity will be $120,000 plus 10 % of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Enright Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18 %. The Enright Note contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Enright reasonably believes contains a term that is more favorable than those in the Enright Note, the Company shall notify Mr. Enright of such term, and such term, at the option of Mr. Enright, shall become a part of the Enright Note. In addition, Mr. Enright received 984 shares of common stock with a value of $ 6,317; this amount was recorded as a discount to the Enright Note. Interest in the amount of $ 4,899 was accrued on the Enright Note during the year ended December 31, 2022. Discounts in the amount of $ 29,571 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 6,746 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 132,000 and $ 4,899, respectively, were due on the Enright Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 15,481 was accrued on the Enright Note.

 On September 29, 2023, an equity investment incentive in the amount of $ 102,116 representing 65% of the total amount due under the Enright Note, along with original principal of $ 120,000, premium of $ 12,000, and accrued interest of $ 20,380 (a total of $ 254,496) was converted to 255 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 102,116, 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 Enright Note.

 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. Interest in the amount of $ 2,817 was accrued on the Mitchell Note during the year ended December 31, 2022. Discounts in the amount of $ 20,874 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 $ 78,100 and $ 2,817, respectively, were due on the Mitchell Note at December 31, 2022. The Mitchell Note was in default at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 12,951 was accrued on the Mitchell Note; principal and accrued interest in the amount of $ 78,100 and $ 15,768, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 2,380 was accrued on the Lightmas Note during the year ended December 31, 2022. Discounts in the amount of $ 17,640 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 $ 66,000 and $ 2,380, respectively, were due on the Lightmas Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 10,945 was accrued on the Lightmas Note; principal and accrued interest in the amount of $ 66,000 and $ 13,325, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 1,190 was accrued on the Lewis Note during the year ended December 31, 2022. Discounts in the amount of $ 8,820 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 $ 33,000 and $ 1,190, respectively, were due on the Lewis Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 5,473 was accrued on the Lewis Note; principal and accrued interest in the amount of $ 33,000 and $ 6,663, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 1,190 was accrued on the Goff Note during the year ended December 31, 2022. Discounts in the amount of $ 8,820 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 $ 33,000 and $ 1,190, respectively, were due on the Goff Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 5,473 was accrued on the Goff Note; principal and accrued interest in the amount of $ 33,000 and $ 6,663, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 3,556 was accrued on the Hagan Note during the year ended December 31, 2022. Discounts in the amount of $ 29,715 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 $ 110,000 and $ 3,556, respectively, were due on the Hagan Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 18,237 was accrued on the Hagan Note; principal and accrued interest in the amount of $ 110,000 and $ 21,793, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 Darling Note

 On September 14, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 200,000 to Darling Capital, LLC ("Darling"), (the "Darling Note"). The Darling 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 Darling Note 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 Darling Note, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Darling Note entered default status on December 15, 2022, and the interest rate increased to 18 %. The Darling 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 Darling reasonably believes contains a term that is more favorable than those in the Darling Note, the Company shall notify Darling of such term, and such term, at the option of Darling shall become a part of the Darling Note. In addition, Darling received 1,640 shares of common stock with a value of $ 10,824; this amount was recorded as a discount to the Darling Note. Interest in the amount of $ 6,619 was accrued on the Darling Note during the year ended December 31, 2022. Discounts in the amount of $ 60,824 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 $ 6,619, respectively, were due on the Darling Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 10,192 was accrued on the Darling Note. On April 11, 2023, an equity investment incentive in the amount of $ 153,927 representing 65% of the total amount due under the Darling Note, along with original principal of $ 220,000 and accrued interest of $ 16,811 (a total of $ 390,738) was converted to 391 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $153,927, 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 Darling 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 $ 55,000 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. Interest in the amount of $ 1,641 was accrued on the Leath Note during the year ended December 31, 2022. Discounts in the amount of $ 15,368 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 $ 55,000 and $ 1,641, respectively, were due on the Leath Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 9,116 was accrued on the Leath Note; principal and accrued interest in the amount of $ 55,000 and $ 10,757, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 Cavalry Note

 On October 5, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 500,000 to the Cavalry Fund LLP ("Cavalry"), (the "Cavalry Note") with a due date of December 31, 2022. The Cavalry Note is subject to an exchange agreement (the "Series E Exchange Agreement") whereby Cavalry will exchange (a) amounts due under the Cavalry Note, (b) 1,000,000 shares of the Company's Series C Convertible Preferred Stock, and (c) 750,000 shares of the Company's Series D Convertible Preferred Stock for a number of shares of the Company's Series E Convertible Preferred Stock equal to 150% of the principal amount of the Cavalry Note plus 150% of the stated value of the Series C and Series D convertible Preferred Stock. See note 13. The Cavalry Note bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Cavalry Note is not converted pursuant to the Series E Exchange Agreement by December 10, 2022. Following an event of default as defined in the Cavalry 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 Cavalry 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 Cavalry reasonably believes contains a term that is more favorable than those in the Cavalry Note, the Company shall notify the Cavalry of such term, and such term, at the option of Cavalry, shall become a part of the Cavalry Note. In addition, Cavalry received five-year warrants to purchase 750 shares of 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. Costs in the amount of $ 7,500 were also charged to discount on the Cavalry Note. Discounts in the amount of $ 10,500 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 $ 500,000 and $ 11,918, respectively, were due on the Cavalry Note at December 31, 2022.

 Concurrent with the Cavalry Note, the Company entered into an exchange agreement (the "Cavalry Exchange Agreement"). Pursuant to the Cavalry Exchange Agreement, Cavalry shall exchange (a) 1,000,000 shares of the Company's Series C Convertible Preferred Stock (b) 750,000 shares of the Company's Series D Convertible Preferred Stock and (c) amounts owing under the Cavalry Note, for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the principal amount of the Cavalry Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Series E Exchange Value"). No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022. See note 13.

 During the year ended December 31, 2023, interest in the amount of $ 25,415 was accrued on the Cavalry Note. On April 11, 2023, an equity investment incentive in the amount of $ 349,266 representing 65% of the total amount due under the Cavalry Note, along with original principal of $ 500,000 and accrued interest of $ 37,333 (a total of $ 886,599) was converted to 887 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $349,266, 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 Cavalry Note.

 Mercer Note 1

 On October 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 300,000 to the Mercer Street Global Opportunity Fund ("Mercer"), (the "Mercer Note 1") with a due date of December 31, 2022. The Mercer Note 1 is subject to the Series E Exchange Agreement whereby Mercer will exchange (a) amounts due under the Mercer Note 1, (b) 47,619 shares of the Company's Series C Convertible Preferred Stock, and (c) 750,000 shares of the Company's Series D Convertible Preferred Stock for a number of shares of the Company's Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 1 plus 150% of the stated value of the Series C and Series D convertible Preferred Stock. See note 13. The Mercer Note 1 bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Mercer Note 1 is not converted pursuant to the Series E Exchange Agreement by December 10, 2022. Following an event of default as defined in the Mercer 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 Mercer 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 Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 1, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 1. In addition, Mercer received five-year warrants to purchase 750 shares of 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. Interest in the amount of $ 6,986 was accrued on the Mercer Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 10,500 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 $ 300,000 and $ 6,986, respectively, were due on the Mercer Note 1 at December 31, 2022.

 Concurrent with the Mercer Note 1, the Company entered into an exchange agreement (the "Mercer Exchange Agreement"). Pursuant to the Mercer Exchange Agreement, Mercer shall exchange (a) 47,619 shares of the Company's Series C Convertible Preferred Stock, (b) 750,000 shares of the Company's Series D Convertible Preferred Stock, and (c) amounts owing under the Mercer Note, for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the principal amount of the Mercer Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Series E Exchange Value"). No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022. See note 13.

 During the year ended December 31, 2023, interest in the amount of $ 15,247, respectively, was accrued on the Mercer Note 1. On April 11, 2023, an equity investment incentive in the amount of $ 209,452 representing 65% of the total amount due under the Mercer Note 1, along with original principal of $ 300,000 and accrued interest of $ 22,233 (a total of $ 531,685) was converted to 531 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $209,452, 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 Mercer Note 1.

 Pinz Note

 On October 10, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 30,000 to the Pinz Capital Special Opportunities Fund ("Pinz"), (the "Pinz Note") with a due date of December 31, 2022. The Pinz Note is subject to the Series E Exchange Agreement whereby Pinz will exchange (a) amounts due under the Pinz Note, (b) 100,000 shares of the Company's Series D Convertible Preferred Stock for a number of shares of the Company's Series E Convertible Preferred Stock equal to 150% of the principal amount of the Pinz Note plus 150% of the stated value of the Series D convertible Preferred Stock. See note 13. The Pinz Note bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Pinz Note is not converted pursuant to the Series E Exchange Agreement by December 10, 2022. Following an event of default as defined in the Pinz 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 Pinz Note contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which the Pinz Fund LLP reasonably believes contains a term that is more favorable than those in the Pinz Note, the Company shall notify the Pinz Fund LLP of such term, and such term, at the option of the Pinz Fund, LLP, shall become a part of the Pinz Note. In Interest in the amount of $ 6,986 was accrued on the Pinz Note during the year ended December 31, 2022. Discounts in the amount of $ 2,100 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 $ 30,000 and $ 674, respectively, were due on the Pinz Note at December 31, 2022.

 Concurrent with the Pinz Note, the Company entered into an exchange agreement (the "Pinz Exchange Agreement"). Pursuant to the Pinz Exchange Agreement, Pinz shall exchange (a) 100,000 shares of the Company's Series D Convertible Preferred Stock, and (b) amounts owing under the Pinz Note, for a number of Series E Convertible Preferred Stock equal to 150% of the principal amount of the Pinz Note, plus 150% of the stated value of the Series D Shares. No transactions occurred pursuant to the Pinz Exchange Agreement during the year ended December 31, 2022. See note 13.

 During the months ended December 31, 2023, interest in the amount of $ 15,247, respectively, was accrued on the Pinz Note. On April 11, 2023, an equity investment incentive in the amount of $ 20,929 representing 65% of the total amount due under the Pinz Note, along with original principal of $ 30,000 and accrued interest of $ 2,198 (a total of $ 53,127) was converted to 54 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $20,929, 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 Pinz Note.

 Mercer Note 2

 On October 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 100,000 to Mercer (the "Mercer Note 2") with a due date of December 31, 2022. The Mercer Note 2 is subject to the Series E Exchange Agreement whereby Mercer will exchange (a) amounts due under the Mercer Note 2 for a number of shares of the Company's Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 2. See note 13. The Mercer Note 2 bears interest at the rate of 10% per annum which will accrue from the date of the note only if the Mercer Note 2 is not converted pursuant to the Series E Exchange Agreement by December 10, 2022. Following an event of default as defined in the Mercer 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 Mercer 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 Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 2, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 2. In addition, Mercer received five-year warrants to purchase 750 shares of 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. Interest in the amount of $ 1,863 was accrued on the Mercer Note 2 during the year ended December 31, 2022. Discounts in the amount of $ 1,900 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 $ 100,000 and $ 1,863, respectively, were due on the Mercer Note 2 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 5,076, respectively, was accrued on the Mercer Note 2. On April 11, 2023, an equity investment incentive in the amount of $ 69,510 representing 65% of the total amount due under the Mercer Note 2, along with original principal of $ 100,000 and accrued interest of $ 6,939 (a total of $ 176,449) was converted to 177 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $69,510, 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 Mercer Note 2.

 Mercer Note 3

 On December 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 125,000 to Mercer (the "Mercer Note 3") with a due date of May 21, 2023. The Mercer Note 3 is subject to the Series E Exchange Agreement whereby Mercer will exchange amounts due under the Mercer Note 3 for a number of shares of the Company's Series E Convertible Preferred Stock equal to 150% of the principal amount of the Mercer Note 3. See note 13. The Mercer Note 3 bears interest at the rate of 10 % per annum which will accrue from the date of the note only if the Mercer Note 3 is not converted pursuant to the Series E Exchange Agreement by May 10, 2023. Following an event of default as defined in the Mercer 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 Mercer 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 Mercer reasonably believes contains a term that is more favorable than those in the Mercer Note 3, the Company shall notify Mercer of such term, and such term, at the option of Mercer, shall become a part of the Mercer Note 3. In addition, Mercer received five-year warrants to purchase 750 shares of 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 $ 4,028 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 20,972 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 125,000 and $ 993, respectively, were due on the Mercer Note 3 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 3,521 was accrued on the Mercer Note 3. Also during the year ended December 31, 2023, discounts in the amount of $ 20,972 were amortized to interest expense. On April 11, 2023, an equity investment incentive in the amount of $ 67,934 representing 65% of the total amount due under the Mercer Note 3, along with original principal of $ 100,000 and accrued interest of $ 4,514 (a total of $ 172,448) was converted to 173 shares of the Company's Series F Preferred Stock. The premium on the Mercer Note 3 in the amount of $ 25,000 was forgiven by Mercer, and the Company recognized a gain on forgiveness of debt in the amount of $ 25,000. Other than the equity investment incentive of $67,934, there was no other 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 Mercer Note 3.

 Aggregate interest expense as described on the above notes payable was $ 463,136 and $ 3,210,763 for the year ended December 31, 2023 and 2022, respectively. Accrued interest on notes payable was $ 375,346 and $ 358,165 at December 31, 2023 and 2022, respectively.

 Note 10: Notes Payable – Related Parties

 The following table summarizes the outstanding related party notes payable as of December 31, 2023 and 2022, respectively

 2023

 2022

 Howe Note 1

 $

 -

 $

 1,100,000

 Howe Note 2

 -

 330,000

 Howe Note 3

 -

 330,000

 Howe Note 4

 -

 220,000

 Diamond Note 1

 -

 192,500

 Diamond Note 2

 -

 23,529

 Diamond Note 3

 -

 258,823

 Diamond Note 4

 -

 51,765

 Diamond Note 5

 -

 64,706

 M Diamond Note

 64,706

 64,706

 Dobbertin Note

 19,412

 19,412

 Iturregui Note 1

 -

 Lindstrom Note

 45,294

 45,294

 November 29, 2022 Notes

 37,500

 131,250

 Notes Payable

 166,912

 2,864,338

 Less: Discount

 -

 ( 22,670

)

 Less: Amounts classified as current liabilities of discontinued operations

 -

 ( 1,995,667

)

 Notes payable – net of discounts

 $

 166,912

 $

 846,001

 Current Portion, net of discount

 $

 166,912

 $

 846,001

 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.

 During 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.

 During 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.

 During 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.

 During 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.

 Diamond Note 1

 On February 24, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 175,000 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the "Diamond Note 1"). The Diamond 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, 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 Diamond Note 1 was $ 148,750; the amount payable at maturity will be $175,000 plus 10 % of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Diamond Note 1, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 1 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Diamond 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. Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 1, the Company shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Diamond Note 2. In addition, Mr. Diamond received five-year warrants to purchase 7,350 shares of common stock at a price of $ 25.00 per share, and five-year warrants to purchase 7,350 shares of common stock at $ 37.50 per share with an aggregate fair value of $ 2,914 at the date of issuance, which was recorded as a discount to this note. Interest in the amount of $ 16,052 was accrued on the Diamond Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 46,664 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 $ 192,500 and $ 16,052, respectively, were due on the Diamond Note 1 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 24,024 was accrued on the Diamond Note 1.

 On September 29, 2023, an equity investment incentive in the amount of $ 151,174 representing 65% of the total amount due under the Diamond Note 1, along with original principal of $ 175,000, premium of $ 17,500, and accrued interest of $ 40,076 (a total of $ 383,750) was converted to 384 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 151,174, 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 Diamond Note 1.

 Diamond Note 2

 On March 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the "Diamond Note 2). The Diamond 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, 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 Diamond Note 2 was $ 200,000; the amount payable at maturity will be $235,294 plus 10 % of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Diamond Note 2, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 2 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Diamond Note 2 contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 2, the Company shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Diamond Note 2. In addition, Mr. Diamond received five-year warrants to purchase 1,930 shares of common stock at a price of $ 25.00 per share a fair value of $ 2,213 at the date of issuance, which was recorded as a discount to this note. Interest in the amount of $ 1,676 was accrued on the Diamond Note 2 during the year ended December 31, 2022. Principal in the amount of $ 235,294 was paid on the Diamond Note 2 during the year ended December 31, 2022. Discounts in the amount of $ 61,036 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 $ 23,529 and $ 1,676, respectively, were due on the Diamond Note 2 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 23 was accrued on the Diamond Note 2

 On September 29, 2023, an equity investment incentive in the amount of $ 16,398 representing 65% of the total amount due under the Diamond Note 2, along with the premium of $ 23,529 and accrued interest of $ 1,699 (a total of $ 41,626) was converted to 42 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 16,398, 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 Diamond Note 2.

 Diamond Note 3

 On April 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 235,294 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the "Diamond Note 3"). The Diamond 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 Diamond Note 3 was $ 200,000; the amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 3 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Diamond Note 3 contains a "most favored nations" clause that provides that, so long as the note is outstanding, if the Company issues any new security which Mr. Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Diamond Note 3. In addition, Mr. Diamond received five-year warrants to purchase 1,930 shares of common stock at a price of $ 25.00 per share with a fair value of $ 8,800 at the date of issuance, and 1,930 shares of common stock with a value of $ 16,200; these amounts were recorded as discounts on the Diamond Note 3. Interest in the amount of $ 17,586 was accrued on the Diamond Note 3 during the year ended December 31, 2022. Discounts in the amount of $ 83,823 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 $ 258,823 and $ 17,586, respectively, were due on the Diamond Note 3 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 32,244 was accrued on the Diamond Note 3.

 On September 29, 2023, an equity investment incentive in the amount of $ 200,624 representing 65% of the total amount due under the Diamond Note 3, along with original principal of $ 235,294, premium of $ 23,529, and accrued interest of $ 49,830 (a total of $ 509,277) was converted to 509 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 200,624, 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 Diamond Note 3.

 Diamond Note 4

 On May 18, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 47,059 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the "Diamond Note 4"). The Diamond 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, 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 Diamond Note 4 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 Diamond Note 4, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 4 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Diamond 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. Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 4, the Company shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Diamond Note 4. In addition, Mr. Diamond received five-year warrants to purchase 386 shares of common stock at a price of $ 25.00 per share with a fair value of $ 2,960 at the date of issuance, and 1,930 shares of common stock with a value of $ 3,160; these amounts were recorded as discounts on the Diamond Note 4. Interest in the amount of $ 3,245 was accrued on the Diamond Note 4 during the year ended December 31, 2022. Discounts in the amount of $ 17,885 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 $ 51,765 and $ 3,245, respectively, were due on the Diamond Note 4 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 6,446 was accrued on the Diamond Note 4.

 On September 29, 2023, an equity investment incentive in the amount of $ 39,946 representing 65% of the total amount due under the Diamond Note 4, along with original principal of $ 47,059, premium of $ 4,706, and accrued interest of $ 9,691 (a total of $ 101,402) was converted to 101 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 200,624, 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 Diamond Note 4.

 Diamond Note 5

 On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 58,823 in a related party transaction to Lawrence Diamond, who was Chief Executive Officer and a member of our Board of Directors (the "Diamond Note 5"). The Diamond Note 5 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 Diamond Note 5 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 Diamond Note 5, the principal amount shall bear interest for each day until paid at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 5 entered default status on December 1, 2022, and the interest rate increased to 18 %. The Diamond Note 5 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. Diamond reasonably believes contains a term that is more favorable than those in the Diamond Note 5, the Company shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Diamond Note 5. In addition, Mr. 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 Diamond Note 5. Interest in the amount of $ 3,929 was accrued on the Diamond Note 5 during the year ended December 31, 2022. Discounts in the amount of $ 21,256 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 $ 64,705 and $ 3,929, respectively, were due on the Diamond Note 5 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 8,055 was accrued on the Diamond Note 5.

 On September 29, 2023, an equity investment incentive in the amount of $ 49,849 representing 65% of the total amount due under the Diamond Note 5, along with original principal of $ 58,824, premium of $ 5,882, and accrued interest of $ 11,984 (a total of $ 126,539) was converted to 127 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 200,624, 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 Diamond Note 5.

 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. Interest in the amount of $ 3,929 was accrued on the M Diamond Note during the year ended December 31, 2022. Discounts in the amount of $ 21,256 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 $ 64,705 and $ 3,929, respectively, were due on the M Diamond Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 10,753 was accrued on the M Diamond Note; principal and accrued interest in the amount of $ 64,705 and $ 14,682, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 2,750 was accrued on the Lindstrom Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 14,879 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 $ 45,294 and $ 2,750, respectively, were due on the Lindstrom Note 1 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 7,527 was accrued on the Lindstrom Note; principal and accrued interest in the amount of $ 45,294 and $ 10,277, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 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. Interest in the amount of $ 1,179 was accrued on the Dobbertin Note during the year ended December 31, 2022. Discounts in the amount of $ 6,377 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 $ 19,412 and $ 1,179, respectively, were due on the Dobbertin Note at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 3,226 was accrued on the Dobbertin Note; principal and accrued interest in the amount of $ 19,412 and $ 4,405, respectively, were due on this note at December 31, 2023. This note was in default at December 31, 2023.

 Iturregui Note 1

 On July 21, 2022, the Company issued a 10% Promissory Note in the principal amount of $ 29,412 in a related party transaction to Juan Carlos Iturregui, who was a member of the Company's Board of Directors (the "Iturregui Note 1"). The Iturregui Note 1 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 Iturregui Note 1 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 Iturregui 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 Iturregui 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. Iturregui reasonably believes contains a term that is more favorable than those in the Iturregui Note 1, the Company shall notify Mr. Iturregui of such term, and such term, at the option of Mr. Iturregui, shall become a part of the Iturregui Note 1. In addition, Mr. Iturregui received five-year warrants to purchase 242 shares of common stock at a price of $ 25.00 per share with a fair value of $ 975 at the date of issuance, and 242 shares of common stock with a value of $ 1,225; these amounts were recorded as discounts to the Iturregui Note 1. Interest in the amount of $ 1,313 was accrued on the Iturregui Note 1 during the year ended December 31, 2022. Discounts in the amount of $ 8,464 were amortized to interest expense during the year ended December 31, 2022, and total discounts in the amount of $ 1,089 remained outstanding at December 31, 2022. Principal and accrued interest in the amounts $ 32,353 and $ 1,313, respectively, were due on the Iturregui Note 1 at December 31, 2022.

 During the year ended December 31, 2023, interest in the amount of $ 3,881 was accrued on the Iturregui Note 1.

 On September 29, 2023, an equity investment incentive in the amount of $ 24,406 representing 65% of the total amount due under the Iturregui Note 1, along with original principal of $ 29,412, premium of $ 2,941, and accrued interest of $ 5,194 (a total of $ 61,953) was converted to 62 shares of the Company's Series F Preferred Stock. Other than the equity investment incentive of $ 24,406, 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 Iturregui Note 1.

 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.

 During 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) Faraz Naqvi 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 of $ 13,553, 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.

 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.

 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.

 Aggregate interest expense as described on the above notes payable – related parties was $ 404,781 and $ 1,243,639 for the year ended December 31, 2023 and 2022, respectively, of which $ 306,032 and $ 928,894 were included in net loss from discontinued operations. Accrued interest on notes payable – related parties was $ 35,267 and $ 52,643 at December 31, 2023 and 2022, respectively.

 Note 11: 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 restructure, and at each period end.

 Derivative liability activity for the years ended December 31, 2023 and 2022 is summarized in the table below:

 December 31, 2021

 $

 -

 True-up features issued

 192,375

 Settled upon conversion or exercise

 ( 310,641

)

 Loss on revaluation

 687,178

 December 31, 2022

 $

 568,912

 True-up features issued

 -

 Settled upon conversion or exercise

 ( 501,740

)

 Loss on revaluation

 85,773

 December 31, 2023

 $

 152,945

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

 2023

 2022

 Volatility

 475.7

 %

 95.1 % to 123.2

 %

 Stock Price

 $

 0.0250

 $

 1.06 to 3.50

 Risk-free interest rates

 5.21

 %

 4.35 % to 4.37

 %

 Term (years)

 0.39

 0.73 to 0.86

 Certain of our notes payable contain a commitment fee obligation with a true-up feature. The following assumptions were used for the valuation of the derivative liability associated with this obligation:

 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.

 Note 12: Stockholders ' Equity (Deficit)

 Common Stock

 The Company has authorized 500,000,000 shares of common stock, par value $ 0.01; 5,567,957 and 4,630,372 shares were issued and outstanding at December 31, 2023 and 2022, respectively. On December 12, 2022, the Company effected one-for-fifty reverse-split of its common stock. The number of shares of common stock outstanding immediately before the reverse-split was 231,374,330; the number of shares of common stock immediately following the reverse-split was 4,630,372, a decrease of 226,743,958 shares.

 Common Stock Transactions During the Year Ended December 31, 2023

 On January 23, 2023, the Company issued 150,000 shares of common stock at the market price of $ 3.45 per share to a service provider. The aggregate value of $ 517,500 was charged to operations during the year ended December 31, 2023.

 On February 21, 2023, the Company issued 150,000 shares of common stock at the market price of $ 2.53 per share to a service provider. The aggregate value of $ 379,500 was charged to operations during the year ended December 31, 2023.

 During the year ended December 31, 2023, GS Capital converted principal and accrued interest in a convertible note payable into shares of common stock as follows: On February 14, 2023, principal of $ 15,000 and accrued interest of $ 1,632 were converted at a price of $ 1.74 per share into 9,846 shares of common stock; on February 28, 2023, principal of $ 17,777 and accrued interest of $ 2,057 were converted at a price of $ 1.50 per share into 13,555 shares of common stock; on March 9, 2023, principal of $ 20,000 and accrued interest of $ 2,399 were converted at a price of $ 1.50 per share into 15,265 shares of common stock; and on March 28, 2023, principal of $ 20,000 and accrued interest of $ 2,581 were converted at a price of $ 1.25 per share into 18,472 shares of common stock. These conversions were made pursuant to the terms of the convertible note agreement and no gain or loss was recognized on these transactions.

 On March 31, 2023, the Company issued a total of 8,063 shares of common stock for accrued dividends on its Series X Preferred Stock. Of this amount, a total of 1,066 shares were issued to officers and directors, 4,160 were issued to a related party shareholder, and 2,837 were issued to non-related parties.

 On April 4, 2023, the Company issued 2,952 shares of common stock to a consultant at a price of $ 1.29 per share as a commission on funds previously raised. The Company recorded a gain in the amount of $ 33,092 on this transaction.

 On April 4, 2023, the Company issued 94,738 shares of common stock to GS Capital at an average price of pursuant to a make-whole agreement entered into in connection with the GS Capital Warrants. See note 10. A gain in the amount of $ 21,506 was recorded on the settlement of this derivative liability. See note 12.

 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.

 On June 29, 2023, the Company issued a total of 20,212 shares of common stock for accrued dividends on its Series X Preferred Stock.

 Of this amount, a total of 2,673 shares were issued to officers and directors, 10,426 were issued to a related party shareholder, and 7,113 were issued to non-related parties.

 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 August 21, 2023, the Company issued 131,362 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 105,089. A gain in the amount of $ 59,112 was recorded on this transaction.

 On August 21, 2023, the Company issued 43,750 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 35,000. A gain in the amount of $ 19,687 was recorded on this transaction.

 On August 21, 2023, the Company issued 49,226 shares of common stock at a price of $ 0.80 per share for accounts payable in the amount of $ 39,380. A gain in the amount of $ 22,151 was recorded on this transaction.

 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.

 On October 10, 2023, the Company issued 23,438 shares of common stock to a service provider at a price of $0.80 per share for accounts payable in the amount of $ 18,750.

 Common Stock Transactions During the Year Ended December 31, 2022

 On January 12, 2022, the Company entered into a settlement agreement with an ex-employee. Pursuant to the terms of this agreement, the Company agreed to pay the amount of $ 19,032 for accrued salary, and the employee returned to the Company for cancellation 8,000 shares of common stock previously issued as compensation. These shares were valued at par value of $ 0.01 or a total value of $ 80; the Company recorded a gain on cancellation of these shares in the amount of $ 15,032.

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

 The Gardner Equity Agreement settled for certain accounts payable amounts owed by the Company to Gardner. The Gardner Equity Agreement also settled accrued interest and penalties on the amounts due through January 5, 2022, as well as interest payments on amounts incurred in the first quarter of 2022 (collectively, the "Additional Costs", and combined with the Accounts Payable Amount, the "Company Debt Obligations"). The Accounts Payable Amount was $ 500,000, the Additional Costs were $ 294,912 and the conversion price was $ 12.50. As a result, 63,593 Restricted Shares were authorized to be issued.

 On March 22, 2022 and March 31, 2022, the Company issued an aggregate 30,835 shares of common stock as waiver fees to holders of the Series C and Series D Preferred Stock for their waivers of certain covenants as set forth and defined in the Series C and Series D Certificates of Designations. The Company valued these shares at their contractual price of $ 12.50 per share and recorded the amount of $ 385,431 as waiver fees. The Company recorded an aggregate gain upon issuance of these shares in the amount of $ 198,273 based on the market price of the Company's common stock on the date of issuance.

 On March 31, 2022, the Company issued 34,400 Commitment Fee Shares to AJB Capital Investors, LLC. A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision. The contractual price of the common stock $ 12.50 per share; valuation purposes, the common stock was valued at the market price on the date of the transaction of $ 6.35 per share. The discount on the notes due to the Commitment Fee Shares and warrants was valued at $ 349,914. The Company recorded the amount of $ 226,106 to additional paid-in capital pursuant to this transaction.

 On March 31, 2022, the Company issued 7,648 shares of common stock at a price of $ 12.50 per share which were previously subscribed for the conversion of accounts payable in the amount of $ 95,558.

 On April 27, 2022, the Company issued 14,400 shares of stock to Cavalry Fund 1 LP at a price of $ 6.35 per share for a total value of $ 91,440 as compensation for the waiver of certain covenants as set forth in the Series C Certificate of Designation. The Company recorded a gain in the amount of $ 88,560 on this transaction.

 On April 27, 2022, the Company issued 1,929 shares of common stock with a contract price of $ 12.50 per share or $ 24,118 and a grant date market value of $ 8.00 or $ 15,434 to Larry Diamond, it's Chief Executive as commitment shares as set forth and defined in Diamond Note 3. The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $ 16,200, and recorded a loss in the amount of $ 765 on this transaction. The Company also issued five-year warrants to purchase 1,929 shares of common stock at a price of $ 12.50 to Mr. Diamond pursuant to Diamond Note 3.

 On May 1, 2022, the Company issued 15,000 shares of common stock to a service provider at a price of $ 6.88 per share.

 On May 10, 2022, the Company entered into a securities purchase agreement with Kishon Investments, LLC with respect to the sale and issuance of: (i) an initial commitment fee in the amount of $ 159,259 in the form of 12,741 shares of the Company's common stock, (ii) promissory note in the principal amount of $ 277,777 due on November 10, 2022, and (iii) warrants to purchase up to 5,556 shares of the common stock. The note and warrants were issued on May 10, 2022 and were held in escrow pending effectiveness of the Purchase Agreement.

 Pursuant to the terms of the purchase agreement, the initial shares were issued at a value of $ 159,259, the note was issued in the principal amount of $277,777 for a purchase price of $ 250,000, resulting in the original issue discount of $ 27,777; and the warrants were issued, with an initial exercise price of $ 12.50 per share, subject to adjustment.

 On May 18, 2022, the Company issued 386 shares of common stock to Larry Diamond, it's Chief Executive Officer at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.585 per share as commitment shares as set forth and defined in Diamond Note 4. The Company recorded these shares at their relative fair value of the components of Diamond Note 4, or $ 3,160 and recorded a loss in the amount of $ 249 on this transaction. The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $ 12.50 to Mr. Diamond pursuant to Diamond Note 4.

 On May 23, 2022, the Company issued 386 shares of common stock to Jessica Finnegan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 8.97 per share as commitment shares as set forth and defined in Finnegan Note 1. The Company recorded these shares at their relative fair value of the components of Finnegan Note 1, or $ 3,240, and recorded a gain in the amount of $ 222 on this transaction. The Company also issued five-year warrants to purchase 386 shares of common stock at a price of $ 12.50 to Ms. Finnegan pursuant to Finnegan Note 1.

 On May 26, 2022, the Company issued 1,688 shares of common stock to the May 26 Lenders at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.585 per share as commitment shares as set forth and defined in the May 26, 2022 Notes. The Company recorded these shares at their relative fair value of the components of the May 26 Note, or $ 14,175, and recorded a loss in the amount of $ 1,369 on these transactions. The Company also issued five-year warrants to purchase 1,688 shares of common stock at a price of $ 25.00 to the May 26 Lenders pursuant to the May 26, 2022.

 On June 7, 2022, the Company issued 8,103 shares of common stock at a price of $ 12.50 per share to investors for accumulated dividends on Series X Preferred Stock. See Note 12.

 On June 9, 2022, the Company issued 7,284 shares of common stock to the June 9 Lenders at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7,425 per share as commitment shares as set forth and defined in the June 9 Notes. The Company recorded these shares at the relative fair value of the components of June 9 Notes, or $ 66,400, and recorded an aggregate loss in the amount of $ 9,356 on these transactions. The Company also issued five-year warrants to purchase 7,284 shares of common stock at a price of $ 25.00 to the May 26 Lenders pursuant to the June 9 notes.

 On June 22, 2022, the Company issued 4,824 shares of common stock at fair value of $ 10.45 per share to Dragon Dynamic at a fair value of $ 10.45 per share as a commitment fee.

 On June 22, 2022, the Company issued 12,741 shares of common stock at fair value of $ 10.45 per share to GS Capital at a fair value of $ 10.45 per share as a commitment fee.

 On June 22, 2022, the Company issued 8,600 shares of common stock at fair value of $ 10.45 per share to Anson East and an additional 25,800 shares of common stock at a fair value of $ 10.45 per share to Anson Investments as a commitment fee.

 On July 7, 2022, the Company issued 2,412 shares of common stock to William Mackay at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.445 per share as commitment shares as set forth and defined in the Mackay Note. The Company recorded these shares at their relative fair value of the components of Mackay Note, or $ 12,500, and recorded a gain in the amount of $ 5,456 on this transaction. The Company also issued five-year warrants to purchase 2,412 shares of common stock at a price of $ 12.50 to Mr. Mackay pursuant to the Mackay Note.

 On July 7, 2022, the Company issued 193 shares of common stock to Charlies Schrier at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.445 per share as commitment shares as set forth and defined in the Schrier Note. The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,000, and recorded a gain in the amount of $ 436 on this transaction. The Company also issued five-year warrants to purchase 193 shares of common stock at a price of $ 25.00 to Mr. Schrier pursuant to the Schrier Note.

 On July 21, 2022, the Company issued 241 shares of common stock to Juan Carlos Iturregui, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.225 per share as commitment shares as set forth and defined in the Iturregui Note. The Company recorded these shares at their relative fair value of the components of Schrier Note, or $ 1,225, and recorded a gain in the amount of $ 518 on this transaction. The Company also issued five-year warrants to purchase 241 shares of common stock at a price of $ 25.00 to Mr. Iturregui pursuant to the Iturregui Note.

 On July 21, 2022, the Company issued 2,460 shares of common stock to the Michael C. Howe Living Trust, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 7.225 per share as commitment shares as set forth and defined in the Howe Note 3. The Company recorded these shares at their relative fair value of the components of Howe Note 3, or $ 12,495, and recorded a gain in the amount of $ 5,729 on this transaction. The Company also issued five-year warrants to purchase 2,460 shares of common stock at a price of $ 25.00 to the Michael C. Howe Living Trust pursuant to the Howe Note 3.

 On July 26, 2022, the Company issued 482 shares of common stock to Eric S. Nommsen at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.84 per share as commitment shares as set forth and defined in the Nommsen Note. The Company recorded these shares at their relative fair value of the components of Nommsen Note, or $ 2,350, and recorded a gain in the amount of $ 949 on this transaction. The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $ 25.00 to Mr. Nommsen pursuant to the Nommsen Note.

 On July 27, 2022, the Company issued 482 shares of common stock to James H. Caplan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.935 per share as commitment shares as set forth and defined in the Caplan Note. The Company recorded these shares at their relative fair value of the components of the Caplan Note, or $ 2,350, and recorded a gain in the amount of $ 995 on this transaction. The Company also issued five-year warrants to purchase 482 shares of common stock at a price of $ 25.00 to Mr. Caplan pursuant to the Caplan Note.

 On August 4, 2022, the Company issued a total of 241 shares of common stock to Jessica, Kevin C., Brody, Isabella, and Jack Finnegan at a contractual price of $ 25.00 per share and a market price at issuance date of $ 6.42 per share as commitment shares as set forth and defined in the Finnegan Note 3. The Company recorded these shares at their relative fair value of the components of the Finnegan Note 3, or $ 1,000, and recorded a gain in the amount of $ 448 on this transaction. The Company also issued five-year warrants to purchase a total of 241 shares of common stock at a price of $ 25.00 to the holders of the Finnegan Note 3.

 On August 4, 2022, the Company issued 984 shares of common stock to Jack Enright at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.42 per share as commitment shares as set forth and defined in the Caplan Note. The Company recorded these shares at their fair value of $ 6,317.

 On August 4, 2022, the Company issued 12,064 shares of common stock to a service provider as payment for investor relations services. The transaction was effective August 1, 2022 and has a six month term. The shares were valued at the closing price of the Company's common stock on August 4, 2022, of $ 6.42 per share or $ 77,448.

 On August 18, 2022, the Company issued 1,640 shares of common stock to the Michael C. Howe Living Trust, a related party, at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.57 per share as commitment shares as set forth and defined in the Howe Note 4. The Company recorded these shares at their fair value of $ 10,775.

 On September 2, 2022, the Company issued 582 shares of common stock to John Mitchell at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.365 per share as commitment shares as set forth and defined in the Mitchell Note. The Company recorded these shares at their fair value of $ 3,124.

 On September 2, 2022, the Company issued 492 shares of common stock to Frank Lightmas at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.365 per share as commitment shares as set forth and defined in the Lightmas Note. The Company recorded these shares at their fair value of $ 2,640.

 On September 2, 2022, the Company issued 246 shares of common stock to Lisa Lewis at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.365 per share as commitment shares as set forth and defined in the Lewis Note. The Company recorded these shares at their fair value of $ 1,320.

 On September 2, 2022, the Company issued 246 shares of common stock to Sharon Goff at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.65 per share as commitment shares as set forth and defined in the Goff Note. The Company recorded these shares at their fair value of $ 1,320.

 On September 9, 2022, the Company issued 820 shares of common stock to Cliff Hagan at a contractual price of $ 12.50 per share and a market price at issuance date of $ 5.75 per share as commitment shares as set forth and defined in the Hagan Note. The Company recorded these shares at their fair value of $ 4,715.

 On September 14, 2022, the Company issued 1,640 shares of common stock to Darling Capital at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.60 per share as commitment shares as set forth and defined in the Darling Capital Note. The Company recorded these shares at their fair value of $ 10,824.

 On September 15, 2022, the Company issued 410 shares of common stock to Mack Leath at a contractual price of $ 12.50 per share and a market price at issuance date of $ 6.995 per share as commitment shares as set forth and defined in the Leath Note. The Company recorded these shares at their fair value of $ 2,868.

 On October 1, 2022, the Company issued 6,329 shares of common stock at a price of $ 16.00 per share to a service provider.

 On November 18, 2022, the Company issued 91,328 shares of common stock to AJB in settlement of the AJB True-up Obligation. See note 9.

 Preferred Stock

 We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors. We have designated 500,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series D Preferred, 10,000 shares of Series E Preferred, and 24,227 shares as Series X Preferred Stock.

 Series A Preferred Stock

 The Series A Preferred Stock has a par value of $ 0.01 per share, no stated maturity, a liquidation preference of $ 25.00 per share and accrued dividends at the rate of 12 % on $ 25.00 per share. The Company had no shares of Series A Preferred Stock outstanding at December 31, 2023 and 2022.

 Series C Preferred Stock

 The Series C Preferred Stock has the following terms:

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

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

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

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

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

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

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

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

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

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

 Series C Preferred Stock Transactions During the Year Ended December 31, 2023

 The Company accrued dividends in the amount of $ 17,603 on the Series C Preferred Stock.

 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.

 Series C Preferred Stock Transactions During the Year Ended December 31, 2022

 During the year ended December 31, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $ 66,447. The Company also adjusted the number of shares of Series C Preferred Stock outstanding by an increase in the amount of 98,064 shares in connection with previous conversions of Series C Preferred Stock to common stock; the amount of $ 981 was charged to additional paid-in capital pursuant to this adjustment.

 Series D Preferred Stock

 The Series D Preferred Stock has the following terms:

 Ranking. The Series D Preferred Stock and the Series C Preferred Stock 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 D Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company.

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

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

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

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

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

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

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

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

 Series 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 the approximately $ 25,000, there was no gain or loss recorded on this transaction.

 Series D Preferred Stock Transactions During the Year Ended December 31, 2022

 During the year ended December 31, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $ 195,299.

 Series E Preferred Stock

 On November 7, 2022, the Company filed a Certificate of Designations, Preferences and Rights of Series E Convertible Perpetual Preferred Stock (the "Series E") with the Delaware Secretary of State. The number of shares of Series E designated is 10,000 and each share of Series E has a stated value equal to $ 1,000. Each share of Series E Preferred Stock shall have a par value of $ 0.01. There are 0 shares of Series E Preferred Stock outstanding at December 31, 2023 and 2022. No shares of Series E Preferred Stock have ever been issued.

 As long as any shares of Series E are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series E, (a) alter or change the preferences, rights, privileges or powers given to the Series E or alter or amend the Certificate of Incorporation or bylaws, (b) increase or decrease (other than by conversion) the number of authorized shares of Series E, or (c) create or authorize any new class of shares that has a preference over Series E.

 Unless previously converted into shares of Common Stock, any shares of Series E issued and outstanding, shall be redeemable at the option of the Company for cash at a redemption price per share equal to 110% of the initial issuance price, or $ 1,100, plus all dividends declared thereon.

 Each share of Series E shall become convertible, at the option of the holder, commencing on the date of issuance, into such number of fully paid and non-assessable shares of Common Stock. The conversion price shall be, as of the conversion date, (a) prior to the date of the qualified offering the average VWAP per share of the Common Stock for the five (5) trading days prior to the date of conversion and (b) on or following the date of the qualified offering, the qualified offering price (the "Conversion Price"). Immediately following the 120th day following the qualified offering, the Conversion Price shall be adjusted to the lesser of (a) the average VWAP per share of the Common Stock for the five (5) trading days immediately following the 120th day following the qualified offering and (b) the Conversion Price on such date, which shall in no event be less than $ 0.05.

 Series E Exchange Agreements

 During the year ended December 31, 2022, the Company entered into the following agreements to exchange certain debt and equity amounts for shares of Series E Preferred Stock (see notes 9, 10, and 16):

 On October 5, 2022, the Company entered into the Cavalry Exchange Agreement, pursuant to which Cavalry shall exchange (a) 1,000,000 shares of the Company's Series C Convertible Preferred Stock (b) 750,000 shares of the Company's Series D Convertible Preferred Stock and (c) amounts owing under the Cavalry Note, for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the principal amount of the Cavalry Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Series E Exchange Value"). No transactions occurred pursuant to the Cavalry Exchange Agreement during the year ended December 31, 2022. See note 9 and 16.

 On October 7, 2022, the Company entered into the Mercer Exchange Agreement whereby Mercer shall exchange (a) 47,619 shares of the Company's Series C Convertible Preferred Stock, (b) 750,000 shares of the Company's Series D Convertible Preferred Stock, and (c) amounts owing under the Mercer Note, for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the principal amount of the Mercer Note, plus 150% of the stated value of the Series C Shares and Series D Shares (the "Series E Exchange Value"). No transactions occurred pursuant to the Mercer Exchange Agreement during the year ended December 31, 2022. See note 9. Amounts due under the Mercer Note 2 will also convert pursuant to the terms of the Mercer Exchange Agreement into shares of the Company's series E Preferred Stock. See note 9 and 16.

 On October 10, 2022, the Company entered into the Pinz Exchange Agreement whereby Pinz shall exchange (a) 100,000 shares of the Company's Series D Convertible Preferred Stock, and (b) amounts owing under the Pinz Note, for a number of Series E Convertible Preferred Stock equal to 150% of the principal amount of the Pinz Note, plus 150% of the stated value of the Series D Shares. No transactions occurred pursuant to the Pinz Exchange Agreement during the year ended December 31, 2022. See note 9 and 16.

 On October 18, 2022, the Company entered into separate exchange agreements with each of Anson East Master Fund LP and Anson Investments Master Fund LP (collectively, "Ansons"), (the "Ansons Exchange Agreements"). Pursuant to the Ansons Exchange Agreements, Ansons shall exchange an aggregate of 750,000 shares of the Company's Series D Stock for a number of Series E Convertible Preferred Stock (the "Series E Shares") equal to 150% of the stated value of the Series D Shares (the "Series E Exchange Value"), and the Funds have agreed to invest no less than an aggregate amount of $ 375,000 into the uplisting offering. No transactions occurred pursuant to the terms of the Ansons Exchange Agreements during the year ended December 31, 2022. See notes 9 and 16.

 On November 29, 2022, the Company entered into the November 29 Notes Exchange Agreements whereby 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. See notes 10 and 16.

 Series 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.

 Series 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.

 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) 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 the approximately $ 25,000, there was no gain or loss recorded on this transaction.

 The Company accrued dividends in the amount of $ 1,566,073 on the Series F Preferred Stock.

 Series F Preferred Stock Transactions During the Year Ended December 31, 2022

 None.

 Series X Preferred Stock

 The Company has 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the "Series X Preferred Stock") outstanding as of December 31, 2023 and 2022. 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. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders.

 Series X Preferred Stock Transactions During the Year Ended December 31, 2023

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

 During 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.

 Series X Preferred Stock Transactions During the Year Ended December 31, 2022

 During the year ended December 31, 2022, the Company accrued dividends on the Series X Preferred Stock in the amount of $ 60,564.

 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 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. Any costs associated with the termination of the Plan will be reflected in the financials reports for the period ending March 31, 2024.

 A copy of the Form S-8 which references the Plan can be found at:

 The following table summarizes the options outstanding at December 31, 2023 and the related prices for the options to purchase shares of the Company's common stock:

 Weighted

 Weighted

 Weighted

 average

 average

 average

 exercise

 exercise

 Range of

 Number of

 remaining

 price of

 Number of

 price of

 exercise

 options

 contractual

 outstanding

 options

 exercisable

 prices

 outstanding

 life (years)

 options

 exercisable

 options

 $

 1.50 - 16.00

 100,934

 7.16

 $

 10.05

 80,934

 $

 9.25

 100,934

 7.16

 $

 10.05

 80,934

 $

 9.25

 Transactions involving stock options are summarized as follows:

 Weighted- Average

 Exercise Price ($)

 Outstanding at December 31, 2021

 366,591

 $

 10.29

 Granted

 4,000

 $

 12.50

 Cancelled/Expired

 ( 59,899

)

 $

 12.18

 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

 Options vested and exercisable

 80,934

 $

 9.25

 At December 31, 2023, the total stock-based compensation cost related to unvested awards not yet recognized was $ 812,621 of which $808,584 vest upon various contingent requirements.

 Warrants

 The following table summarizes the warrants outstanding on December 31, 2023, and the related prices for the warrants to purchase shares of the Company's common stock:

 Weighted- Average

 Exercise Price ($)

 Outstanding at December 31, 2021

 596,400

 $

 31.25

 Granted

 75,934

 $

 26.21

 Exercised

 -

 $

 -

 Outstanding at December 31, 2022

 672,334

 $

 30.68

 Granted

 $

 2.50

 Exercised

 -

 $

 -

 Outstanding at December 31, 2023

 673,208

 $

 30.64

 Note 13: 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 $ 13.5 million and $ 1.6 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, 2023 and 2022, 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

 2023

 2022

 Expected tax at statutory rates

 $

 ( 3,463,000

)

 %

 $

 ( 4,879,000

)

 %

 Permanent Differences

 7,000

 %

 1,610,000

 ( 7

)%

 State Income Tax, Net of Federal benefit

 ( 418,000

)

 %

 ( 380,000

)

 %

 Other

 ( 95,000

)

 %

 286,000

 ( 1

)%

 Current Year Change in Valuation Allowance

 3,969,000

 ( 24

)%

 2,611,000

 ( 9

)%

 Prior Year True-Ups

 -

 %

 752,000

 ( 6

)%

 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, 2023, and 2022 significant components of the Company's deferred tax assets are as follows:

 For the Years Ended

 2023

 2022

 Deferred Tax Assets (Liabilities):

 Accrued payroll

 $

 141,000

 $

 112,000

 ASC842-ROU Asset

 -

 ( 68,000

)

 ASC842-ROU (Liability)

 822,000

 830,000

 Loss from derivatives

 ( 16,000

)

 ( 130,000

)

 Waiver and commitment fee shares

 -

 ( 32,000

)

 Stock based compensation

 ( 171,000

)

 ( 85,000

)

 Depreciation

 3,000

 Net operating loss

 13,529,000

 9,679,000

 Net deferred tax assets (liabilities)

 14,308,000

 10,339,000

 Valuation allowance

 ( 14,308,000

)

 ( 10,339,000

)

 Net deferred tax assets (liabilities)

 $

 -

 $

 -

 Note 14: 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, 2023 and 2022.

 December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative liabilities

 $

 -

 $

 -

 $

 152,945

 $

 152,945

 December 31, 2022

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Derivative liabilities

 $

 -

 $

 -

 $

 568,912

 $

 568,912

 Note 15: 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 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 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 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 has 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:

 $

 $

 -

 N.A.

 $

 $

 $

 $

 $

 $

 $

 $

 $

 $

 -

 $

 $

 $

 $

 $

 $

 TOTAL

 $

 $

 2,452,768

 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 entered into a settlement agreement on this site as of the date of this filing but expect to shortly.

 Note 16: Subsequent Events

 On January 17, 2024, because of the substantially lower price realized on the OTC Expert Market the holders of the Series X Preferred shares have modified their policy on pricing of the restricted common stock used for the dividend payments. Until further notice the number of dividend shares will be determined using a price per share of $.80 in computing the number of shares to be issued. This represents a 20% discount to the average closing price immediately before the trading of the common stock was moved onto the OTC Expert Market.

 On January 24, 2024 the Company received funding after entering into a lending agreement with each of two (2) of its historical institutional investors, Cavalry Fund and Mercer Street Capital ("the Lenders"). The notes provide $ 25,000 of proceeds each, are for 12 -month period, and earn interest at ten percent ( 10 %) per year. The Lenders and the Company have agreed that the use of the proceeds are intended to fund compliance related costs such as SEC reporting, audit, legal and accounting related.

 On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock for the period from July 2023 through December 31, 2023.

 On February 20, 2024 the Board of Directors of Mitesco unanimously voted to terminate a previously approved authorization for a reverse split of its common stock at a ratio of up to 4:1, previously disclosed on January 4, 2023.

 On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the first quarter of 2024 using the $.80 price per share as noted above.

 Effective April 1, 2024 the Company intends to return to the dividend payment terms as defined in the Certificate of Designation for the Series X Preferred stock, as such the share price used in future dividend payment shall be determined using the closing price of the common stock on the 15 th day of each month, and the shares shall be issued quarterly to reduce administrative costs.

 Advisory Board

 The Board of Directors recently 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.

 On March 19, 2024, the Company announced its first participants to that Board. Each will receive $60,000 of restricted common stock for their services over the next 12 months. The Board has determined that the price per share for the restricted stock shall be $.80, the same pricing used for the payment of dividends to Series X Preferred shareholders. This results in the issuance of 75,000 shares for each member, in aggregate 225,000 shares of restricted common stock.

 Issuance of Series X Preferred share dividends

 The Series X Preferred shares accrue dividends at a rate of 10% annually and may be paid in cash or the issuance of restricted common stock. To date the dividends have only been paid through the issuance of restricted common stock. While the documented policy for determining the share price used in such dividend payment states the closing price of the common stock on the 15 th day of each month, this policy was recently modified such that starting in July 2023 and continuing until such time that the common stock of the Company trading on a market other than the OTC Expert Market the Company intends to pay the Series X dividends using restricted common stock with a valuation of $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform. The effect of this change was to substantially reduce the number of shares to be issued for the payment of the dividends.

 On February 27, 2024 the Company entered into a lending agreements with each of three (3) of its historical institutional investors, Cavalry Fund, AJB and Mercer Street Capital ("the Lenders"). The notes provide $ 50,000 of proceeds each, are for 12 -month period, and earn interest at ten percent ( 10 %) per year.

 On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends during the first quarter of 2024 using the $.80 price per share as noted above.

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

 On February 27, 2024, we retained Accell Audit & Compliance, P.A. ("Accell") to perform our audit work for the year ended December 31, 2023. There were no disagreements with accountants.

 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 necessarily 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. asking for specific direction from the company's accountants and auditors;

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

 d. 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.

 Because 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, 2023.

 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 2023 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, 2023. 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 temporary rules of the SEC that permit us to provide only the disclosure under this Item 8A 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.

 Cybersecurity

 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, limit, 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, 2023 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.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers as December 31, 2023:

 Board of Directors

 Name

 Age at 12/31/23

 Date Appointed

 Date Resigned

 Current Board

 Chairman of the Board, Director

 John Mitchell

 Director, Secretary

 Dr. Jordan Balencic

 Independent Director

 Previous Board

 Lawrence Diamond

 10/7/2019

 12/29/2023

 Thomas Brodmerkel (a)

 12/31/2019

 Dr. H. Faraz Naqvi (b)

 7/13/2020

 4/14/2023

 Juan Carlos Iturregui Esq

 7/31/2020

 11/5/2023

 Shelia Schweitzer (c)

 Director, Chairman 6/2/23 until 12/15/23

 6/1/2021

 12/19/2023

 Allen Plunk

 7/17/2023

 12/12/2023

 Management

 Name

 Age at 12/31/23

 Date Appointed

 Date Resigned or Compensation Ceased by Agreement

 Current Management

 CEO & CFO

 John Mitchell

 Treasurer

 Previous Management - Mitesco, Inc.

 Lawrence Diamond

 CEO

 10/7/2019

 12/29/2023

 Thomas Brodmerkel (a)

 CFO from 6/1/22 until 12/15/23

 12/31/2019

 Shelia Schweitzer (c)

 COO from 6/2/23 until 12/15/23

 6/1/2021

 12/19/2023

 Ingrid Jenny Lindstrom

 Chief Legal Officer

 4/12/2021

 5/19/2023

 Jessica Finnegan

 VP Human Resources

 3/1/2022

 For "The Good Clinic, LLC" subsidiary

 Michael Howe

 CEO

 6/1/2021

 12/16/2022

 Bradley Case

 President

 6/21/2021

 12/16/2022

 NOTES:

 1) On 12/5/2023 all employees of both Mitesco and The Good Clinic, LLC were notified that operations had ceased, and offices closed, all employees were notified that there was no funding for further payments to them.

 2) Most all of the employment agreements noted above include a provision that they will only be paid if the Board of Directors determines that sufficient funds exist.

 3)Most all of the employment agreements are specifically noted that they are governed by the laws of the State of Delaware.

 Current Board and Management

 Mr. Mack Leath, age 66, 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 37, 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 54, 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 which remains unpaid.

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

 Previous Board and Management

 Lawrence Diamond

 Mr. Diamond resigned effective December 29, 2023. He previously served as our Chief Executive Officer since November 2019 and Director since October 2019. Mr. Diamond also served as our Interim Chief Financial Officer from November 2019 until March 17, 2021.

 Thomas Brodmerkel

 Mr. Brodmerkel resigned effective December 15, 2023. He previously served as a Chair of the Board from April 2020 to June 2023. On June 13, 2022, the Board appointed Mr. Tom Brodmerkel, age 64, its Chairman, as the Company's Chief Financial Officer. Mr. Brodmerkel's term as Chairman concluded on June 6, 2023.

 Dr. H. Faraz Naqvi

 Dr. Naqvi resigned effective April 14, 2023. He previously served as a Director on the Board since July 2020.

 Juan Carlos Iturregui, Esq.

 Mr. Iturregui resigned effective November 5, 2023. He previously served as a director of our Board since July 31, 2020.

 Sheila Schweitzer

 Ms. Schweitzer resigned effective December 15, 2023. She previously served as a Director of our Board since June 1, 2021. Ms. Schweitzer was appointed Chief Operating Officer as of June 6, 2023, and assumed the position as Chairperson of the Board of Directors as of June 6, 2023.

 Allen Plunk

 On July 17, 2023, Mr. Allen Plunk was appointed to the Board of Directors of Mitesco, Inc. (the "Company"), and he resigned as of December 12, 2023.

 Jenny Lindstrom

 Ms. Lindstrom resigned as of May 19, 2023. She previously served as our Chief Legal Officer since April 12, 2021.

 Jessica Finnegan

 On March 1, 2022, the Board of Directors appointed Ms. Jessica Finnegan its Vice President of Human Resources. She resigned effective July 7, 2023.

 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

 Dr, Jordan Balencic is currently the only independent board member in accordance with standards under the Nasdaq Listing Rules. Our Board determined that Mr. Leath and Mr. Mitchell, under the Nasdaq Listing Rules, are not independent directors as a result of being an executive officer to the Company.

 Board of Directors Leadership Structure

 Board of Directors Committees

 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 for nominating and governance committee members.

 Mr. Leath and Mr. Mitchell currently serve as the compensation committee.

 The Company may elect to may create additional Board committees when we it applies to an up-listing to a senior exchange.

 Audit Committee

 Our audit committee is comprised of one independent board members. The chair of the audit committee will have the qualification of a financial expert as that term is defined under the applicable SEC rules and will possess financial sophistication as defined under the rules of Nasdaq. All the members of our audit committee are independent, as that term is defined under the rules of Nasdaq. Our 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;

 •

 reviews 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;

 •

 reviews reports and communications from the independent registered public accounting firm;

 •

 reviews the adequacy and effectiveness of our internal controls and procedure;

 •

 reviews our policies on risk assessment and risk management;

 •

 reviews 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 and the listing standards of Nasdaq.

 Compensation Committee

 Our compensation committee will be comprised of a chair and members that will be independent as is defined under the rules of Nasdaq. Our compensation committee oversees our compensation policies, plans and benefits programs. The compensation committee also:

 •

 oversees our overall compensation policies, plans and benefit programs;

 •

 reviews 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 and the listing standards of Nasdaq.

 Delinquent Section 16(a) Reports.

 Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 Based solely on the written representation of our executive officers and directors and copies of the reports they have filed with the Commission, there were no late filings by the officers and directors of the Company.

 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:

 Compliance with applicable laws and regulations

 Handling of books and records

 Public disclosure reporting

 Insider trading

 Discrimination and harassment

 Health and safety

 Conflicts of interest

 Competition and fair dealings

 Protection of Company asset

 A copy of our Code of Business Conduct and Ethics will be provided without charge to any person submitting a written request to the attention of the Chief Executive Officer at our principal executive office.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary of Executive Compensation

 Three directors were appointed on December 15, 2023, replacing the previous Board of Directors. They have elected to receive no compensation for 2023.

 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, 2023 and 2022.

 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

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 2023

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Chief Executive Officer and Chief Financial Officer

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Lawrence Diamond

 2023

 7,000

 233,385

 -

 -

 -

 -

 634,114

 (a)

 874,499

 Former Chief Executive Officer

 2022

 177,885

 77,460

 -

 -

 -

 -

 -

 14,384

 (b)

 269,729

 Thomas Brodmerkel

 2023

 -

 115,385

 -

 -

 -

 -

 -

 95,791

 (a)

 211,176

 Former Chief Financial Officer

 2022

 28,846

 38,792

 -

 -

 23,316

 (c)

 -

 -

 6,291

 (b)

 97,245

 Jenny Lindstrom

 2023

 -

 96,154

 -

 -

 -

 -

 -

 -

 96,154

 Former Chief Legal Officer

 2022

 182,693

 77,183

 -

 -

 -

 -

 -

 14,394

 (b)

 274,260

 Shelia Schweitzer

 2023

 -

 109,231

 -

 -

 -

 -

 -

 -

 109,231

 Former Chief Operating Officer

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Jessica Finnegan

 2023

 7,000

 109,827

 -

 -

 -

 -

 -

 -

 116,827

 VP Human Resources

 2022

 121,777

 65,007

 -

 -

 -

 -

 -

 -

 186,784

 For "The Good Clinic, LLC" subsidiary

 Michael Howe

 2023

 1,000

 1,349

 -

 -

 -

 -

 -

 49,895

 (a)

 52,244

 Former Chief Executive Officer

 2022

 134,615

 33,215

 -

 -

 -

 -

 -

 8,986

 (b)

 176,817

 Bradley Case

 2023

 2,000

 21,077

 -

 -

 -

 -

 -

 -

 23,077

 Former President

 2022

 138,462

 59,913

 -

 -

 -

 -

 -

 11,659

 (b)

 210,033

 (a)

 Consists of an equity incentive for the conversion of notes and accrued compensation into Series F preferred shares

 (b)

 Consists of reimbursement for health insurance and cell phone costs.

 (c)

 Consists of the fair value of 4,000 stock options granted during the period.

 (d)

 Consists of severance pay in the amount of $19,230 and reimbursement for health insurance and cell phone costs in the Amount of $8,130.

 Executive Employment, Termination and Change of Control Arrangements

 The Company appointed three (3) new Directors on December 15, 2023. They have 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.

 The Series X Preferred shares have a face value of $25 per share and pay dividend 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 this award 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.

 Starting in July 2023 and continuing until further notice the Company intends to pay the Series X dividends using restricted common stock with a valuation of $.80 per share, a 20% discount to the average price of the stock before it was moved to the OTC Expert Market Quote platform.

 The Certificate of Designation for the Series X Preferred stock (as previously filed in Delaware, and recently converted to Nevada with the same terms) can be viewed here:

 Officer Compensation

 Effective December 15, 2023, the officers of the Company shall not receive any compensation, either accrued or paid.

 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, 2023

 The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers. None of the newly elected Named Executive Officers have outstanding equity awards at December 31, 2023.

 Note: In January 2024 the Board of Directors terminated the stock option plan, and all previously issued options.

 The details can be found here:

 Securities

 Securities

 Underlying

 Underlying

 Unexercised

 Unexercised

 Options

 Name and Principal

 Options (#)

 Options (#)

 Exercise

 Option

 Grant Date

 Exercisable

 Unexercisable

 Price ($)

 Expiry Date

 Lawrence Diamond, Former CEO

 July 21, 2021

 -

 30,000

 (a)

 $

 12.50

 July 21, 2031

 Thomas Brodmerkel, Former CFO

 February 27, 2020

 11,667

 -

 $

 1.50

 February 27, 2030

 December 28, 2020

 2,000

 -

 $

 1.50

 December 28, 2020

 Jenny Lindstrom, Former Chief Legal Officer

 April 12, 2021

 5,000

 (a)

 $

 15.50

 March 17, 2031

 July 21, 2021

 -

 (a)

 $

 12.50

 July 21, 2031

 Michael Howe, Former Chief Executive Officer, The Good Clinic LLC

 June 1, 2021

 4,000

 16,000

 (a)

 $

 13.00

 June 17, 2031

 July 21, 2021

 -

 10,000

 (a)

 $

 12.50

 July 21, 2031

 The following table sets forth, for the year ended December 31, 2023, 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.

 Fees

 Non-Equity

 Nonqualified

 Earned or

 Incentive

 Deferred

 All

 Paid in

 Stock

 Options

 Plan

 Other

 Name and Principal

 Cash ($)

 Awards

 Awards

 Earnings

 Total

 ($)

 ($)

 ($)(a)

 ($)

 ($)

 ($)(g)

 ($)

 Thomas Brodmerkel (b)

 -

 -

 -

 29,250

 44,250

 Dr. H. Faraz Naqvi (c)

 7,500

 -

 -

 -

 -

 -

 7,500

 Juan Carlos Iturregui (e)

 30,000

 -

 -

 -

 84,073

 114,073

 Sheila Schweitzer (d)

 -

 -

 -

 -

 Allen Plunk

 -

 -

 -

 -

 -

 Mack Leath (f)

 -

 -

 -

 -

 -

 -

 -

 Jordan Balencic (f)

 -

 -

 -

 -

 -

 -

 -

 John Mitch (f)

 -

 -

 -

 -

 -

 -

 -

 (a)

 Amount represents the fair value of stock options granted during the period.

 (b)

 Mr. Brodmerkel's term as Chairman concluded on June 6, 2023.

 (c)

 Effective April 14, 2023, Dr. H. Faraz Naqvi resigned as a director of the Company.

 (d)

 On June 6, 2023, Sheila Schweitzer assumed the position as Chairperson of the Board. Sheila Schweitzer resigned as a director on December 15, 2023

 (e)

 On December 15, 2023, Juan Carlos Iturregui resigned as a director of the Company.

 (f)

 On December 15, 2023, Mack Leath, Jordan Balencic and John Mitch were elected to the Board of Directors

 (g)

 Amount represents equity incentive benefits related to conversion of accrued compensation and outstanding notes payable

 The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

 Number of

 Outstanding Options

 Name and Principal

 As of

 December 31, 2023

 Thomas Brodmerkel

 22,667

 Dr. H. Faraz Naqvi

 4,000

 Juan Carlos Iturregui

 3,700

 Sheila Schweitzer

 20,700

 -

 Jordan Balencic

 -

 John Mitch

 -

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth certain information as of April XX, 2024, regarding the beneficial ownership of our Common Stock, Series C Preferred 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 June 13, 2023, we had 5,115,437 shares of Common Stock issued and outstanding,1,940,644 shares of Series C Preferred Stock issued and outstanding having an aggregate of 12,600,000 votes, and 24,227 shares of Series X Preferred Stock issued and outstanding, having an aggregate of 484,540,000 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%.

 Name of Beneficial Owner

 Amount 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 Shares of Series C Preferred Stock

 Percent of Series C Preferred Stock

 Number of Shares of Series D Preferred Stock

 Percent of Series D Preferred Stock

 Number of shares of Shares of Series F Preferred Stock

 Percent of Series F Preferred Stock

 Directors and Officers

 Mack Leath, CFO, CEO, Director

 *

 %

 -

 -

 -

 -

 -

 -

 -

 -

 John Mitchell, Director

 *

 %

 -

 -

 -

 -

 -

 -

 -

 -

 Jordan Balencic, Director

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Ronald Riewold (Former Director)(1)

 37,441

 0.7

 %

 1,200

 5.0

 %

 -

 -

 -

 -

 -

 -

 Tom Brodmerkel ( Former Director)(2)

 31,001

 0.6

 %

 -

 -

 -

 -

 -

 -

 1.6

 %

 Larry Diamond (Former Director, Officer)(3)

 128,133

 2.5

 %

 2,000

 8.3

 %

 -

 -

 -

 -

 1,610

 8.3

 %

 Juan Carlos Iturregui (Former Director)(4)

 25,429

 0.5

 %

 -

 -

 -

 -

 -

 -

 1.1

 %

 Jenny Lindstrom (Former officer) (6)

 20,536

 0.4

 %

 -

 -

 -

 -

 %

 -

 -

 Faraz Naqvi (Former Director) (7)

 26,000

 0.5

 %

 -

 -

 -

 -

 -

 -

 -

 -

 Sheila Schweitzer (Former Director) (8)

 20,700

 0.4

 %

 -

 -

 -

 -

 -

 -

 -

 -

 Current Executive Officers and Directors as a group (10 Persons)

 290,746

 5.1

 %

 3,200

 13.2

 %

 -

 -

 0.8

 %

 2,138

 %

 5% or more shareholders

 James Crone

 29,219

 0.5

 %

 2,884

 11.9

 %

 -

 -

 -

 -

 -

 -

 Louis DeLuca

 11,609

 0.2

 %

 2,400

 9.9

 %

 -

 -

 -

 -

 -

 -

 Anglo Irish Management LLC (9)

 60,467

 1.1

 %

 12,503

 51.6

 %

 -

 -

 -

 -

 -

 -

 Frank Lightmas

 31,906

 0.1

 %

 3,240

 13.4

 %

 -

 -

 -

 -

 -

 -

 Cavalry Fund I, LLP(10)

 147,557

 2.6

 %

 -

 -

 -

 -

 -

 -

 5,684

 29.3

 %

 Mercer Street Global Opportunity Fund (11)

 153,294

 2.7

 %

 -

 -

 -

 -

 -

 -

 2,860

 14.7

 %

 Anson Investment (12)

 151,913

 2.6

 %

 -

 -

 -

 -

 -

 -

 2,172

 10.8

 %

 AJB Capital Investments

 106,502

 1.9

 %

 -

 -

 -

 -

 -

 -

 2,378

 11.9

 %

 Dragon Dynamic Funds Platform Ltd

 9,648

 0.2

 %

 -

 -

 -

 -

 -

 -

 1,177

 5.9

 %

 *denotes less than 0.1%

 (1)

 Consists of 23,774 shares of common stock and options to purchase an additional 13,667 shares of common stock. Resigned as a director effective December 15, 2023.

 (2)

 Consists of 8,334 shares of common stock and options to purchase 22,667 shares of common stock. Resigned as an officer and director effective December 15, 2023.

 (3)

 Consists of 108,704 shares of warrants to purchase 19,428 shares of common stock. Resigned as an officer and director effective December 15, 2023.

 (4)

 Consists of 22,242 shares of common stock, options to purchase 3,700 shares of common stock, and warrants to purchase 242 shares of common stock. Resigned as a director effective December 15, 2023.

 (5)

 Mr. Keller resigned from his position as CFO of the Company effective June 12, 2022.

 (6)

 Consists of 543 shares of common stock, options to purchase 15,000 shares of common stock, warrants to purchase 2,583 shares of common stock, and 2,410 shares of common stock issuable upon conversion of Series D Preferred Stock. Resigned from position as CLO of the Company effective May 19, 2023

 (7)

 Consists of 22,000 shares of common stock and options to purchase 4,000 shares of common stock. Resigned as a director effective December 15, 2023.

 (8)

 Consists of options to purchase 20,700 shares of common stock. Resigned as a director effective December 15, 2023.

 (9)

 Based solely on a Schedule 13D filed by Anglo Irish Management LLC ("Anglo"), Anglo received 60,467 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.

 (10)

 Cavalry Fund I, LLP owns 5,684 shares of Series F Preferred Stock. Amount of common stock includes 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 557 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days' notice to the Company. Thomas P. Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458.

 (11)

 Mercer Street Global Opportunity Fund owns 2,860 shares of Series F Preferred Stock. Amount of common stock includes 6,150 shares of common stock, 42,000 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series C Preferred Stock, 42,000 shares of common stock issuable upon exercise of Series B Warrants issued in connection with the Series C Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series A Warrants issued in connection with the Series D Preferred Stock, 31,500 shares of common stock issuable upon exercise of the Series B Warrants issued in connection with the Series D Preferred Stock, and 144 shares of common stock issuable upon exercise of warrants issued in connection with the Series F Preferred Stock, without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days' notice to the Company. Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013.

 (12)

 Amount consists of 30,413 shares of common stock, warrants to purchase 121,500 shares of common stock.

 Equity Compensation Plan Information

 On December 31, 2021, the Compensation Committee of the Board approved the Mitesco Inc. 2021 Omnibus Securities and Incentive Plan, or the "2021 Plan". The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards, collectively, the "stock awards." Stock awards may be granted under the 2021 Plan to our employees, directors, and consultants. Up to 25,000,000 shares of stock awards have been approved for issuance under the 2021 Plan.

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 Equity compensation plans not approved by security holders

 77,691

 $

 0.04

 N/A

 Equity compensation plans approved by security holders

 233,001

 $

 0.25

 417,909

 Total

 310,692

 $

 0.20

 417,909

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related Party Transactions

 Common Stock Issued

 On January 23, 2023, the Company issued 150,000 shares of common stock at a price of $3.45 per share to a service provider.

 On January 23, 2023, the Company issued a total of 8,063 shares of common stock at a price of $4.33 per share to holders of the Series X Preferred Stock for accrued dividends. Larry Diamond, the Company's Chief Executive Officer, received 666 of these shares.

 On February 15, 2023, the Company issued 9,846 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

 On February 21, 2023, the Company issued 150,000 shares of common stock at a price of $2.63 per share to a service provider.

 On March 1, 2023, the Company issued 13,555 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

 On March 9, 2023, the Company issued 15,265 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

 On March 28, 2023, the Company issued 18,472 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

 On April 4, 2023, the Company issued 94,738 shares of common stock to an investor at a price of $1.32 per share pursuant to a true-up agreement.

 On May 5, 2023, the Company issued 2,952 shares of common stock at a price of $1.05 per share to a service provider.

 On May 5, 2023, the Company issued 2,552 shares of common stock to an investor at a price of $1.05 per share for satisfaction of accounts payable.

 On May 9, 2023, the Company issued 19,622 shares of common stock to Michael C. Howe, a related party, at a price of $0.94 per share to reimburse Mr. Howe for costs incurred in connection with a settlement agreement with a vendor.

 On September 29, 2023, the Company issued 181,606 shares of its restricted common stock to Sheila Schweitzer, it's COO and a board member, for the conversion of notes payable in the principal amount of $18,750, accrued interest of $2,101, and accrued salary of $64,434 for a total amount of $145,285.

 Spartan Capital Advisory Agreement

 On January 12, 2023 the Company entered into an advisory agreement with Spartan Capital ("Spartan") pursuant to which Spartan will act as exclusive financial advisor in providing general financial advisory services to the Company. In consideration for the financial advisory services to be rendered thereunder, the Company will issue to Spartan 150,000 restricted common shares of the Company ("Common Stock"). In addition, the Company will issue to Spartan an additional 50,000 Common Stock within three business days of completion of a gross raise of at least $2,000,000.

 Sale of Series F Preferred Stock

 On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK Convertible Perpetual Preferred Stock (the "Series F") with the Delaware Secretary of State. The number of shares of Series E designated is 140,000 and each share of Series F has a stated value equal to $1,000. Each share of Series E Preferred Stock shall have a par value of $0.01. Holders of the Series F are entitled to receive payment in kind dividends ("PIK Dividends") at the quarterly rate of three-hundredths of one share outstanding per Series F Share. The Series F can be converted at the option of the Series F shareholder into shares of the Company's common stock at a price equal to 65% of the Volume Weighted Average Price ("VWAP") on the conversion date.

 Purchase Agreement

 On April 11, 2023, the Company entered into securities purchase agreements (each a "Purchase Agreement") with investors providing for the sale and issuance of (i) Series F 12% PIK Convertible Perpetual Preferred Stock, par value $0.01 per share (the "Series F Shares") and (ii) warrants to purchase shares of Common Stock (the "Warrants," and together with the Series F Shares, the "Securities").

 The closing on the first tranche of the offering resulted in gross proceeds to the Company of $650,000. The net proceeds to the Company from the first tranche of the offering were $511,000, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general operating expenses. In connection with the Purchase Agreement, the Company also entered into a registration rights agreement.

 Exchange Agreements

 Also in connection with the Purchase Agreement, the Company entered into separate exchange agreements pursuant to which the investors in the Series E Preferred Stock exchanged certain securities, as defined in each individual Exchange Agreement, for a number Series F Shares (based on their liquidation preference of $1,000) equal to 120%, 165% or 230%, depending on whether the investor is investing additional funds into the bridge financing, of the "Principal Amount," "Stated Value" and/or liquidation preference of the Exchange Securities (including any payoff bonus, accrued dividends or interest).

 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 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 expects to recognize a gain on this transaction in the amount of approximately $2.5 million. Significant liabilities remain in The Good Clinic, LLC.

 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) 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 the approximately $25,000, there was no gain or loss recorded on this transaction.

 On December 8, 2023, Mr. Howe also exchanged accrued salary in the amount of $39,300 plus a conversion premium in the amount of 65% or approximately $25,545 for 65 shares of the Company's Series F Preferred Stock with a liquidation value of approximately $65,000. Other than the conversion of incentive of the approximately $25,554, there was no gain or loss recorded on this transaction.

 See the Form 8K filing of December 13, 2023, located here, for additional details:

 Director Independence

 Our Board of Directors has determined that Ronald Riewold, Tom Brodmerkel, Juan Carlos Iturregui, and Faraz Naqvi are all "independent" as that term is defined under applicable SEC rules and regulations.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2023 and 2022 by Accell Audit & Compliance, P.A, the Company's current principal accountant and RBSM, LLP, the Company's former principal accountant.

 2023

 2022

 Audit fees

 $

 139,500

 $

 139,500

 Audit-related fees

 -

 -

 Tax fees

 28,000

 28,000

 All other fees

 -

 -

 Total

 $

 167,500

 $

 167,500

 Audit Fees This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services such as regulatory filings that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

 Audit-Related Fees This category consists of assurance and related services by the independent registered public accounting firm that are related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

 Tax Fees This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All Other Fees This category consists of fees for other miscellaneous items.

 In accordance with existing requirements of the Sarbanes-Oxley Act, the Company's Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board of Directors approves the engagement letter with respect to audit, tax, and review services. Other fees are subject to pre-approval by the Board of Directors, or, in the period between meetings, by a designated member of Board of Directors. Any such approval by the designated member is disclosed to the entire Board of Directors at the next Board meeting. This includes audit services, audit-related services, tax services and other services. All of the fees listed above have been approved by the Board of Directors.

 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, 2023 and 2022:

 1.

 Report of Current Independent Registered Public Accounting Firm

 2.

 Report of Prior Independent Registered Public Accounting Firm

 3.

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 4.

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 5.

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023 and 2022

 6.

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 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

 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 by and 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, by and 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, by and 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, by and 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, by and 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, by and 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, 2023 to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: April 16, 2024

 By:

 /s/ 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

 April 16, 2024

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

 (Principal Executive Officer)

 /s/ John Mitchell

 April 16, 2024

 John Mitchell

 Secretary and Director

 /s/ Dr. Jordan Balencic

 April 16, 2024

 Jordan Balencic

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