10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarter ended September 30, 2021

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

MITESCO, INC.

(Exact Name of Registrant as Specified in its Charter)

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

1660 Highway 100 South, Suite 432

St. Louis Park, MN 55416

(Address of principal executive offices) (Zip code)

844-383-8689

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “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 is a shell company (as defined in Rule 12b-2 of the Exchange Act. YES ☐ NO ☒

As of November 8, 2021, the registrant had outstanding 212,853,706 shares of common stock issued and outstanding.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	5
	Condensed Consolidated Statement of Stockholders’ Deficit for the three and nine months ended September 30, 2021 and 2020	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.	Controls and Procedures.	29
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	30
Item 1A.	Risk Factors.	30
Item 2.	Sale of Unregistered Securities.	32
Item 3.	Defaults Upon Senior Secured Securities.	34
Item 4.	Mine Safety Disclosures.	34
Item 5.	Other Information.	34
Item 6.	Exhibits.	34
Signatures		37

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MITESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

	Unaudited
	September 30,			December 31,
ASSETS	2021			2020
Current assets
Cash and cash equivalents	$	441,506		$	64,789
Accounts Receivable		7,319			-
Inventory		22,794			-
Prepaid expenses		28,844			-
Total current assets		500,463			64,789
Right to use operating leases, net		3,052,351			310,361
Construction in progress		297,097			417,082
Fixed assets, net of accumulated depreciation of $19,590 and $1,572		2,347,651			6,282
Total Assets	$	6,197,562		$	798,514
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		2,376,577			1,069,331
Accrued interest		5,309			137,522
Derivative liabilities		-			807,682
Lease liability - operating leases, current		102,133			8,905
Convertible notes payable, net of discount of $0 and $756,795		-			317,405
Convertible note payable, in default		-			122,166
SBA Loan Payable		460,406			460,406
Other current liabilities		96,136			95,256
Preferred stock dividends payable		125,014			9,967
Total current liabilities		3,165,575			3,028,640
Lease Liability- operating leases, non-current		3,092,130			312,099
Total Liabilities	$	6,257,705		$	3,340,739
Commitments and contingencies		-			-
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 3,000,000 shares designated Series C; and 400,000 shares designated Series X:		-
Preferred stock, Series A, $0.01 par value, 0 and 4,800 shares issued and outstanding as of September 30, 2021 and December 31, 2020		-			48
Preferred stock, Series C, $0.01 par value, 940,644 and 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		9,406			-
Preferred stock, Series X, $0.01 par value, 24,227 shares issued and outstanding at September 30, 2021; 26,227 shares issued and outstanding at December 31, 2020		242			262
Common stock subscribed		156,441			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 212,853,706 and 155,381,183 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		2,128,537			1,553,812
Additional paid-in capital		18,055,972			10,340,821
Accumulated deficit		(20,410,741	)		(14,437,168	)
Total stockholders' equity (deficit)		(60,143	)		(2,542,225	)
Total liabilities and stockholders' equity (deficit)	$	6,197,562		$	798,514

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

4

MITESCO, INC.

STATEMENT OF OPERATIONS

	Unaudited						Unaudited
	For the Three			For the Three			For the Nine			For the Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	September 30,			September 30,			September 30,			September 30,
	2021			2020			2021			2020
Revenue	$	13,528		$	-		$	24,744		$	-
Cost of goods sold		2,486			-			7,804			-
Gross Profit (loss)		11,042			-			16,940			-
Operating expenses:
General and administrative		1,780,456			607,704			4,136,574			1,730,036
Total operating expenses		1,780,456			607,704			4,136,574			1,730,036
Net Operating Loss		(1,769,414	)		(607,704	)		(4,119,634	)		(1,730,036	)
Other income (expense):
Interest expense		-			(537,184	)		(966,123	)		(1,124,219	)
Loss on legal settlement		-			-			(70,000	)		-
Gain on settlement of accounts payable		-			49,351			6,045			397,962
Gain on settlement of accrued salary		-			6,988			-			6,988
Gain on settlement of notes payable		-			-			1,836			-
Grant Income		(52	)		-			-			3,000
(Loss) Gain on revaluation of derivative liabilities		-			51,940			(493,455	)		498,095
Total other expense		(52	)		(428,905	)		(1,521,697	)		(218,174	)
Loss before provision for income taxes		(1,769,466	)		(1,036,609	)		(5,641,331	)		(1,948,210	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,769,466	)	$	(1,036,609	)	$	(5,641,331	)	$	(1,948,210	)
Preferred stock dividends		(40,433	)		(19,392	)		(115,047	)		(56,143	)
Preferred stock deemed dividends		-			-			(332,242	)		-
Net loss available to common shareholders	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)
Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted average shares outstanding - basic and diluted		208,784,236			100,262,378			199,678,995			94,154,754

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

5

MITESCO, INC.

STATEMENT OF STOCKHOLDERS EQUITY

	Preferred Stock Series A				Preferred Stock Series C						Preferred Stock Series X				Common Stock				Additional Paid-in			Stock			Stock		Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		capital			Subscribed			Payable		Deficit			Total
Balance, June 30, 2020		4,800	$	48		-		$	-			26,227	$	262		98,796,144	$	987,962	$	9,058,332		$	-		$	37,186	$	(12,488,175	)	$	(2,404,385	)
Vesting of common stock issued to employees		-		-		-			-			-		-		-		-		7,792			-			-		-			7,792
Vesting of stock options issued to employees		-		-		-			-			-		-		-		-		91,647			-			-		-			91,647
Common stock issued for services		-		-		-			-			-		-		386,985		3,869		17,787			-			-		-			21,656
Common stock issued for conversion of notes payable and accrued interest		-		-		-			-			-		-		22,269,785		222,698		508,066			-			-		-			730,764
Preferred stock dividends		-		-		-			-			-		-		-		-		(19,392	)		-			-		-			(19,392	)
Loss for the period ended September 30, 2020		-		-		-			-			-		-		-		-		-			-			-		(1,036,609	)		(1,036,609	)
Balance, September 30, 2020		4,800	$	48		-		$	-			26,227	$	262		121,452,914	$	1,214,529	$	9,664,232		$	-		$	37,186	$	(13,524,784	)	$	(2,608,527	)
Balance, June 30, 2021		-	$	-		1,940,644		$	19,406			24,227	$	242		208,188,705	$	2,081,887		17,920,912		$	(41,000	)	$	-	$	(18,641,275	)	$	1,340,172
Vesting of common stock issued to employees		-		-		-			-			-		-		-		-		2,564			-			-		-			2,564
Vesting of stock options issued to employees		-		-		-			-			-		-		-		-		199,079			-			-		-			199,079
Stock options exercised for cash		-		-		-			-			-		-		350,000		3,500		7,000			-			-		-			10,500
Exercise of options by cashless conversion		-		-		-			-			-		-		315,000		3,150		(3,150	)		-			-		-			-
Cash paid for common stock subscribed		-		-		-			-			-		-		-		-		-			41,000			-		-			41,000
Shares of common stock issued for conversion of Preferred Stock Series C		-		-		(1,000,000	)		(10,000	)		-		-		4,000,001		40,000		(30,000	)		-			-		-			-
Common stock subscribed for accounts payable and accrued liabilities		-		-		-			-			-		-		-		-		-			156,441			-		-			156,441
Preferred stock dividends		-		-		-			-			-		-		-		-		(40,433	)		-			-		-			(40,433	)
Loss for the period September 30, 2021		-		-		-			-			-		-		-		-		-			-			-		(1,769,466	)		(1,769,466	)
Balance, September 30, 2021		-	$	-		940,644		$	9,406			24,227	$	242		212,853,706	$	2,128,537	$	18,055,972		$	156,441		$	-	$	(20,410,741	)	$	(60,143	)

6

	Preferred Stock Series A							Preferred Stock Series C					Preferred Stock Series X						Common Stock						Additional Paid-in			Stock		Stock		Accumulated
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Paid-in capital			Subscribed		Payable		Deficit			Total
Balance, December 31, 2019		-		$	-			-			-			26,227			262			81,268,443			812,684			8,407,977			-		37,186		(11,576,574	)		(2,318,465	)
Vesting of common stock issued to employees		-			-			-			-			-			-			-			-			60,842			-		-		-			60,842
Vesting of stock options issued to employees		-			-			-			-			-			-			-			-			119,227			-		-		-			119,227
Common stock issued for services		-			-			-			-			-			-			586,985			5,869			23,467			-		-		-			29,336
Settlement of derivative liabilities		-			-			-			-			-			-			-			-			528,995			-		-		-			528,995
Common stock issued in warrant settlement agreement		-			-			-			-			-			-			7,999,996			80,000			291			-		-		-			80,291
Common stock issued for conversion of notes payable and accrued interest		-			-			-			-			-			-			31,597,490			315,976			508,066			-		-		-			824,042
Issuance of Preferred A stock to consultants		4,800			48			-			-			-			-			-			-			71,510			-							71,558
Preferred stock dividends		-			-			-			-			-			-			-			-			(56,143	)		-		-		-			(56,143	)
Loss for the period ended September 30, 2020		-			-			-			-			-			-			-			-			-			-		-		(1,948,210	)		(1,948,210	)
Balance, September 30, 2020		4,800		$	48			-		$	-			26,227		$	262			121,452,914		$	1,214,529		$	9,664,232		$	-	$	37,186	$	(13,524,784	)	$	(2,608,527	)
Balance, December 31, 2020		4,800			48			-			-			26,227			262			155,381,183			1,553,812			10,340,821			-		-		(14,437,168	)		(2,542,225	)
Vesting of common stock issued to employees		-			-			-			-			-			-			-			-			7,897			-		-		-			7,897
Vesting of stock options issued to employees		-			-			-			-			-			-			-			-			203,858			-		-		-			203,858
Common stock issued for services		-			-			-			-			-			-			1,099,320			10,963			410,596			-		-		-			421,559
Common stock issued for conversion of notes payable and accrued interest		-			-			-			-			-			-			33,944,157			339,442			2,314,353			-		-		-			2,653,795
Sale of common stock in private placement		-			-			-			-			-			-			6,672,000			66,750			1,601,250			-		-		-			1,668,000
Sale of Preferred Stock Series C		-			-			3,000,000			30,000			-			-			-			-			1,461,283			-		-		-			1,491,283
Warrants issued with Preferred Stock Series C		-			-			-			-			-			-			-			-			1,268,717			-		-		-			1,268,717
Conversion of Preferred Stock Series A to common stock		(4,800	)		(48	)		-			-			-			-			600,000			6,000			(5,952	)		-		-		-			-
Shares issued for exercise of stock options		-			-			-			-			-			-			8,281,668			82,816			156,184			-		-		-			239,000
Net shares issued in connection with settlement agreement		-			-			-			-			(2,000	)		(20	)		(1,362,047	)		(13,620	)		141,550			-		-		-			127,910
Shares of common stock issued for conversion of Preferred Stock Series C		-			-			(2,059,356	)		(20,594	)		-			-			8,237,425			82,374			(61,780	)		-		-		-			-
Common stock subscribed for accounts payable and accrued liabilities		-			-			-			-			-			-			-			-			-			156,441		-		-			156,441
Deemed dividend on conversion of Preferred Stock Series A to common stock		-			-			-			-			-			-			-			-			206,242			-		-		(206,242	)		-
Deemed dividend on Preferred Stock Series C		-			-			-			-			-			-			-			-			126,000			-		-		(126,000	)		-
Preferred stock dividends		-			-			-			-			-			-			-			-			(115,047	)				-		-			(115,047	)
Loss for the period ended September 30, 2021											-									-			-			-					-		(5,641,331	)		(5,641,331	)
Balance, September 30, 2021		-		$	-			940,644		$	9,406			24,227		$	242			212,853,706		$	2,128,537		$	18,055,972		$	156,441	$	-	$	(20,410,741	)	$	(60,143	)

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

7

MITESCO, INC.

STATEMENT OF CASH FLOWS

	Unaudited
	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30,			September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,641,331	)	$	(1,948,210	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		78,954			1,179
Preferred A stock issued to consultants					-
Amortization of right-to-use asset		71,349			-
Gain on settlement of notes payable		(1,836	)		-
Gain on settlement of accounts payable		-			(397,962	)
Gain on conversion of accrued salary		-			(6,988	)
Gain (Loss) on revaluation of derivative liabilities		493,455			(498,095	)
Derivative expense		-			125,869
Amortization of loan fees		-			18,000
Amortization of discount on notes payable		756,795			785,724
Share-based compensation		761,222			259,307
Changes in assets and liabilities:
Accounts receivables		(7,319	)		-
Prepaid expenses		(28,844	)		5,937
Due from related party		-			-
Inventory		(22,794	)		-
Accounts payable and accrued liabilities		1,651,191			371,972
Operating lease liability		59,920			-
Other current liabilities		880			1,634
Accrued interest		203,447			89,642
Net cash used in operating activities		(1,624,911	)		(1,191,991	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets		(2,300,338	)		-
Net cash used in investing activities		(2,300,338	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock		1,668,000			-
Proceeds from sales of Series C Preferred Stock, net of fees		2,760,000			-
Proceeds from notes payable, net of discount		-			1,381,406
Proceeds from sale of common stock		51,500			-
Principal payments on notes payable		(177,534	)		(171,000	)
Net cash provided by financing activities		4,301,966			1,210,406
Net increase in cash and cash equivalents		376,717			18,415
Cash and cash equivalents at beginning of period		64,789			83,245
Cash and cash equivalents at end of period	$	441,506		$	101,660

8

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,680		$	2,680
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for conversion of debt and accrued interest	$	2,653,795		$	-
Settlement of derivative liabilities	$	(1,301,137	)	$	1,020,449
Cashless exercise of warrants	$	-		$	50,986
Issued of Series A Preferred Stock to consultants	$	-		$	71,558
Preferred stock dividend	$	115,047		$	56,143
Deemed dividends on Preferred Stock	$	332,242		$	-
Derivative discounts	$	-		$	999,800
Conversion of Series A Preferred stock to common stock	$	6,000		$	-
Conversion of Series C Preferred stock to common stock	$	61,781		$	-
Conversion of accounts payable to common stock	$	102,333		$	-
Conversion of accrued payroll to common stock	$	50,000		$	-
Conversion of accounts payable to common stock subscribed	$	156,441		$	-
Shares issued for debt conversion	$	-		$	617,000
Shares issued for accrued salary conversion	$	-		$	17,787
Accrued interest converted to equity	$	-		$	36,983

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

9

MITESCO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of Business

Company Overview

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

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

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

Note 2 - Financial Condition, Going Concern and Management Plans

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

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

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note.

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COVID -19 Impact

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

Note 3 – Summary of Significant Accounting Policies

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

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

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

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

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

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

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Revenue Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018, are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

● identification of the contract, or contracts, with a customer;

● identification of the performance obligations in the contract;

● determination of the transaction price;

● allocation of the transaction price to the performance obligations in the contract; and

● recognition of revenue when, or as, we satisfy a performance obligation.

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

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

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

Derivative Financial Instruments- Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. As of September 30, 2021, the Company had retired all derivative instruments.

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

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

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

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

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

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2018.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

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

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

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

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

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

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

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

New Accounting Standards

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

Recent Accounting Standards Adopted in the Year

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

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

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Recent Accounting Standards Not Yet Adopted

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

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

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders 

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

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

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Numerator
Net loss applicable to common shareholders	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)
Denominator
Weighted Average shares outstanding		208,784,236			100,262,378			199,678,995			94,154,754
Net loss per share
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss:

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

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Note 5 – Related Party Transactions

For the three months ended September 30, 2021:

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

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

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

For the nine months ended September 30, 2021:

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

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

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

For the three months ended September 30, 2020:

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options. 

For the nine months ended September 30, 2020:

On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the three- months ended September 30, 2020, the amount of $3,264 was charged to operations in connection with each 1,000,000-option grant (a total of $6,528 for all 2,000,000 options).

On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options have a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie Smith, the Company’s President, Chief Operating Officer, and a Board member resigned effective September 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled, and no vesting of these options was recorded during the three months ended September 30, 2020. During the three months ended September 30, 2020, the amount of $4,896 was charged to operations in connection with each of the remaining 1,500,000 option grants (a total of $9,792 for all 3,000,000 remaining options).

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

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options.

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

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

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

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

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

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

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

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

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

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

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

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

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

Right to use assets – operating leases are summarized below:	September 30, 2021		December 31, 2020
Clinics	$	2,869,719	$	310,361
Administrative office		182,632		-
Right to use assets, net	$	3,052,351	$	310,361

Operating lease liabilities are summarized below:	September 30, 2021			December 31, 2020
Clinics	$	2,988,118		$	321,004
Administrative office		206,145			-
Lease liability	$	3,194,263		$	321,004
Less: current portion		(102,133	)		(8,905	)
Lease liability, non-current	$	3,092,130		$	312,099

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

Maturity analysis under these lease agreements are as follows:

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

Note 7 – Debt

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

August 2014 Series C and D Convertible Debenture

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

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March 2016 Convertible Note A

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

Eagle Equities Note 4

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

Eagle Equities Note 5

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

Eagle Equities Note 6

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

Eagle Equities Note 7

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

Eagle Equities Note 8

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

Eagle Equities Note 9

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

Eagle Equities Note 10

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

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PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. These amounts are reflected in the table below:

Notes Payable Table 1:

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

Note 8 – Derivative Liabilities

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

Derivative liability activity for the nine months ended September 30, 2021, are summarized in the table below:

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

Note 9 – Stockholders’ Equity (Deficit)

Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the nine months ended September 30, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock.

Also, during the nine months ended September 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement.

Also, during the nine months ending September 30, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant. 

Also, during the nine months ended September 30, 2020, the Company charged the amount of $53,050 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $27,580 to operations in connection with the vesting of options granted to officers and board members. 

Also, during the nine months ended September 30, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options).  The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model.

Also, during the nine months ended September 30, 2020, the Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) the Company issued 1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities.

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

Preferred Stock

Series A Preferred Stock

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

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

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

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly formed subsidiary My Care, LLC. The Company had valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the nine months ended September 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. On September 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. On September 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five-day period ended September 30, 2020.

Series C Preferred Stock

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

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

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

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

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

Series C Preferred Stock Transactions During the Nine Months ended September 30, 2020

None.

Series X Preferred Stock

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

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

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

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

None.

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Stock Options

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

					Weighted				Weighted
			Weighted		average				average
			average		exercise				exercise
Range of	Number of		remaining		price of		Number of		price of
exercise	options		contractual		outstanding		options		exercisable
Prices	outstanding		life (years)		options		exercisable		options
$0.03-$0.39		18,386,211		9.32	$	0.20		5,052,000	$	0.10

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		13,453,879		$	0.03
Granted		13,585,000			0.27
Exercised		(8,652,668	)		0.03
Outstanding on September 30, 2021		18,386,211		$	0.20

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

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

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

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

Warrants

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		-	$	-
Granted		12,600,000	$	0.63
Exercised		-	$	-
Outstanding on September 30, 2021		12,600,000	$	0.63

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Note 10 – Fair Value of Financial Instruments

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

	Fair value measured at September 30, 2021
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		September 30, 2021
Derivative liability	$	-	$	-	$	-	$	-

	Fair value measured at December 31, 2020
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2020
Derivative liability	$	-	$	-	$	807,682	$	807,682

Note 11 – Commitments and Contingencies

Legal

There is no pending or anticipated legal actions at this time.

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note.

Note 12 -- Subsequent Events

Subsequent to September 30, 2021, the Company initiated a bridge financing round ahead of its anticipated-up listing to a national exchange. The Company intends to raise between five and six million dollars of a series D preferred stock sold to investors in a private placement. Each series D unit will have a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. As of the date of this filing this filing the Company has closed on $3,100,000.

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

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

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

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

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

Additionally, we have implemented a corporate structure that we believe allows us to expand into international markets. We have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Ltd. We intend to use this location as a base for European operations. In the European community the investment in healthcare technology has been significant. In many cases, even more robust than in the North American markets. We believe that as a result of expected low economic growth in the European community, several technology businesses based there may become our targets for acquisition at attractive valuations. We believe that these businesses may benefit from the larger markets found in North America and elsewhere in the world.

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

Results of Operations

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

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

Revenue

The Company recognized revenue of approximately $13,500 for the three months ended September 30, 2021, compared to $0 for the three months ended September 30, 2020. The increase in revenue is the result of the opening of The Good Clinic’s three location.

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Cost of Sales

The Company incurred approximately $2,500 of cost of goods sold for the three months ended September 30, 2021, compared to $0 for the three months ended September 30, 2020. The increase in cost of goods sold is the result of the opening of The Good Clinic’s third location.

Gross Profit

Our gross profit was approximately $11,000 for the three months ended September 30, 2021, compared to $0 for the three months ended September 30, 2020.

Operating Expenses

Our total operating expenses for the three months ended September 30, 2021, were approximately $1,780,000. For the comparable period in 2020, the operating expenses were approximately $608,000.

Operating expenses for the three months ended September 30, 2021, were comprised primarily of $581,000 payroll and payroll taxes; $202,000 of non-cash compensation, $313,000 in legal and professional fees; $143,000 in marketing; $423,000 in other operation costs and $147,000 in consulting fees.

Operating expenses for the three months ended September 30, 2020 was $608,000. Operating expenses for the three months ended September 30, 2020 were comprised primarily of $183,000 in payroll and payroll taxes, including $99,000 in non-cash compensation; $139,000 in legal and professional fees; $123,000 in consulting fees, $40,000 in board of director fees; $81,000 in marketing and public relations; $31,000 in office and facilities costs; and $10,000 in insurance costs.

Other Income and Expenses

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

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

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

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

Revenue

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

Cost of Sales

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

Gross Profit

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

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Operating Expenses

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

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

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

Other Income and Expenses

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.   CONTROLS AND PROCEDURES.

(a)         Evaluation of Disclosure Controls and Procedures

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

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

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

(b)         Changes in Internal Control Over Financial Reporting

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

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PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note.

ITEM 1A.   RISK FACTORS

Special Notice Regarding the Worldwide Covid-19 Crisis

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

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

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

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

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

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

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

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

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020.

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.

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

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

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

ITEM 2.   SALE OF UNREGISTERED SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 3.     DEFAULTS ON SENIOR SECURED SECURITIES

Not Applicable.

ITEM 4.     MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.     OTHER INFORMATION

Not Applicable.

ITEM 6.     EXHIBITS

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

		Form Type	Exhibit Number	Date Filed	Filed Herewith
3.1	Certificate of Incorporation of Trunity Holdings, Inc., dated January 18, 2012.	8-K	10.1	1/31/2012
3.2	Bylaws of Trunity Holdings, Inc., dated January 18, 2012.	8-K	10.2	1/31/2012
3.3	Certificate of Ownership Merging between Trunity Holdings, Inc. and Brain Tree International, Inc. dated January 24, 2012.	10-K	3.3	4/16/2013
3.4	Certificate of Amendment to the Certificate of Incorporation of Trunity Holdings, Inc., dated December 24, 2015.	8-K	3.1(i)	1/06/2016
3.5	Certificate of Designations of Series X Preferred Stock of True Nature Holding, Inc.	8-K	3.6	1/06/2020
3.6	Form of Amended and Restated Certificate of Designations of Series A Preferred Stock of True Nature Holding, Inc.	8-K	3.07	3/13/2020
3.7	Certificate of Amendment of the Certificate of Incorporation of True Nature Holding, Inc. dated April 21, 2020.	10-Q	3.7	8/14/2020
3.8	Certificate of Amendment of Certificate of Incorporation, dated as of November 5, 2020, correcting December 24, 2015, Certificate of Amendment.	10-Q	3.8	11/13/2020
3.9	Bylaws of Mitesco, Inc., as amended, dated November 10, 2020	10-Q	3.9	11/13/2020

34

		Form Type	Exhibit Number	Date Filed	Filed Herewith
3.10	Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc.	8-K	3.1	03/26/2021
3.11	Certificate of Correction to the Certificate of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of Mitesco, Inc.	8-K	3.2	03/26/2021
4.1#	Mitesco, Inc. 2021 Omnibus Securities and Incentive Plan (File No. 333-252293)	8-K	10.1	01/27/2021
4.2	Form of Series A Warrant	8-K	4.1	03/26/2021
4.3	Form of Series B Warrant	8-K	4.2	03/26/2021
10.1	Form of Securities Purchase Agreement used for private placement of restricted common stock	8-K	10.01	02/10/2021
10.2	Agreement to exchange amounts due under convertible note dated August 20, 2020, for restricted common stock	8-K	10.02	02/10/2021
10.3	Agreement to exchange amounts due under convertible note dated September 20, 2020, for restricted common stock	8-K	10.03	02/10/2021
10.4	Agreement to exchange amounts due under convertible note dated October 30, 2020, for restricted common stock	8-K	10.04	02/10/2021
10.5	Agreement to exchange amounts due under convertible note dated December 9, 2020, for restricted common stock	8-K	10.05	02/10/2021
10.6	Form of Exchange Agreement for Restricted Common Stock with Four (4) Parties Regarding Clinic Assets	8-K	10.06	02/10/2021
10.7#	Employment Agreement by and between Phillip Keller and Mitesco, Inc., effective as of March 17, 2021.	8-K	10.1	03/17/2021
10.8	Form of Securities Purchase Agreement, dated March 25, 2021	8-K	10.1	03/26/2021
10.9	Form of Registration Rights Agreement, dated March 25, 2021	8-K	10.2	03/26/2021
10.10	Engagement Letter, by and between Carter, Terry & Company and Mitesco, Inc., dated January 6, 2021	8-K	10.3	03/26/2021
10.11	Debt Settlement Agreement, dated March 24, 2021	8-K	10.4	03/26/2021
10.12#	Employment Agreement by and between Jenny Lindstrom and Mitesco, Inc., dated as of April 6, 2021	8-K	10.1	04/12/2021

35

		Form Type	Exhibit Number	Date Filed	Filed Herewith
31.1	Certification by the Principal Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification by the Principal Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of				X
32.1	Certification by the Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2	Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS **	INLINE XBRL INSTANCE DOCUMENT
101.SCH **	INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL **	INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF **	INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB **	INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE **	INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#	Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

36

SIGNATURE

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

	MITESCO, INC. F/K/A TRUE NATURE HOLDING, INC.
Dated: November 15, 2021	By:	/s/ Phillip J. Keller
		Phillip J. Keller Chief Financial Officer and Principal Financial Officer

37

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lawrence Diamond, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mitesco, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 15, 2021

/s/  Lawrence Diamond

Lawrence Diamond

Chief Executive Officer and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip J. Keller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mitesco, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 15, 2021

/s/  Phillip J. Keller

Phillip J. Keller

Chief Financial Officer and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mitesco, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof, I, Lawrence Diamond, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   The quarterly report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  November 15, 2021

/s/ Lawrence Diamond

Lawrence Diamond

Chief Executive Officer and Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mitesco, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof, I, Phillip J. Keller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   The quarterly report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  November 15, 2021

/s/ Phillip J. Keller

Phillip J. Keller

Chief Financial Officer and Principal Financial Officer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Document Information Line Items
Entity Registrant Name	MITESCO, INC.
Trading Symbol	N/A
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		212,853,706
Amendment Flag	false
Entity Central Index Key	0000802257
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-53601
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0496850
Entity Address, Address Line One	1660 Highway 100 South, Suite 432
Entity Address, City or Town	St. Louis Park
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55416
City Area Code	844-383-8689
Local Phone Number	844-383-8689
Title of 12(b) Security	N/A
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 441,506	$ 64,789
Accounts Receivable	7,319	0
Inventory	22,794	0
Prepaid expenses	28,844	0
Total current assets	500,463	64,789
Right to use operating leases, net	3,052,351	310,361
Construction in progress	297,097	417,082
Fixed assets, net of accumulated depreciation of $19,590 and $1,572	2,347,651	6,282
Total Assets	6,197,562	798,514
Current liabilities
Accounts payable and accrued liabilities	2,376,577	1,069,331
Accrued interest	5,309	137,522
Derivative liabilities	0	807,682
Lease liability - operating leases, current	102,133	8,905
Convertible notes payable, net of discount of $0 and $756,795	0	317,405
Convertible note payable, in default	0	122,166
SBA Loan Payable	460,406	460,406
Other current liabilities	96,136	95,256
Preferred stock dividends payable	125,014	9,967
Total current liabilities	3,165,575	3,028,640
Lease Liability- operating leases, non-current	3,092,130	312,099
Total Liabilities	6,257,705	3,340,739
Commitments and contingencies
Stockholders' equity (deficit)
Common stock subscribed	156,441
Common stock, $0.01 par value, 500,000,000 shares authorized, 212,853,706 and 155,381,183 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	2,128,537	1,553,812
Additional paid-in capital	18,055,972	10,340,821
Accumulated deficit	(20,410,741)	(14,437,168)
Total stockholders' equity (deficit)	(60,143)	(2,542,225)
Total liabilities and stockholders' equity (deficit)	6,197,562	798,514
Series A Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock	0	48
Series C Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock	9,406	0
Series X Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock	$ 242	$ 262

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fixed assets, accumulated depreciation (in Dollars)	$ 19,590	$ 1,572
Convertible notes payable, discount (in Dollars)	$ 0	$ 756,795
Preferred stock, shares designated	100,000,000	100,000,000
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	212,853,706	155,381,183
Common stock, shares outstanding	212,853,706	155,381,183
Series X Preferred Stock [Member]
Preferred stock, shares designated	400,000	400,000
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	400,000	400,000
Preferred stock, shares issued	26,227	26,227
Preferred stock, shares outstanding	26,227	26,227
Series A Preferred Stock [Member]
Preferred stock, shares designated	500,000	500,000
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	0	4,800
Preferred stock, shares outstanding	0	4,800
Series C Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares outstanding	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 13,528	$ 0	$ 24,744	$ 0
Cost of goods sold	2,486	0	7,804	0
Gross Profit (loss)	11,042	0	16,940	0
Operating expenses:
General and administrative	1,780,456	607,704	4,136,574	1,730,036
Total operating expenses	1,780,456	607,704	4,136,574	1,730,036
Net Operating Loss	(1,769,414)	(607,704)	(4,119,634)	(1,730,036)
Other income (expense):
Interest expense	0	(537,184)	(966,123)	(1,124,219)
Loss on legal settlement	0	0	(70,000)	0
Gain on settlement of accounts payable	0	49,351	6,045	397,962
Gain on settlement of accrued salary	0	6,988	0	6,988
Gain on settlement of notes payable	0	0	1,836	0
Grant Income	(52)	0	0	3,000
(Loss) Gain on revaluation of derivative liabilities	0	51,940	(493,455)	498,095
Total other expense	(52)	(428,905)	(1,521,697)	(218,174)
Loss before provision for income taxes	(1,769,466)	(1,036,609)	(5,641,331)	(1,948,210)
Provision for income taxes	0	0	0	0
Net loss	(1,769,466)	(1,036,609)	(5,641,331)	(1,948,210)
Preferred stock dividends	(40,433)	(19,392)	(115,047)	(56,143)
Preferred stock deemed dividends	0	0	(332,242)	0
Net loss available to common shareholders	$ (1,809,899)	$ (1,056,001)	$ (6,088,620)	$ (2,004,353)
Net loss per share - basic and diluted (in Dollars per share)	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.02)
Weighted average shares outstanding - basic and diluted (in Shares)	208,784,236	100,262,378	199,678,995	94,154,754

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Series A Preferred Stock [Member] Common Stock [Member]	Series A Preferred Stock [Member] Additional Paid-in Capital [Member]	Series A Preferred Stock [Member] Retained Earnings [Member]	Series A Preferred Stock [Member]	Series X Preferred Stock [Member] Preferred Stock [Member]	Series X Preferred Stock [Member]	Series C Preferred Stock [Member] Preferred Stock [Member]	Series C Preferred Stock [Member] Common Stock [Member]	Series C Preferred Stock [Member] Additional Paid-in Capital [Member]	Series C Preferred Stock [Member]	Common Stock [Member] Cashless Option Conversion [Member]	Common Stock [Member] Convertible Debt [Member]	Common Stock [Member]	Additional Paid-in Capital [Member] Cashless Option Conversion [Member]	Additional Paid-in Capital [Member] Convertible Debt [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Stock Subscribed [Member]	Convertible Debt [Member]	Total
Balance at Dec. 31, 2019						$ 262								$ 812,684			$ 8,407,977	$ 37,186	$ (11,576,574)			$ (2,318,465)
Balance (in Shares) at Dec. 31, 2019						26,227								81,268,443
Vesting of shares issued to employees																	60,842					60,842
Vesting of stock options issued to employees																	119,227					119,227
Net shares issued in connection with settlement agreement																						17,787
Stock issued for services	$ 48		$ 71,510		$ 71,558									$ 5,869			23,467					$ 29,336
Stock issued for services (in Shares)	4,800													586,985								386,985
Settlement of derivative liability																	528,995					$ 528,995
Common stock issued in warrant settlement agreement														$ 80,000			291					80,291
Common stock issued in warrant settlement agreement (in Shares)														7,999,996
Common stock issued for conversion of notes payable and accrued interest														$ 315,976			508,066					824,042
Common stock issued for conversion of notes payable and accrued interest (in Shares)														31,597,490
Preferred stock dividends					(3,967)		$ (49,176)										(56,143)					(56,143)
Net loss for the period																			(1,948,210)			(1,948,210)
Balance at Sep. 30, 2020	$ 48					$ 262								$ 1,214,529			9,664,232	37,186	(13,524,784)			(2,608,527)
Balance (in Shares) at Sep. 30, 2020	4,800					26,227								121,452,914
Balance at Jun. 30, 2020	$ 48					$ 262								$ 987,962			9,058,332	37,186	(12,488,175)			(2,404,385)
Balance (in Shares) at Jun. 30, 2020	4,800					26,227								98,796,144
Vesting of shares issued to employees																	7,792					7,792
Vesting of stock options issued to employees																	91,647					91,647
Stock issued for services														$ 3,869			17,787					21,656
Stock issued for services (in Shares)														386,985
Common stock issued for conversion of notes payable and accrued interest														$ 222,698			508,066					730,764
Common stock issued for conversion of notes payable and accrued interest (in Shares)														22,269,785
Preferred stock dividends																	(19,392)					(19,392)
Net loss for the period																			(1,036,609)			(1,036,609)
Balance at Sep. 30, 2020	$ 48					$ 262								$ 1,214,529			9,664,232	$ 37,186	(13,524,784)			(2,608,527)
Balance (in Shares) at Sep. 30, 2020	4,800					26,227								121,452,914
Balance at Dec. 31, 2020	$ 48					$ 262								$ 1,553,812			10,340,821		(14,437,168)			$ (2,542,225)
Balance (in Shares) at Dec. 31, 2020	4,800					26,227								155,381,183								155,381,183
Vesting of shares issued to employees																	7,897					$ 7,897
Vesting of stock options issued to employees																	203,858					203,858
Shares issued for exercise of stock options														$ 82,816			156,184					239,000
Shares issued for exercise of stock options (in Shares)														8,281,668
Net shares issued in connection with settlement agreement						$ (20)								$ (13,620)			141,550					127,910
Net shares issued in connection with settlement agreement (in Shares)						(2,000)								(1,362,047)
Sale of common stock in private placement								$ 30,000		$ 1,461,283	$ 1,491,283			$ 66,750			1,601,250					1,668,000
Sale of common stock in private placement (in Shares)								3,000,000						6,672,000
Warrants issued with Preferred Stock Series C																	1,268,717					1,268,717
Shares of common stock issued for conversion of Preferred Stock Series C	$ (48)	$ 6,000	(5,952)					$ (20,594)	$ 82,374	$ (61,780)
Shares of common stock issued for conversion of Preferred Stock Series C (in Shares)	(4,800)	600,000						(2,059,356)	8,237,425
Common stock subscribed for accounts payable and accrued liabilities																				$ 156,441		156,441
Deemed dividend on Preferred Stock			$ 206,242	$ (206,242)													126,000		(126,000)
Stock issued for services					0									$ 10,963			410,596					421,559
Stock issued for services (in Shares)														1,099,320
Common stock issued for conversion of notes payable and accrued interest													$ 339,442			$ 2,314,353					$ 2,653,795
Common stock issued for conversion of notes payable and accrued interest (in Shares)													33,944,157
Preferred stock dividends					$ (1,000)		(46,677)										(115,047)					(115,047)
Net loss for the period																			(5,641,331)			(5,641,331)
Balance at Sep. 30, 2021						$ 242		$ 9,406						$ 2,128,537			18,055,972		(20,410,741)	156,441		$ (60,143)
Balance (in Shares) at Sep. 30, 2021						24,227		940,644						212,853,706								212,853,706
Balance at Jun. 30, 2021						$ 242		$ 19,406						$ 2,081,887			17,920,912		(18,641,275)	(41,000)		$ 1,340,172
Balance (in Shares) at Jun. 30, 2021						24,227		1,940,644						208,188,705
Vesting of shares issued to employees																	2,564					2,564
Vesting of stock options issued to employees																	199,079					199,079
Shares issued for exercise of stock options												$ 3,150		$ 3,500	$ (3,150)		7,000					10,500
Shares issued for exercise of stock options (in Shares)												315,000		350,000
Sale of common stock in private placement																				41,000		41,000
Shares of common stock issued for conversion of Preferred Stock Series C								$ (10,000)						$ 40,000			(30,000)
Shares of common stock issued for conversion of Preferred Stock Series C (in Shares)								(1,000,000)						4,000,001
Common stock subscribed for accounts payable and accrued liabilities																				156,441		156,441
Preferred stock dividends							$ (15,141)										(40,433)					(40,433)
Net loss for the period																			(1,769,466)			(1,769,466)
Balance at Sep. 30, 2021						$ 242		$ 9,406						$ 2,128,537			$ 18,055,972		$ (20,410,741)	$ 156,441		$ (60,143)
Balance (in Shares) at Sep. 30, 2021						24,227		940,644						212,853,706								212,853,706

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,641,331)	$ (1,948,210)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	78,954	1,179
Preferred A stock issued to consultants		0
Amortization of right-to-use asset	71,349	0
Gain on settlement of notes payable	(1,836)	0
Gain on settlement of accounts payable	0	(397,962)
Gain on conversion of accrued salary	0	(6,988)
Gain (Loss) on revaluation of derivative liabilities	493,455	(498,095)
Derivative expense	0	125,869
Amortization of loan fees	0	18,000
Amortization of discount on notes payable	756,795	785,724
Stock based compensation	761,222	259,307
Changes in assets and liabilities:
Accounts receivables	(7,319)	0
Prepaid expenses	(28,844)	5,937
Due from related party	0	0
Inventory	(22,794)	0
Accrued liabilities	1,651,191	371,972
Operating lease liability	59,920	0
Other current liabilities	880	1,634
Accrued interest	203,447	89,642
Net cash used in operating activities	(1,624,911)	(1,191,991)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets	(2,300,338)	0
Net cash used in investing activities	(2,300,338)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock	1,668,000	0
Proceeds from sales of Series C Preferred Stock, net of fees	2,760,000	0
Proceeds from notes payable, net of discount	0	1,381,406
Proceeds from sale of common stock	51,500	0
Principal payments on notes payable	(177,534)	(171,000)
Net cash provided by financing activities	4,301,966	1,210,406
Net increase (decrease) in cash and cash equivalents	376,717	18,415
Cash and cash equivalents at beginning of period	64,789	83,245
Cash and cash equivalents at end of period	441,506	101,660
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	2,680	2,680
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for conversion of debt and accrued interest	2,653,795	0
Settlement of derivative liabilities	(1,301,137)	1,020,449
Cashless exercise of warrants	0	50,986
Issued of Series A Preferred Stock to consultants	421,559	29,336
Preferred stock dividend	115,047	56,143
Deemed dividends on Preferred Stock	332,242	0
Derivative discounts	0	999,800
Shares issued for debt conversion		617,000
Shares issued for accrued salary conversion	127,910	17,787
Accrued interest converted to equity		36,983
Accounts Payable [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion to common stock	102,333	0
Accrued Payroll [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion to common stock	50,000	0
Stock Subscribed [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion to common stock	156,441
Series A Preferred Stock [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issued of Series A Preferred Stock to consultants	0	71,558
Preferred stock dividend	1,000	3,967
Conversion of Preferred stock to common stock	6,000	0
Series X Preferred Stock [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred stock dividend	46,677	49,176
Conversion of Preferred stock to common stock	$ 61,781	$ 0

XML

Description of Business

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Description of Business

Company Overview

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

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

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

XML

Financial Condition, Going Concern and Management Plans

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

Note 2 - Financial Condition, Going Concern and Management Plans

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

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

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note.

COVID -19 Impact

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

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 3 – Summary of Significant Accounting Policies

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

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

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

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

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

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

Revenue Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018, are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

● identification of the contract, or contracts, with a customer;

● identification of the performance obligations in the contract;

● determination of the transaction price;

● allocation of the transaction price to the performance obligations in the contract; and

● recognition of revenue when, or as, we satisfy a performance obligation.

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

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

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

Derivative Financial Instruments- Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. As of September 30, 2021, the Company had retired all derivative instruments.

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

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

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

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

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

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2018.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

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

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

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

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

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

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

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

New Accounting Standards

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

Recent Accounting Standards Adopted in the Year

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

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

Recent Accounting Standards Not Yet Adopted

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

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.

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Net Loss Per Share Applicable to Common Shareholders

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders 

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

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

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Numerator
Net loss applicable to common shareholders	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)
Denominator
Weighted Average shares outstanding		208,784,236			100,262,378			199,678,995			94,154,754
Net loss per share
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss:

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

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Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 5 – Related Party Transactions

For the three months ended September 30, 2021:

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

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

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

For the nine months ended September 30, 2021:

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

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

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

For the three months ended September 30, 2020:

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options. 

For the nine months ended September 30, 2020:

On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the three- months ended September 30, 2020, the amount of $3,264 was charged to operations in connection with each 1,000,000-option grant (a total of $6,528 for all 2,000,000 options).

On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options have a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie Smith, the Company’s President, Chief Operating Officer, and a Board member resigned effective September 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled, and no vesting of these options was recorded during the three months ended September 30, 2020. During the three months ended September 30, 2020, the amount of $4,896 was charged to operations in connection with each of the remaining 1,500,000 option grants (a total of $9,792 for all 3,000,000 remaining options).

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

On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the nine months ended September 30, 2020, the amount of $11,595 was charged to operations in connection these options.

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

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

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Right to Use Assets and Lease Liabilities - Operating Leases

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

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

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

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

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

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

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

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

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

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

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

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

Right to use assets – operating leases are summarized below:	September 30, 2021		December 31, 2020
Clinics	$	2,869,719	$	310,361
Administrative office		182,632		-
Right to use assets, net	$	3,052,351	$	310,361

Operating lease liabilities are summarized below:	September 30, 2021			December 31, 2020
Clinics	$	2,988,118		$	321,004
Administrative office		206,145			-
Lease liability	$	3,194,263		$	321,004
Less: current portion		(102,133	)		(8,905	)
Lease liability, non-current	$	3,092,130		$	312,099

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

Maturity analysis under these lease agreements are as follows:

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

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Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 7 – Debt

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

August 2014 Series C and D Convertible Debenture

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

March 2016 Convertible Note A

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

Eagle Equities Note 4

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

Eagle Equities Note 5

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

Eagle Equities Note 6

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

Eagle Equities Note 7

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

Eagle Equities Note 8

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

Eagle Equities Note 9

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

Eagle Equities Note 10

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note. These amounts are reflected in the table below:

Notes Payable Table 1:

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

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Derivative Liabilities

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Derivatives and Fair Value [Text Block]

Note 8 – Derivative Liabilities

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

Derivative liability activity for the nine months ended September 30, 2021, are summarized in the table below:

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

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Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 9 – Stockholders’ Equity (Deficit)

Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the nine months ended September 30, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock.

Also, during the nine months ended September 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement.

Also, during the nine months ending September 30, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant. 

Also, during the nine months ended September 30, 2020, the Company charged the amount of $53,050 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $27,580 to operations in connection with the vesting of options granted to officers and board members. 

Also, during the nine months ended September 30, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options).  The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model.

Also, during the nine months ended September 30, 2020, the Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) the Company issued 1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities.

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

Preferred Stock

Series A Preferred Stock

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

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

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

On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly formed subsidiary My Care, LLC. The Company had valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the nine months ended September 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. On September 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. On September 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five-day period ended September 30, 2020.

Series C Preferred Stock

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

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

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

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

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

Series C Preferred Stock Transactions During the Nine Months ended September 30, 2020

None.

Series X Preferred Stock

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

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

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

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

None.

Stock Options

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

					Weighted				Weighted
			Weighted		average				average
			average		exercise				exercise
Range of	Number of		remaining		price of		Number of		price of
exercise	options		contractual		outstanding		options		exercisable
Prices	outstanding		life (years)		options		exercisable		options
$0.03-$0.39		18,386,211		9.32	$	0.20		5,052,000	$	0.10

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		13,453,879		$	0.03
Granted		13,585,000			0.27
Exercised		(8,652,668	)		0.03
Outstanding on September 30, 2021		18,386,211		$	0.20

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

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

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

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

Warrants

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		-	$	-
Granted		12,600,000	$	0.63
Exercised		-	$	-
Outstanding on September 30, 2021		12,600,000	$	0.63

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Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

Note 10 – Fair Value of Financial Instruments

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

	Fair value measured at September 30, 2021
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		September 30, 2021
Derivative liability	$	-	$	-	$	-	$	-

	Fair value measured at December 31, 2020
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2020
Derivative liability	$	-	$	-	$	807,682	$	807,682

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 11 – Commitments and Contingencies

Legal

There is no pending or anticipated legal actions at this time.

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of approximately $460,000, and the Company received the full amount of the loan proceeds on May 4, 2020. The current balance is $460,406 and the Company is currently in discussions for a) a partial forgiveness and b) the conversion of any remaining balance into a term note.

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Schedule of Subsequent Events [Table Text Block]

Note 12 -- Subsequent Events

Subsequent to September 30, 2021, the Company initiated a bridge financing round ahead of its anticipated-up listing to a national exchange. The Company intends to raise between five and six million dollars of a series D preferred stock sold to investors in a private placement. Each series D unit will have a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. As of the date of this filing this filing the Company has closed on $3,100,000.

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Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

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

Use of Estimates, Policy [Policy Text Block]

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 and Cash Equivalents, Policy [Policy Text Block]

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

Property, Plant and Equipment, Policy [Policy Text Block]

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

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

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

Revenue [Policy Text Block]

Revenue Recognition – On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018, are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

● identification of the contract, or contracts, with a customer;

● identification of the performance obligations in the contract;

● determination of the transaction price;

● allocation of the transaction price to the performance obligations in the contract; and

● recognition of revenue when, or as, we satisfy a performance obligation.

Share-based Payment Arrangement [Policy Text Block]

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

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

Convertible Instruments, Policy [Policy Text Block]

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.

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments- Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Fair values for exchange-traded securities and derivatives are based on quoted market prices. The pricing model the Company uses for determining the fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. As of September 30, 2021, the Company had retired all derivative instruments

Warrants, Policy [Policy Text Block]

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

Stockholders' Equity, Policy [Policy Text Block]

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

Earnings Per Share, Policy [Policy Text Block]

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

Income Tax, Policy [Policy Text Block]

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

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

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2018.

Business Combinations Policy [Policy Text Block]

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

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

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

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

Fair Value of Financial Instruments, Policy [Policy Text Block]

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

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

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

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

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

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Standards

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

Recent Accounting Standards Adopted in the Year

In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

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

Recent Accounting Standards Not Yet Adopted

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

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.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Property, Plant and Equipment [Table Text Block]

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

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

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Net Loss Per Share Applicable to Common Shareholders (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020
Numerator
Net loss applicable to common shareholders	$	(1,809,899	)	$	(1,056,001	)	$	(6,088,620	)	$	(2,004,353	)
Denominator
Weighted Average shares outstanding		208,784,236			100,262,378			199,678,995			94,154,754
Net loss per share
Basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The Company excluded all common equivalent shares outstanding for warrants, options, and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2021, and 2020, the following shares were issuable and excluded from the calculation of diluted loss:

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

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Right to Use Assets and Lease Liabilities - Operating Leases (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

Right to use assets – operating leases are summarized below:	September 30, 2021		December 31, 2020
Clinics	$	2,869,719	$	310,361
Administrative office		182,632		-
Right to use assets, net	$	3,052,351	$	310,361

Operating lease liabilities are summarized below:	September 30, 2021			December 31, 2020
Clinics	$	2,988,118		$	321,004
Administrative office		206,145			-
Lease liability	$	3,194,263		$	321,004
Less: current portion		(102,133	)		(8,905	)
Lease liability, non-current	$	3,092,130		$	312,099

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Maturity analysis under these lease agreements are as follows:

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

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Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Notes Payable Table 1:

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

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Derivative Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Text Block [Abstract]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Derivative liability activity for the nine months ended September 30, 2021, are summarized in the table below:

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

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Stockholders' Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

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

					Weighted				Weighted
			Weighted		average				average
			average		exercise				exercise
Range of	Number of		remaining		price of		Number of		price of
exercise	options		contractual		outstanding		options		exercisable
Prices	outstanding		life (years)		options		exercisable		options
$0.03-$0.39		18,386,211		9.32	$	0.20		5,052,000	$	0.10

Share-based Payment Arrangement, Option, Activity [Table Text Block]

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		13,453,879		$	0.03
Granted		13,585,000			0.27
Exercised		(8,652,668	)		0.03
Outstanding on September 30, 2021		18,386,211		$	0.20

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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

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

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2020		-	$	-
Granted		12,600,000	$	0.63
Exercised		-	$	-
Outstanding on September 30, 2021		12,600,000	$	0.63

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

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

	Fair value measured at September 30, 2021
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		September 30, 2021
Derivative liability	$	-	$	-	$	-	$	-

	Fair value measured at December 31, 2020
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		unobservable inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		December 31, 2020
Derivative liability	$	-	$	-	$	807,682	$	807,682

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Financial Condition, Going Concern and Management Plans (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Apr. 25, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 441,506	$ 64,789	$ 101,660		$ 83,245
Liabilities, Current	3,165,575	$ 3,028,640
Preferred Stock, Offering	3,000,000
Restricted Stock Offering	$ 1,668,000
Debt Instrument, Face Amount				$ 460,000

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Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 441,506	$ 64,789	$ 101,660	$ 83,245
Construction in Progress, Gross	297,097	$ 417,082
Capital Expenditures Incurred but Not yet Paid	$ 3,000,000

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Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment	9 Months Ended
	Sep. 30, 2021
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Term of lease
Minimum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Minimum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member] | Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Maximum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Maximum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years

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Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator
Net loss applicable to common shareholders	$ (1,809,899)	$ (1,056,001)	$ (6,088,620)	$ (2,004,353)
Denominator
Weighted average common shares outstanding	208,784,236	100,262,378	199,678,995	94,154,754
Net loss per share
Basic and diluted	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.02)

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Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	39,718,519	100,663
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18,386,211	67,689
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	12,600,000	0
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	8,237,425	0
Accrued interest on preferred stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	494,883	32,784

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Related Party Transactions (Details)									3 Months Ended		9 Months Ended
	Aug. 26, 2021 USD ($) $ / shares shares	Jul. 21, 2021 $ / shares shares	Apr. 19, 2021 $ / shares shares	Mar. 17, 2021 $ / shares shares	Feb. 27, 2021 USD ($) $ / shares shares	Aug. 01, 2020 USD ($) $ / shares shares	Jun. 01, 2020 USD ($) $ / shares shares	Mar. 02, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	May 06, 2021 $ / shares	Mar. 23, 2021 $ / shares	Feb. 01, 2021 $ / shares
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)											13,585,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares											$ 0.27
Stock Issued During Period, Shares, Issued for Services (in Shares)	312,800		1,962	300,000								386,985
Shares Issued, Price Per Share (in Dollars per share) | $ / shares	$ 0.25		$ 0.01	$ 0.31						$ 0.034		$ 0.034	$ 0.25	$ 0.26	$ 0.25
Stock Issued During Period, Value, Issued for Services | $	$ 78,200									$ 21,656	$ 421,559	$ 29,336
Dividends, Preferred Stock | $									$ 40,433	19,392	115,047	56,143
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)								4,500,000
Share-based Payment Arrangement, Expense | $								$ 176,229		$ 9,792
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in Shares)										3,000,000
Issued to Each Related Party [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares								$ 0.05
Share-based Payment Arrangement, Expense | $								$ 58,743		$ 4,896
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period								3 years
Chief Executive Officer [Member] | Issued to Each Related Party [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)								1,500,000
Director [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares					$ 0.05		$ 0.03
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)					2,000,000		1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period					10 years
Number of Directors					2
Share-based Payment Arrangement, Expense | $					$ 78,324		$ 28,460			6,528		9,487
Director [Member] | Issued to Each Related Party [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)					1,000,000
Share-based Payment Arrangement, Expense | $					$ 39,162					$ 3,264
Former President [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares)								1,500,000
Compensation as Director [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares						$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)						1,000,000
Share-based Payment Arrangement, Expense | $						$ 56,037						$ 11,595
Share-based Payment Arrangement, Option [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		3,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights		vest following the Company’s achievement of a total of $30 million of revenues over four consecutive quarters
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares		$ 0.25
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share-based Payment Arrangement, Option [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		1,500,000
Share-based Payment Arrangement, Option [Member] | Chief Financial Officer [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		750,000
Share-based Payment Arrangement, Option [Member] | Chief Legal Officer [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares)		750,000
Restricted Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)												200,000
Stock Issued During Period, Value, Issued for Services | $												$ 7,680
Share-based Payment Arrangement, Expense | $												$ 69,342
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares)												750,000
Restricted Stock [Member] | Compensation as Director [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares)												1,000,000
Restricted Stock [Member] | Compensation as Officer [Member]
Related Party Transactions (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares)												250,000
Restricted Stock [Member] | Officer [Member]
Related Party Transactions (Details) [Line Items]
Share-based Payment Arrangement, Expense | $												$ 15,635
Restricted Stock [Member] | Director [Member]
Related Party Transactions (Details) [Line Items]
Share-based Payment Arrangement, Expense | $												26,511
Restricted Stock [Member] | Management [Member]
Related Party Transactions (Details) [Line Items]
Share-based Payment Arrangement, Expense | $												27,196
Series X Preferred Stock [Member]
Related Party Transactions (Details) [Line Items]
Dividends, Preferred Stock | $									15,141		46,677	49,176
Series X Preferred Stock [Member] | Officer [Member]
Related Party Transactions (Details) [Line Items]
Dividends, Preferred Stock | $									2,000		6,000	9,750
Series X Preferred Stock [Member] | Majority Shareholder [Member]
Related Party Transactions (Details) [Line Items]
Dividends, Preferred Stock | $									7,816		23,444	23,443
Series X Preferred Stock [Member] | Investor [Member]
Related Party Transactions (Details) [Line Items]
Dividends, Preferred Stock | $									$ 5,325		$ 17,233	$ 15,983

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($)								3 Months Ended		9 Months Ended
	Sep. 28, 2021	Sep. 09, 2021	Aug. 31, 2021	Jun. 24, 2021	Jun. 08, 2021	May 24, 2021	Nov. 01, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Right to Use Assets and Lease Liabilities - Operating Leases (Details) [Line Items]
Lessee, Operating Lease, Term of Contract			114 months	2 years 6 months	8 years	7 years	8 years
Operating Lease, Expense								$ 153,300	$ 0	$ 212,500	$ 0
Operating Lease, Liability								3,194,263		3,194,263		$ 321,004
Operating Lease, Right-of-Use Asset								3,052,351		3,052,351		$ 310,361
Operating Lease, Right-of-Use Asset, Amortization Expense								$ 18,500	$ 0	$ 71,349	$ 0
Lessee, Operating Lease, Discount Rate								12.00%		12.00%
Minimum [Member]
Right to Use Assets and Lease Liabilities - Operating Leases (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	96 years	90 years
Operating Lease, Expense	$ 640,000	$ 489,000	$ 663,000	$ 244,000	$ 620,000	$ 673,000	$ 511,000

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items]
Right to use assets, net	$ 3,052,351	$ 310,361
Lease liability	3,194,263	321,004
Less: current portion	(102,133)	(8,905)
Lease liability, non-current	3,092,130	312,099
Building [Member]
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items]
Right to use assets, net	2,869,719	310,361
Lease liability	2,988,118	321,004
Office Equipment [Member]
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost [Line Items]
Right to use assets, net	182,632	0
Lease liability	$ 206,145	$ 0

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Lessee, Operating Lease, Liability, Maturity [Abstract]
For the twelve months ended September 30, 2022	$ 529,095
For the twelve months ended September 30, 2023	779,150
For the twelve months ended September 30, 2024	636,721
For the twelve months ended September 30, 2025	638,386
For the twelve months ended September 30, 2026	652,302
Thereafter	1,772,151
Total	5,007,805
Less: Present value discount	(1,813,542)
Lease liability	$ 3,194,263	$ 321,004

XML

Debt (Details) - USD ($)	Mar. 30, 2021	Mar. 24, 2021	Feb. 05, 2021	Jan. 28, 2021	Jan. 21, 2021	Jan. 14, 2021	Jan. 11, 2021	Jan. 06, 2021	Jan. 04, 2021	Sep. 30, 2021	May 04, 2020
Convertible Debentures C and D [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	272,837
Debt Conversion, Original Debt, Amount	$ 122,166
Gain (Loss) on Extinguishment of Debt	3,035
Convertible Debentures C and D [Member] | Principal [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount	110,833
Convertible Debentures C and D [Member] | Accrued Interest [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount	71,526
Series D Debenture [Member]
Debt (Details) [Line Items]
Convertible Debt	11,333
Series C Debenture [Member]
Debt (Details) [Line Items]
Convertible Debt	$ 8,722
Convertible Note A [Member]
Debt (Details) [Line Items]
Repayments of Debt		$ 55,368
Convertible Note A [Member] | Principal [Member]
Debt (Details) [Line Items]
Repayments of Debt		41,000
Convertible Note A [Member] | Accrued Interest [Member]
Debt (Details) [Line Items]
Repayments of Debt		13,167
Eagle Equities Note 2 [Member]
Debt (Details) [Line Items]
Gain (Loss) on Extinguishment of Debt		$ (1,201)
Eagle Equities Note 4 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)								3,505,964	4,123,750
Debt Instrument, Convertible, Conversion Price (in Dollars per share)								$ 0.01224	$ 0.012
Eagle Equities Note 4 [Member] | Principal [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount								$ 39,000	$ 45,000
Eagle Equities Note 4 [Member] | Accrued Interest [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount								$ 3,913	$ 4,485
Eagle Equities Note 5 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)						4,319,378	4,463,507
Debt Instrument, Convertible, Conversion Price (in Dollars per share)						$ 0.01266	$ 0.01224
Eagle Equities Note 5 [Member] | Principal [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount						$ 50,000	$ 50,000
Eagle Equities Note 5 [Member] | Accrued Interest [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount						$ 4,683	$ 4,633
Eagle Equities Note 6 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)				7,285,062	6,449,610
Debt Instrument, Convertible, Conversion Price (in Dollars per share)				$ 0.01575	$ 0.0154
Eagle Equities Note 6 [Member] | Principal [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)				7,285,062
Debt Conversion, Original Debt, Amount				$ 107,200	$ 93,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)				$ 0.01575
Eagle Equities Note 6 [Member] | Accrued Interest [Member]
Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 7,540	$ 6,324
Eagle Equities Note 7 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			1,184,148
Debt Conversion, Original Debt, Amount			$ 200,200
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.24984
Eagle Equities Note 8 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			639,593
Debt Conversion, Original Debt, Amount			$ 114,400
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.23851
Eagle Equities Note 9 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			605,177
Debt Conversion, Original Debt, Amount			$ 114,400
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.24984
Eagle Equities Note 10 [Member]
Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			1,095,131
Debt Conversion, Original Debt, Amount			$ 200,200
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.23748
PPP Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount											$ 460,000
Notes Payable										$ 460,406

XML

Debt (Details) - Schedule of Debt - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Schedule of Debt [Abstract]
Total notes payable		$ 460,406	$ 1,656,772
Less: Discount	$ 0	0	(756,795)
Notes payable - net of discount	$ 460,406	460,406	899,977
Current Portion, net of discount		460,406	899,977
Long-term portion, net of discount		$ 0	$ 0

XML

Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract]
Balance	$ 807,682
Settled upon conversion or exercise	(1,301,137)
Gain on revaluation	493,455
Balance	$ 0

XML

Stockholders' Equity (Deficit) (Details)																									1 Months Ended			3 Months Ended		9 Months Ended
	Aug. 26, 2021 USD ($) $ / shares shares	Jul. 21, 2021 shares	Jun. 23, 2021 $ / shares shares	May 12, 2021 $ / shares shares	May 06, 2021 $ / shares shares	Apr. 19, 2021 $ / shares shares	Mar. 23, 2021 $ / shares shares	Mar. 17, 2021 $ / shares shares	Mar. 11, 2021 shares	Feb. 22, 2021 $ / shares shares	Feb. 05, 2021 USD ($) $ / shares shares	Feb. 01, 2021 USD ($) $ / shares shares	Jan. 28, 2021 USD ($) $ / shares shares	Jan. 21, 2021 USD ($) $ / shares shares	Jan. 14, 2021 USD ($) $ / shares shares	Jan. 11, 2021 USD ($) $ / shares shares	Jan. 06, 2021 USD ($) $ / shares shares	Jan. 04, 2021 USD ($) $ / shares shares	Jun. 26, 2020 USD ($) $ / shares shares	Jun. 23, 2020 USD ($) $ / shares shares	Jun. 17, 2020 USD ($) $ / shares shares	Jun. 05, 2020 USD ($) $ / shares shares	Mar. 25, 2020 USD ($) $ / shares shares	Mar. 02, 2020 USD ($) $ / shares shares	Sep. 02, 2021 USD ($) $ / shares shares	Jun. 29, 2021 $ / shares shares	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares
Stockholders' Equity (Deficit) (Details) [Line Items]
Common Stock, Shares Authorized (in Shares) | shares																												500,000,000		500,000,000			500,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares			$ 0.01																									$ 0.01		$ 0.01			$ 0.01
Common Stock, Shares, Issued (in Shares) | shares																												212,853,706		212,853,706			155,381,183
Common Stock, Shares, Outstanding (in Shares) | shares																												212,853,706		212,853,706			155,381,183
Debt Conversion, Original Debt, Amount																															$ 617,000
Stock Issued During Period, Shares, New Issues (in Shares) | shares							461,358,000,000					6,672,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares	$ 0.25				$ 0.25	$ 0.01	$ 0.26	$ 0.31				$ 0.25															$ 0.034		$ 0.034		$ 0.034
Stock Issued During Period, Value, New Issues												$ 1,668,000																$ 41,000		$ 1,668,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | shares				2,500,000						336,000																5,116,668
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares				$ 0.03						$ 0.03																$ 0.03
Conversion of Stock, Shares Issued (in Shares) | shares					4,237,424				600,000																4,000,001
Number of Individuals									4
Conversion of Stock, Shares Converted (in Shares) | shares					1,059,356				4,800
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares	312,800					1,962		300,000																							386,985
Stock Repurchased and Retired During Period, Shares (in Shares) | shares			2,000,000
Stock Issued During Period, Shares, Other (in Shares) | shares			637,953
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares	312,800
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture	$ 78,200
APIC, Share-based Payment Arrangement, Increase for Cost Recognition																														7,897
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition																												199,079	$ 91,647	203,858	$ 119,227
Other Nonoperating Gains (Losses)																												0	0	(332,242)	0
Stock Issued During Period, Value, Issued for Services	$ 78,200																												21,656	421,559	29,336
Share-based Payment Arrangement, Noncash Expense																														$ 761,222	259,307
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares																														13,585,000
Share-based Payment Arrangement, Expense																								$ 176,229					9,792
Gain on Settlement of Accounts Payable and Accrued Liabilities																															6,988
Dividends, Preferred Stock																												40,433	19,392	$ 115,047	56,143
Dividends Payable, Current																												$ 125,014		$ 125,014			$ 9,967
Units, Sold (in Shares) | shares																							3,000,000
Unit, Price per unit (in Dollars per share) | $ / shares																							$ 1
Unit, description																							each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share
Proceeds from Issuance or Sale of Equity																							$ 3,000,000
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | shares																							12,600,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares																							12,600,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																												$ 0.01		$ 0.01			$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value																											$ 0	$ 789,500	$ 0	$ 789,500	$ 0
Share Price (in Dollars per share) | $ / shares																											$ 0.04	$ 0.28	$ 0.04	$ 0.28	$ 0.04
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount																												$ 1,205,961		$ 1,205,961
Restricted Stock [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares																															200,000
Stock Issued During Period, Value, Issued for Services																															$ 7,680
Share-based Payment Arrangement, Expense																															69,342
Share-based Payment Arrangement, Option [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares		3,000,000
Officers and Board Members [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition																														201,292
Share-based Payment Arrangement, Noncash Expense																															53,050
Officers and Board Members [Member] | Share-based Payment Arrangement, Option [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Share-based Payment Arrangement, Noncash Expense																															27,580
Series A Preferred Stock [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Shares Issued, Price Per Share (in Dollars per share) | $ / shares																								$ 14.91
Number of Individuals																								4
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares																								4,800
Stock Issued During Period, Value, Issued for Services																								$ 71,558						0	71,558
Dividends, Preferred Stock																														$ 1,000	3,967
Dividends Payable, Current																											$ 3,967		$ 3,967		3,967
Preferred Stock, Dividend Payment Terms																											issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five-day period ended September 30, 2020
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																												$ 0.01		$ 0.01			0.01
Series C Preferred Stock [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Value, New Issues																														$ 1,491,283
Conversion of Stock, Shares Issued (in Shares) | shares					4,237,424																				4,000,001
Conversion of Stock, Shares Converted (in Shares) | shares					1,059,356																				1,000,000
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares					$ 0.25																				$ 0.25
Dividends Payable																									$ 67,370							$ 42,078
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																												$ 0.01		$ 0.01			0.01
Series X Preferred Stock [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Dividends, Preferred Stock																												$ 15,141		$ 46,677	49,176
Preferred Stock, Dividend Payment Terms																														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
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																												$ 0.01		$ 0.01			0.01
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares																																	$ 25
Preferred Stock, Voting Rights																														Each one share of the Series X Preferred Stock is entitled to 20,000 votes
Series X Preferred Stock [Member] | Officers and Board Members [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Dividends, Preferred Stock																														$ 6,000
Series X Preferred Stock [Member] | Majority Shareholder [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Dividends, Preferred Stock																												$ 7,816		23,444	23,443
Series X Preferred Stock [Member] | Investor [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Dividends, Preferred Stock																												$ 5,325		$ 17,233	$ 15,983
Cashless Exercise of Warrants [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares																														2,901,440	4,098,556
Other Nonoperating Gains (Losses)																														$ (24,894)	$ 259,947
Class of Warrant or Rights, Exercised (in Shares) | shares																															4,480,938
Additional Shares for Variable Conversion Feature on Warrants [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares) | shares																														1,011,967
Each Consultant [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares																															500,000
Share-based Payment Arrangement, Expense																															$ 20,930
Consulting Services [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Number of Individuals																															4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | shares																															2,000,000
Share-based Payment Arrangement, Expense																															$ 83,720
Agreement with Investors Regarding Exercise Price of Warrants [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares																															1,000,000
Other Nonoperating Gains (Losses)																															$ 77,652
Class of Warrant or Rights, Exercised (in Shares) | shares																															2,769,482
Eagle Equities Note 4 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																	3,505,964	4,123,750
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																	$ 0.01224	$ 0.012
Eagle Equities Note 4 [Member] | Principal [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount																	$ 39,000	$ 45,000
Eagle Equities Note 4 [Member] | Accrued Interest [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount																	$ 3,913	$ 4,485
Eagle Equities Note 5 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares															4,319,378	4,463,507
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares															$ 0.01266	$ 0.01224
Eagle Equities Note 5 [Member] | Principal [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount															$ 50,000	$ 50,000
Eagle Equities Note 5 [Member] | Accrued Interest [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount															$ 4,683	$ 4,633
Eagle Equities Note 5 [Member] | Minimum [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																$ 0.01224
Eagle Equities Note 6 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares													7,285,062	6,449,610
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares													$ 0.01575	$ 0.0154
Eagle Equities Note 6 [Member] | Principal [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount													$ 107,200	$ 93,000
Eagle Equities Note 6 [Member] | Accrued Interest [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount													$ 7,540	$ 6,324
Eagle Equities Note 7 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares											1,184,148
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares											$ 0.24984
Debt Conversion, Original Debt, Amount											$ 200,200
Eagle Equities Note 8 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares											639,593
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares											$ 0.23851
Debt Conversion, Original Debt, Amount											$ 114,400
Eagle Equities Note 9 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares											605,177
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares											$ 0.24984
Debt Conversion, Original Debt, Amount											$ 114,400
Eagle Equities Note 10 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares											1,095,131
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares											$ 0.23748
Debt Conversion, Original Debt, Amount											$ 200,200
Eagle Equities Note 1 [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																			2,045,130	3,243,434	2,023,358	2,015,783
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																			$ 0.01362	$ 0.0132	$ 0.0132	$ 0.0132
Eagle Equities Note 1 [Member] | Principal [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount																			$ 26,000	$ 40,000	$ 25,000	$ 25,000
Eagle Equities Note 1 [Member] | Accrued Interest [Member]
Stockholders' Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount																			$ 1,855	$ 2,813	$ 1,708	$ 1,608

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Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Option, Exercise Price Range [Abstract]
Range of exercise Prices, Lower Limit	$ 0.03
Range of exercise Prices, Upper Limit	$ 0.39
Number of options outstanding (in Shares)	18,386,211	13,453,879
Weighted average remaining contractual life	9 years 3 months 25 days
Weighted average exercise price of outstanding options	$ 0.2	$ 0.03
Number of options exercisable (in Shares)	5,052,000
Weighted average exercise price of exercisable options	$ 0.1

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Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Activity	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share-based Payment Arrangement, Option, Activity [Abstract]
Outstanding, Shares | shares	13,453,879
Outstanding, Weighted - Average Exercise Price | $ / shares	$ 0.03
Granted, Shares | shares	13,585,000
Granted Weighted - Average Exercise Price | $ / shares	$ 0.27
Cancelled, Shares | shares	(8,652,668)
Cancelled Weighted - Average Exercise Price | $ / shares	$ 0.03
Outstanding, Shares | shares	18,386,211
Outstanding, Weighted - Average Exercise Price | $ / shares	$ 0.2

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Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Dividends	0.00%
Minimum [Member]
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility	161.00%
Risk-free interest rates	0.82%
Term (years)	5 years
Maximum [Member]
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility	183.50%
Risk-free interest rates	1.69%
Term (years)	10 years

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Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]
Outstanding, Shares | shares	0
Outstanding, Weighted - Average Exercise Price | $ / shares	$ 0
Granted Weighted - Average Exercise Price | shares	12,600,000
Granted, Weighted - Average Exercise Price | $ / shares	$ 0.63
Outstanding, Shares | shares	12,600,000
Outstanding, Weighted - Average Exercise Price | $ / shares	$ 0.63

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Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liabilities	$ 0	$ 807,682
Fair Value, Inputs, Level 1 [Member]
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liabilities	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liabilities	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liabilities	$ 0	$ 807,682

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Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Apr. 25, 2020
Commitments and Contingencies Disclosure [Abstract]
Debt Instrument, Face Amount				$ 460,000
Notes Payable	$ 460,406	$ 460,406	$ 899,977

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Subsequent Events (Details) - Subsequent Event [Member]	2 Months Ended
	Nov. 15, 2021 USD ($) $ / shares
Subsequent Events (Details) [Line Items]
Unit, Price per unit (in Dollars per share) | $ / shares	$ 1
Unit, description	each Unit consisting of (a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share
Proceeds from Issuance or Sale of Equity	$ 3,100,000
Minimum [Member]
Subsequent Events (Details) [Line Items]
Preferred Stock, Offering	5,000,000
Maximum [Member]
Subsequent Events (Details) [Line Items]
Preferred Stock, Offering	$ 6,000,000