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 June 30, 2022

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 August 10, 2022, the registrant had outstanding 225,523,273 shares of common stock issued and outstanding.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	5
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	6
	Condensed Consolidated Stockholder’s Deficit for the three and six months ended June 30, 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	38
Item 4.	Controls and Procedures.	38
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	39
Item 1A.	Risk Factors.	39
Item 2.	Sale of Unregistered Securities.	39
Item 3.	Defaults Upon Senior Secured Securities.	40
Item 4.	Mine Safety Disclosures.	40
Item 5.	Other Information.	40
Item 6.	Exhibits.	41
Signatures		43

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current assumptions, expectations, and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.

Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to:

● adverse economic conditions;

● the Company’s ability to raise capital to fund its operations

● industry competition

● the Company’s ability to integrate its acquisitions

● the Company’s ability to attract and retain qualified senior management and technical personnel;

● the continued effect of the Covid-19 pandemic on the Company’s operations; and

These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties and other factors. Considering these risks, uncertainties, and assumptions, the events described in the forward-looking statements may not occur or may occur to a different extent or at a different time than we have described.

All forward-looking statements speak only as of the date of this Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MITESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
ASSETS	2022			2021
	(unaudited)
Current assets
Cash and cash equivalents	$	35,821		$	1,164,483
Accounts Receivable		114,064			44,313
Inventory		33,420			25,314
Prepaid expenses		125,762			72,985
Total current assets		309,067			1,307,095
Right to use operating leases, net		3,883,529			3,886,866
Construction in progress		943,689			1,984,701
Fixed assets, net of accumulated depreciation of $594,051 and $19,590		5,683,497			3,476,164
Total Assets	$	10,819,782		$	10,654,826
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	5,788,713		$	3,976,064
Accrued interest		79,530			7,657
Derivative liabilities		265,962			-
Lease liability - operating leases, current		260,700			161,838
Notes payable, net of discounts of $1,620,263 and $411,568		3,317,203			588,432
SBA Loan Payable		460,406			460,406
Other current liabilities		96,136			169,422
Preferred stock dividends payable		268,200			195,169
Total current liabilities		10,536,850			5,558,988
Lease Liability- operating leases, non-current		4,132,964			3,972,964
Total Liabilities		14,669,814			9,531,952
Commitments and contingencies		-			-
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 100,000,000 shares authorized; 500,000 shares designated Series A; 3,000,000 shares designated Series C; 10,000,000 shares designated Series D; 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 June 30, 2022 and December 31, 2021, respectively		-			-
Preferred stock, Series C, $0.01 par value, 940,644 and 940,644 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		9,406			9,406
Preferred stock, Series D, $0.01 par value, 3,100,000 and 3,100,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		31,000			31,000
Preferred stock, Series X, $0.01 par value, 24,227 shares issued and outstanding at June 30, 2022 and December 31, 2021		242			242
Common stock subscribed		36,575			132,163
Common stock, $0.01 par value, 500,000,000 shares authorized, 225,209,745 and 213,333,170 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2,257,880			2,133,332
Additional paid-in capital		26,743,676			24,295,063
Accumulated deficit		(32,928,811	)		(25,478,332	)
Total stockholders' equity (deficit)		(3,850,032	)		1,122,874
Total liabilities and stockholders' equity (deficit)	$	10,819,782		$	10,654,826

See accompanying notes to these unaudited condensed consolidated financial statements.

5

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three						For the Six
	Months Ended						Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenue-services	$	180,375		$	8,244		$	272,836		$	11,216
Revenue-products		(11,290	)		-			16,625			-
Total revenue		169,085			8,244			289,461			11,216
Cost of goods sold-services	$	605,706		$	3,605		$	1,183,262		$	5,318
Cost of goods sold-products		481			-			11,248			-
Total cost of goods sold		606,187			3,605			1,194,510			5,318
Gross (loss) profit		(437,102	)		4,639			(905,049	)		5,898
Operating expenses:
General and administrative	$	2,340,929		$	1,403,210		$	4,904,758		$	2,356,118
Total operating expenses		2,340,929			1,403,210			4,904,758			2,356,118
Net Operating Loss		(2,778,031	)		(1,398,571	)		(5,809,807	)		(2,350,220	)
Other income (expense):
Interest expense		(862,211	)		(1,135	)		(1,690,536	)		(966,123	)
Loss on legal settlement		-			(70,000	)		-			(70,000	)
(Loss) Gain on waiver and commitment fee shares		(11,619	)		-			186,654			-
Gain on settlement of accrued salary		-			-			15,032			-
Loss (Gain) on settlement of accounts payable		-			-			(78,235	)		6,045
Gain on settlement of notes payable		-			-			-			1,836
Grant income		-			52			-			52
Loss on revaluation of derivative liabilities		(153,424	)		-			(73,587	)		(493,455	)
Total other expense		(1,027,254	)		(71,083	)		(1,640,672	)		(1,521,645	)
Loss before provision for income taxes		(3,805,285	)		(1,469,654	)		(7,450,479	)		(3,871,865	)
Provision for income taxes		-			-			-			-
Net loss	$	(3,805,285	)	$	(1,469,654	)	$	(7,450,479	)	$	(3,871,865	)
Preferred stock dividends		(80,392	)		(54,115	)		(160,084	)		(74,614	)
Preferred stock deemed dividends		-			-			-			(332,242	)
Net loss available to common shareholders	$	(3,885,677	)	$	(1,523,769	)	$	(7,610,563	)	$	(4,278,721	)
Net loss per share - basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted average shares outstanding - basic and diluted		221,523,073			201,678,218			217,634,736			194,455,386

See accompanying notes to these unaudited condensed consolidated financial statements.

6

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021

(UNAUDITED)

	Preferred Stock Series A				Preferred Stock Series C				Preferred Stock Series D				Preferred Stock Series X				Common Stock						Additional			Common Stock			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Paid-in capital			Subscribed			Deficit			Total
Balance, March 31, 2022		-	$	-		940,644	$	9,406		3,100,000	$	31,000		24,227	$	242		219,756,894		$	2,197,570		$	25,517,634		$	128,015		$	(29,123,526	)		(1,239,659	)
Vesting of common stock issued to employees		-		-		-		-		-		-		-		-								1,474			-			-			1,474
Vesting of stock options issued to employees		-		-		-		-		-		-		-		-								135,295			-			-			135,295
Shares issued for services		-		-		-		-		-		-		-		-		750,000			7,500			95,625			-			-			103,125
Waiver fee shares		-		-		-		-		-		-		-		-		720,000			7,200			84,240			(91,440	)		-			-
Commitment fee shares		-		-		-		-		-		-		-		-		3,577,720			41,559			843,793			-			-			885,352
Warrants issued with notes payable - Insiders		-		-		-		-		-		-		-		-								63,005			-			-			63,005
Shares issued for Series X dividends		-		-		-		-		-		-		-		-		405,131			4,051			83,002			-			-			87,053
Preferred stock dividends		-		-		-		-		-		-		-		-								(80,392	)		-			-			(80,392	)
Loss for the period ended June 30, 2022		-		-		-		-		-		-		-		-											-			(3,805,285	)		(3,805,285	)
Balance, June 30, 2022		-	$	-		940,644	$	9,406		3,100,000	$	31,000		24,227	$	242		225,209,745		$	2,257,880		$	26,743,676		$	36,575		$	(32,928,811	)	$	(3,850,032	)
Balance, December 31, 2021		-	$	-		940,644	$	9,406		3,100,000	$	31,000		24,227	$	242		213,333,170		$	2,133,332		$	24,295,063		$	132,163		$	(25,478,332	)		1,122,874
Vesting of common stock issued to employees		-		-		-		-		-		-		-		-								2,986									2,986
Vesting of stock options issued to employees		-		-		-		-		-		-		-		-								302,310									302,310
Conversion of accounts payable to common stock		-		-		-		-		-		-		-		-		3,179,650			31,797			546,438									578,235
Commitment fee shares		-		-		-		-		-		-		-		-		5,297,720			58,759			1,069,899									1,128,658
Waiver fee shares		-		-		-		-		-		-		-		-		2,261,721			22,617			344,541			-						367,158
Shares issued for services		-		-		-		-		-		-		-		-		750,000			7,500			95,625									103,125
Warrants issued with note payable - Diamond 1		-		-		-		-		-		-		-		-								2,914									2,914
Warrants issued with note payable - Diamond 2																								2,213									2,213
Gain on settlement of accrued payroll																		(400,000	)		(4,000	)		4,000									-
Issuance of shares previously subscribed for conversion of accounts payable																		382,353			3,824			91,764			(95,588	)					-
Warrants issued with notes payable - Insiders		-		-		-		-		-		-		-		-								63,005									63,005
Shares issued for Series X dividends		-		-		-		-		-		-		-		-		405,131			4,051			83,002									87,053
Preferred stock dividends		-		-		-		-		-		-		-		-								(160,084	)								(160,084	)
Loss for the six months ended June 30, 2022		-		-		-		-		-		-		-		-														(7,450,479	)		(7,450,479	)
Balance, June 30, 2022		-	$	-		940,644	$	9,406		3,100,000	$	31,000		24,227	$	242		225,209,745		$	2,257,880		$	26,743,676		$	36,575		$	(32,928,811	)	$	(3,850,032	)

7

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 and 2021

(UNAUDITED)

	Preferred Stock Series A						Preferred Stock Series C						Preferred Stock Series D				Preferred Stock Series X						Common Stock						Additional			Common Stock			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount			Paid-in capital			Subscribed			Deficit			Total
Balance, March 31, 2021		-						3,000,000		$	30,000			-	$	-		26,227		$	262			197,694,698		$	1,976,965		$	17,513,684		$	-		$	(17,171,621	)	$	2,349,290
Vesting of common stock issued to employees		-						-			-			-		-		-			-			-			-			3,889			-			-			3,889
Vesting of stock options issued to employees		-						-			-			-		-		-			-			-			-			195,352			-			-			195,352
Shares issued to directors for exercise of options		-						-			-			-		-		-			-			7,616,668			76,166			152,334			(41,000	)		-			187,500
Net shares cancelled in connection with settlement agreement		-						-			-			-		-		(2,000	)		(20	)		(1,362,047	)		(13,620	)		141,550			-			-			127,910
Shares issued for professional fees		-						-			-			-		-		-			-			1,962			2			(2	)		-			-			-
Shares of common stock issued for conversion of Preferred Stock Series C		-						(1,059,356	)		(10,594	)		-		-		-			-			4,237,424			42,374			(31,780	)		-			-			-
Preferred stock dividends		-						-			-			-		-		-			-			-			-			(54,115	)		-			-			(54,115	)
Loss for the period ended June 30, 2021		-						-			-			-		-		-			-			-			-			-			-			(1,469,654	)		(1,469,654	)
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
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		-			-			-			-			-		-		-			-			-			-			201,294			-			-			201,294
Common stock issued for services		-			-			-			-			-		-		-			-			1,099,320			10,963			211,517			-			-			222,480
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		-			-			-			-			-		-		-			-			7,616,668			76,166			152,334			(41,000	)		-			187,500
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		-			-			(1,059,356	)		(10,594	)		-		-		-			-			4,237,424			42,374			(31,780	)		-			-			-
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		-			-			-			-			-		-		-			-			-			-			(74,614	)					-			(74,614	)
Loss for the period ended June 30, 2021		-			-						-			-		-								-			-			-						(3,871,865	)		(3,871,865	)
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

See accompanying notes to these unaudited condensed consolidated financial statements.

8

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six
	Months Ended
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,450,479	)	$	(3,871,865	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		417,340			36,456
Amortization of right-to-use asset		292,292			24,692
Net gain on settlement of notes payable		-			(1,836	)
Financing cost - waiver fee shares		565,431			-
Gain on waiver fee shares		(198,273	)		-
Commitment shares		-			-
Loss on commitment shares		11,619			-
Gain on conversion of accrued salary		(15,032	)		-
(Gain) loss on revaluation of derivative liabilities		73,587			493,455
Loss on settlement of accounts payable		78,235			-
Amortization of discount on notes payable		1,017,861			756,795
Share-based compensation		305,296			559,579
Changes in assets and liabilities:
Accounts receivables		(69,751	)		(1,133	)
Prepaid expenses		50,348			(28,843	)
Due from related party		-			(26,163	)
Inventory		(8,106	)		(2,109	)
Accounts payable and accrued liabilities		934,220			(291,463	)
Operating lease liability, net		(30,093	)		14,082
Other current liabilities		(73,286	)		880
Accrued interest		71,873			203,447
Net cash used in operating activities		(4,026,918	)		(2,134,026	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets and construction in progress		(190,200	)		(495,359	)
Net cash used in investing activities		(190,200	)		(495,359	)
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 - related parties, net of discounts		1,511,250			-
Proceeds from notes payable, net of discounts		1,812,500			-
Principal payments on notes payable related parties		(235,294	)		-
Principal payments on notes payable		-			(177,534	)
Net cash provided by financing activities		3,088,456			4,250,466
Net increase in cash and cash equivalents		(1,128,662	)		1,621,081
Cash and cash equivalents at beginning of period		1,164,483			64,789
Cash and cash equivalents at end of period	$	35,821		$	1,685,870

See accompanying notes to these unaudited condensed consolidated financial statements.

9

MITESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six
	Months Ended
	June 30,
	2022		2021
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,680	$	-
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	)
Discount on notes payable due to derivative liabilities	$	-	$	-
Preferred stock dividend	$	160,084	$	74,614
Deemed dividends on Preferred Stock	$	-	$	332,242
Conversion of Series A Preferred stock to common stock	$	-	$	6,000
Conversion of Series C Preferred stock to common stock	$	-	$	31,781
Conversion of accounts payable to common stock	$	500,000	$	102,333
Conversion of accrued payroll to common stock	$	-	$	50,000
Capital expenditures included in accounts payable	$	4,289,816	$	-

See accompanying notes to these unaudited condensed consolidated financial statements.

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MITESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022 AND 2021

(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, the Company restructured its operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, the Company completed a “spin out” of its former business line. On April 24, 2020, the Company changed its name to Mitesco, Inc.

Since 2020, the Company’s 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, the Company formed a wholly owned subsidiary, The Good Clinic LLC, a Colorado limited liability company for its clinic business.

The Company opened its first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have six operating at the time of this filing. The Company intends on opening up to 50 new clinics in the next three years, in addition to any existing sites it might acquire.

Note 2 - Financial Condition, Going Concern and Management Plans

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

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

On November 11, 2021, the Company filed a registration statement on form S-1 in connection with a planned up-list to a national exchange; on June 30, 2022 the Company its third amendment to the S-1; and on August 3, 2022, the Company files its fourth amendment to the S-1.

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

Between December 30, 2021 through the date of this filing, the Company has entered into a total $5.0 million of promissory notes with certain related parties and other note holders. All notes carry a 10% interest rate per annum, accruing in monthly installments. These notes have been used to fund 2022 operations to date.

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

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The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued.

As of June 30, 2022, the Company had cash and cash equivalents of $36,000, current liabilities of $10.5 million, and has incurred a loss from operations. The Company intends to a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020. The June 30, 2022 balance, including accrued interest, was approximately $470,400.

COVID -19 Impact

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

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

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

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

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

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

Cash - The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of approximately $36,000 as of June 30, 2022, and $1.2 million as of December 31, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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New Accounting Standards

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

Recent Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for 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 condensed consolidated financial statements.

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

Note 4 – Net Loss Per Share Applicable to Common Shareholders

Net Loss per Share Applicable to Common Stockholders

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

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

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net loss applicable to common shareholders	$	(3,885,677	)	$	(1,523,769	)	$	(7,610,563	)	$	(4,278,721	)
Denominator:
Weighted average common shares outstanding		221,523,073			201,678,218			217,634,736			194,455,386
Net loss per share:
Basic and diluted	$	(0.02	)	$	(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 June 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

	For the Six Months Ended
	June 30,
	2022		2021
Common stock options		16,354,961		11,696,211
Common stock purchase warrants		33,290,673		12,600,000
Convertible Preferred Stock Series C		4,362,575		8,150,705
Accrued interest on Preferred Stock		480,056		376,803
Potentially dilutive securities		54,488,265		32,823,719

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Note 5 – Related Party Transactions

For the six months ended June 30, 2022:

Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and had a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022) or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.  The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. An original issue discount in the amount of $150,000 was recorded. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $1,000,000; $116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $33,493.

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The warrants have an aggregate commitment date fair value of $2,914. At June 30, 2022, the principal balance of this note was $175,000; $20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,373.

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. The warrants have an aggregate commitment date fair value of $2,213. All amounts due for The Diamond Note, with the exception of $23,529, was paid on April 8, 2022. $23,529 remained outstanding as of June 30, 2022.

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

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

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On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 3 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022) (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note 3 was $200,000 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $235,294; $13,858 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $21,436.

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond. The principal amount of the Diamond Note 4 is $47,059.00, carries a 10% interest rate per annum, payable in monthly installments, and had an initial maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. On August 3, 2022, the maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market. The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4was $40,000 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the Diamond Note 4is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Note. In addition, Mr. Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares. At June 30, 2022, the principal balance of this note was $47,059; $1,862 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,197.

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan.  The principal amount of the Finnegan Note 1 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. The purchase price of the Finnegan Note 1 was $40,000 resulting in an original issue discount of $7,059 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 1 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, we shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Note. In addition, Ms. Finnegan will be issued (1) 19,295 five-year warrants with a fair value of $2,000 (the “May 18 Finnegan Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value of $3,240 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,005. At June 30, 2022, the principal balance of this note was $47,059; $3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $13,162.

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

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The May 26 Notes carry a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes. In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares. The May 26 Warrants have an initial exercise price of $0.50 per share. The May 26 Warrants are not exercisable for six months following their issuance. The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement. At June 30, 2022, the principal balance of these notes were $205,883; $6,631 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discounts at June 30, 2022 were $24,252.

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

The Howe Note carries a 10% interest rate per annum, payable in monthly installments. The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The amount payable at maturity will be $300,000 plus 10% of that amount plus any accrued and unpaid interest. In addition, the Company issued (1) 123,000 five-year warrants with a fair value of $21,500 and (2) 123,000 shares of Common Stock with a market value of $44,000 as commitment shares. The Warrants have an initial exercise price of $0.50 per share and are not exercisable for six months following their issuance. At June 30, 2022, the principal balance of this note was $300,000; $5,798 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 were $39,202.

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

Note 6 – Accounts Payable and Accrued Liabilities

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

	June 30,		December 31,
	2022		2021
Trade accounts payable	$	5,447,673	$	3,933,305
Accrued payroll and payroll taxes		341,040		23,554
Other		-		19,205
Total accounts payable and accrued liabilities	$	5,788,713	$	3,976,064

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

The Company has operating leases for its clinic with a remaining lease term of approximately 7.2 years. The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended June 30, 2022 and 2021 amounted to approximately $199,800 and $38,500, respectively. Lease expense for the six months ended June 30, 2022 and 2021 amounted to approximately $389,300 and $59,200, respectively.

The Company’s ROU asset amortization for the three months ended June 30, 2022 and 2021 was approximately $85,200 and $18,500, respectively. The Company’s ROU asset amortization for the six months ended June 30, 2022 and 2021 was approximately $165,700 and $24,700, respectively.

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

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As of June 30, 2022, the Company had total operating lease liabilities of approximately $4.4 million and right-of-use assets of approximately $3.9 million, which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:
	June 30,		December 31,
	2022		2021
Right to use assets, net	$	3,883,529	$	3,886,866

Right to use assets – operating leases are summarized below:
	June 30,			December 31,
	2022			2021
Lease liability	$	4,393,664		$	4,134,802
Less: current portion		(260,700	)		(161,838	)
Lease liability, non-current	$	4,132,964		$	3,972,964

Maturity analysis under these lease agreements are as follows:
For the twelve months ended June 30, 2023	$	746,876
For the twelve months ended June 30, 2024		907,369
For the twelve months ended June 30, 2025		897,472
For the twelve months ended June 30, 2026		916,801
For the twelve months ended June 30, 2027		937,074
Thereafter		2,361,735
Total		6,767,327
Less: Present value discount		(2,373,663	)
Lease liability	$	4,393,664

Note 8 – Debt

Howe Note 1

Mitesco, Inc. (the “Company”) issued a 10% Promissory Note (the “Howe Note 1”) due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022), or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. An original issue discount in the amount of $150,000 was recorded. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $1,000,000; $116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $33,493.

Warrants. As further consideration for the Purchase Price payable hereunder, promptly following the Issue Date, the Borrower shall issue to the Lender two common stock purchase warrants, entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. 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 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. Given the current stock price is less than the exercise price of the warrants, the warrants have no value.

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Diamond Note 1

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Diamond Note 1 is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The warrants have an aggregate commitment date fair value of $2,914. At June 30, 2022, the principal balance of this note was $175,000; $20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,373.

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

Diamond Note 2

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 2 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. The warrants have an aggregate commitment date fair value of $2,213. All amounts due for The Diamond Note, with the exception of $23,529, was paid on April 8, 2022. $23,529 remained outstanding as of June 30, 2022.

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

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AJB Capital Note

On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior to its maturity (the “True-Up Provision”), (ii) a promissory note in the aggregate principal amount of $750,000, and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $675,000, resulting in an original issue discount of $75,000; the warrants had a commitment date fair value of $24,952; and the commitment fee shares had a commitment date fair value of $324,962, resulting in a total discount in the amount of $424,914. The Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment as described herein. The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $616,250, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees. $194,656 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $230,258. At June 30, 2022, the principal balance of this note was $750,000.

Anson East Master Fund LP and Anson Investments Master Fund LP

On April 6, 2022, the Company entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP and Anson Investments Master Fund LP with respect to the sale and issuance to AEMF and AIMF of: (i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity, (ii) promissory notes in the aggregate principal amount of $750,000 (the “Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Notes and Warrants were issued on April 6, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreements. The notes were issued in a total principal amount of $750,000 for a total purchase price of $675,000, resulting in an original issue discount of $75,000; the warrants had an aggregate commitment date fair value of $168,130; and the commitment shares had an aggregate commitment date fair value of $563,665, resulting in a total discount in the amount of $638,665. $160,121 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $478,544. At June 30, 2022, the principal balance of this note was $750,000.

GS Capital Partners

On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity, (ii) promissory note in the principal amount of $277,777, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. The notes were issued in a total principal amount of $277,777 for a total purchase price of $250,000, resulting in an original issue discount of $27,777; the warrants had an aggregate commitment date fair value of $26,846; and the commitment shares had an aggregate commitment date fair value of $135,312. The Company also recorded a discount in the amount of $22,500 for the costs of financing, resulting in a total discount in the amount of $212,435. $54,386 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $159,049. At June 30, 2022, the principal balance of this note was $277,777.

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Diamond Note 3

On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 3 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note 3 was $200,000 resulting in an original issue discount of $35,294 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $23,529. The Company also issued 96,471 shares of stock with a value of $16,200 as a commitment fee and five-year warrants with a fair value of $8,800 to purchase 96,471 shares of common stock at a price of $0.50 per share; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $83,823. Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $235,294; $34,861 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $48,962.

Kishon Investments, LLC

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Kishon Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Note and Warrants were issued on May 10, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. The note was issued in a total principal amount of $277,777 for a total purchase price of $250,000, resulting in an original issue discount of $27,777; the warrants had an aggregate commitment date fair value of $15,780; and the commitment shares had an aggregate commitment date fair value of $122,712, resulting in a total discount in the amount of $166,269. $32,463 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $133,806. At June 30, 2022, the principal balance of this note was $277,777.

Diamond Note 4

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond. The principal amount of the Diamond Note 4 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and had a maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. On August 3, 2022, the maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market. The purchase price of the Diamond Note 4payable to us for the Diamond Note 4was $40,000, resulting in an original issue discount of $7,059, and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 4contains a “most favored nations” clause that provides that, so long as the Diamond Note 4is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Note. In addition, Mr. Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) with a fair value of $2,960 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock with a value of $3,160 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,885. At June 30, 2022, the principal balance of this note was $47,059; $5,392 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 were $12,493.

22

Finnegan Note 1

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan. The principal amount of the Finnegan Note 1 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. The purchase price of the Finnegan Note 1 was $40,000 resulting in an original issue discount of $7,059 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 1 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, we shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Note. In addition, Ms. Finnegan will be issued (1) 19,295 five-year warrants with a fair value of $2,000 (the “May 18 Finnegan Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value of $3,240 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,005. At June 30, 2022, the principal balance of this note was $47,059; $3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $13,162.

May 26, 2022 Notes

The Company issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in the aggregate principal amount of $205,883.

The May 26 Notes carry a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE. The aggregate principal amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest, resulting in an aggregate premium and related discount in the amount of $20,588. The aggregate amount funded was $175,000 resulting in an original issue discount of $30,883. Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes. In addition, the May 26 Lenders were issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) with an aggregate fair value of $8,750 and (2) 84,412 shares of Common Stock as commitment shares with an aggregate value of $14,175; these amounts were charged to discount on the note, resulting in an aggregate discount on these notes in the amount of $74,396. The May 26 Warrants have an initial exercise price of $0.50 per share. The May 26 Warrants are not exercisable for six months following their issuance. The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement. At June 30, 2022, the principal balance of these notes was $205,883; $6,631 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $24,252.

June 9, 2022 Notes

The Company issued two 10% Promissory Notes due as described below (individually, the “Howe Note” and the “Dragon Note”, and collectively, the “June 9 Notes”), dated June 9, 2022, to Michael C. Howe Living Trust and Dragon Dynamic Funds Platform Ltd. (the “June 9 Lenders”) in the aggregate principal amount of $888,235. Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of the Company’s subsidiaries.

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The June 9 Notes carry a 10% interest rate per annum, payable in monthly installments. The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The Dragon Note has a maturity date that is the earlier of (i) December 9, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $888,235 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the aggregate amount of $58,824. The aggregate amount funded was $755,000 resulting in an original issue discount of $133,235. In addition, the June 9 Lenders will be issued in the aggregate (1) 364,176 five-year warrants (the “June 9 Warrants”) with a fair value of $32,465 and (2) 364,176 shares of Common Stock with a value of $66,440 as commitment shares; these amounts were charged to discount on the note. The Company also paid issuance costs related to these notes in the aggregate amount of $77,500 which were charged to discount on the notes, resulting in an aggregate discount on these notes in the amount of $368,464. The June 9 Warrants have an initial exercise price of $0.50 per share. The June 9 Warrants are not exercisable for six months following their issuance. At June 30, 2022, the principal balance of these notes were $888,235; $45,607 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $322,857.

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020. The June 30, 2022 balance, including accrued interest, was $470,375.

These amounts are reflected in the table below:

Notes Payable Table 1:

	June 30,			December 31,
	2022			2021
Notes Payable	$	4,937,466		$	1,000,000
PPP Loan		460,406			460,406
		5,397,872			1,460,406
Less: Discounts		(1,620,263	)		(411,568	)
Notes payable - net of discounts	$	3,777,609		$	1,048,838
Current Portion, net of discounts	$	3,777,609		$	1,048,838
Long-term portion, net of discounts	$	-		$	-

Note 9 – Stockholders’ Equity (Deficit)

Common Stock

The Company has authorized 500,000,000 shares of common stock, par value $0.01; 225,209,745 shares were issued and outstanding on June 30, 2022.

Common Stock Transactions During the Six Months Ended June 30, 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common Stock Transactions During the Six Months Ended June 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.

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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.

Also, during the six months ended June 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 $201,294 to operations in connection with the vesting of options granted to its officers and board members.

Preferred Stock

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

Series A Preferred Stock

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2022

None.

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2021

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

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Series C Preferred Stock

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $32,955.

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2021

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

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

The Series C Preferred Stock has the following terms:

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

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

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

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

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

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

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

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

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

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

Series D Preferred Stock

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

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $96,847.

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2021

None.

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Series X Preferred Stock

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

Series X Preferred Stock Transactions During the Six Month Ended June 30, 2022

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

During the six months ended June 30, 2022, the Company accrued dividends in the amount of $30,282 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Six Months Ended June 30, 2021

During the six months ended June 30, 2021, the Company accrued dividends in the amount of $31,536 on the Series X Preferred Stock.

Stock Options

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

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03- 0.39		16,354,961		8.78	$	0.213		5,469,961	$	0.161
			16,354,961		8.78	$	0.213		5,469,961	$	0.161

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding at December 31, 2021		18,329,543		$	0.206
Granted		200,000		$	0.25
Expired		(2,174,582	)		0.155
Outstanding at June 30, 2022		16,354,961		$	0.213
Options vested and exercisable		5,469,961		$	0.161

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

During the three months ended June 30, 2022 and 2021, the Company charged the amount of approximately $135,295 and $195,000, respectively, for the vesting of stock options. During the six months ended June 30, 2022 and 2021, the Company charged the amount of approximately $302,310 and $201,000, respectively, for the vesting of stock options.

At June 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $2.2 million.

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

	June 30,			June 30,
	2022			2021
Volatility		143.6	%		167.8% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		3.04	%		0.82% to 1.69	%
Term (years)		5.00			5.00 to 10.00

Warrants

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2021		29,820,000	$	0.625
Granted		3,470,673	$	0.526
Exercised		-	$	-
Outstanding on June 30, 2022		33,290,673	$	0.615

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

	June 30,			June 30,
	2022			2021
Volatility		143.6 to 150.7	%		171.6% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		0.76% to 3.04	%		1.15% to 1.63	%
Term (years)		0.25 to 5.00			5.00 to 6.50

Note 10 – Commitments and Contingencies

Legal

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

Note 11 – Subsequent Events

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

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

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

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Lender”) and in respect of which the Company received proceeds of $255,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE

The amount payable at maturity will be $300,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 123,000 five-year warrants (the “Warrants”) and (2) 123,000 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos Iturregui (the “Lender”) and in respect of which the Company received proceeds of $25,000. Mr. Iturregui is a member of the Company’s Board of Directors.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott Nommsen (the “Lender”) and in respect of which the Company received proceeds of $50,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

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The amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H. Caplan (the “Lender”) and in respect of which the Company received proceeds of $50,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On August 3, 2022, the Company amended the maturity date of the Diamond Note 4 to the earlier of (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market.

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright (the “Lender”) and in respect of which the Company received proceeds of $102,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity of February 3, 2023.

The amount payable at maturity will be $120,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 49,200 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. 

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively, the “Lenders”) and in respect of which the Company received proceeds of $25,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity of February 3, 2023.

The amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lenders of such term, and such term, at the option of the Lenders, shall become a part of the Note. In addition, the Lenders will be issued in aggregate (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lenders may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

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

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

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

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

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

Business Summary

Our operating subsidiary, The Good Clinic^TM, produced increased operational results in the second quarter of 2022 as compared to the first quarter of 2022.

During the first quarter of 2022, The Good Clinic client visits were driven mainly by the demand for COVID-19 testing and vaccinations, which generally require shorter appointments. Even though the visits are briefer, these interactions with new clients allow us to demonstrate our differentiating clinic experience. As a result, we converted first-time customers into ongoing clients.

Metrics from the three months ended June 30, 2022:

•         The Good Clinic recorded a 45% quarter-over-quarter increase in unique (i.e., first-time) clients.

•         The total number of visits in the second quarter of 2022 increased by 11%, as compared to the first quarter of 2022.

•         The average length of appointment times increased during the second quarter of 2022, which we measure as minutes of care. There was a 112% increase in total care minutes during the second quarter of 2022, as compared to the first quarter of 2022, with the average minutes per visit increasing by 91%.

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

Results of Operations

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

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

Revenue

The Company recognized revenue of approximately $0.2 million for the three months ended June 30, 2022, compared to $8,200 for the three months ended June 30, 2021. The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Cost of Sales

The Company incurred approximately $0.6 million of cost of goods sold for the three months ended June 30, 2022, compared to $3,600 for the three months ended June 30, 2021. During the first quarter of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic. As such, the allocation of the expenses related to clinical staff were attributed to operating expenses and not cost of sales. The increase in cost of goods sold is the result of the opening and operating of The Good Clinic’s six locations and having in force payer relationships.

Gross (Loss) Profit

Our gross loss was approximately $0.4 million for the three months ended June 30, 2022, compared to gross profit of $4,600 for the three months ended June 30, 2021.

Operating Expenses

Our total operating expenses for the three months ended June 30, 2022, were approximately $2.3 million. For the comparable period in 2021, the operating expenses were approximately $1.4 million.

Operating expenses for the three months ended June 30, 2022, were comprised primarily of $1.4 million of payroll, payroll taxes and employee benefit expenses, $0.2 million in rent and utilities, $0.1 million in legal and professional fees; $0.1 million in marketing; $0.2 million in depreciation, $0.2 million in stock-based compensation expenses and $0.1 million in other operating costs.

Operating expenses for the three months ended June 30, 2021 were comprised primarily of $0.4 million of payroll and payroll taxes; $0.3 million of non-cash compensation, $0.2 million in legal and professional fees; $0.1 million in marketing, $0.1 million in consulting fees and $0.3 million in other operation costs.

Other Income and Expenses

Interest expense was approximately $0.9 million for the three months ended June 30, 2022, compared to approximately $1,100 for the three months ended June 30, 2021.

During the three months ended June 30, 2022, we recorded a loss on waiver and commitment fee shares of approximately $11,600.

During the three months ended June 30, 2022, we recorded a loss on the revaluation of derivative liabilities of approximately $0.2 million

During the three months ended June 30, 2021, we recorded a loss on legal settlement of $70,000.

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

Net loss

For the three months ended June 30, 2022, we had a net loss available to common shareholders of approximately $3.9 million, or a net loss per share, basic and diluted of ($0.02) compared to a net loss available to common shareholders of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.01), for the three months ended June 30, 2021.

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Comparison of the Six Months Ended June 30, 2022 and 2021

Revenue

The Company recognized revenue of approximately $0.3 million for the six months ended June 30, 2022, compared to $11,200 for the six months ended June 30, 2021. The increase in revenue is the result of the service and product revenue from The Good Clinic’s six locations.

Cost of Sales

The Company incurred approximately $1.2 million of cost of goods sold for the six months ended June 30, 2022, compared to $5,300 for the six months ended June 30, 2021. During the first and second quarters of 2021 there were only a few direct clinical services performed due to the lack of in force payer contracts and the newness of the clinic. As such, the allocation of the expenses related to clinical staff were attributed to operating expenses and not cost of sales. The increase in cost of goods sold is the result of the opening and operating of The Good Clinic’s six locations and having in force payer relationships.

Gross (Loss) Profit

Our gross loss was approximately $0.9 million for the six months ended June 30, 2022, compared to gross profit of $5,900 for the six months ended June 30, 2021.

Operating Expenses

Our total operating expenses for the six months ended June 30, 2022, were approximately $4.9 million. For the comparable period in 2021, the operating expenses were approximately $2.4 million.

Operating expenses for the six months ended June 30, 2022, were comprised primarily of $2.4 million of payroll, payroll taxes and employee benefit expenses, $0.5 million in rent and utilities, $0.4 million in legal and professional fees, $0.2 million in marketing; $0.3 million in consulting fees, $0.4 million in depreciation, $0.4 million in stock-based compensation expenses and $0.3 million in other operating costs.

Operating expenses for the six months ended June 30, 2021 were comprised primarily of $0.5 million of payroll and payroll taxes; $0.3 million of non-cash compensation, $0.6 million in legal and professional fees, $0.3 million in marketing, $0.3 million in consulting fees and $0.4 million in other operation costs.

Other Income and Expenses

Interest expense was approximately $1.7 million for the six months ended June 30, 2022, compared to approximately $1.0 million for the six months ended June 30, 2021.

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

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

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

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

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

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

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

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

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Net loss

For the six months ended June 30, 2022, we had a net loss available to common shareholders of approximately $7.6 million, or a net loss per share, basic and diluted of ($0.03) compared to a net loss available to common shareholders of approximately $4.3 million, or a net loss per share, basic and diluted of ($0.02), for the six months ended June 30, 2021.

Liquidity and Capital Resources

To date, we have not generated sufficient revenue from operations to support our operations. We have financed our operations through the sale of equity securities and short-term borrowings. As of June 30, 2022, we had cash of approximately $36,000 compared to cash of approximately $1.2 million as of December 31, 2021.

Net cash used in operating activities was approximately $4.0 million for the six months ended June 30, 2022. This is the result of our business development efforts pertaining to the start-up of the first six clinics. Cash used in operations for the six months ended June 30, 2021, was approximately $2.1 million.

Net cash used in investing activities was approximately $0.2 million for the six months ended June 30, 2022. The amounts relate to the purchase of fixed assets and leasehold improvement on our clinics. Net cash used for investing activities for the six months ended June 30, 2021 was $0.5 million.

Net cash provided by financing activities for the six months ended June 30, 2022, was approximately $3.1 million, consisting of proceeds from notes payable, net of discounts, of $3.3 million offset by principal payment on related party notes payable of $0.2 million. Net cash provided by financing activities for the six months ended June 30, 2021, was $4.3 million consisting of proceeds from a private placement offering of common stock of $1.7 million and $2.8 million from the sale of Series C Preferred Stock and warrants. Partially offsetting the proceeds was approximately $0.2 million of payment on notes payable.

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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 second quarter ended June 30, 2022, 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

None.

ITEM 1A. RISK FACTORS

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on April 5, 2022. There have been no material changes to the risk factors described in that report.

ITEM 2. SALE OF UNREGISTERED SECURITIES

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

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

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

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

On March 31, 2022, the Company issued 1,720,000 Commitment Fee Shares to AJB Capital Investors, LLC; see note 8. A Monte Carlo model was used to value the warrants and call features, and a probability weighted expected return model was used to value the True-Up Provision. The contractual price of the common stock $0.25 per share; valuation purposes, the common stock was valued at the market price on the date of the transaction of $0.12695 per share. The derivative liability was valued at $106,608 on the date of the transaction. The discount on the notes due to the Commitment Fee Shares and warrants was valued at $349,914. The Company recorded the amount of $226,106 to additional paid-in capital pursuant to this transaction.

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

39

On April 6, 2022, the Company issued an aggregate of 1,720,000 shares of commitment fee shares and Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock to Anson East Master Fund LP and Anson Investments Master Fund LP. The commitment fee shares were issued at an aggregate value of $359,480. The initial exercise price for the warrants is $0.50 per share.

On April 18, 2022, the Company issued 637,036 shares of commitment fee shares and Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock to GS Capital Partners. The commitment fee shares were issued at an aggregate value of $113,392. The initial exercise price for the warrants is $0.50 per share.

On April 27, 2022, the Company issued 96,471 shares of common stock with a contract price of $0.25 per share or $24,118 and a grant date market value of $0.16 or $15,434 to Larry Diamond, its Chief Executive Officer, as commitment fee shares as set forth and defined in Diamond Note 3.  The Company recorded these shares at their relative fair value of the components of Diamond Note 3, or $16,200, and recorded a loss in the amount of $765 on this transaction.  The Company also issued five-year warrants to purchase up to 96,471 shares of the Common Stock to Lawrence Diamond. The initial exercise price for the warrants is $0.50 per share.

On May 10, 2022, the Company issued 637,036 shares of commitment fee shares and Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock to Kishon Investments, LLC. The commitment fee shares were issued at an aggregate value of $94,918. The initial exercise price for the warrants is $0.50 per share.

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

On May 23, 2022, the Company issued 19,295 shares of common stock to Jessica Finnegan at a contractual price of $0.25 per share and a market price at issuance date of $0.1794 per share as commitment shares as set forth and defined in Finnegan Note 1. The Company recorded these shares at their relative fair value of the components of Finnegan Note 1, or $3,240, and recorded a gain in the amount of $222 on this transaction. The Company also issued five-year warrants to purchase 24,118 shares of common stock at a price of $0.50 to Ms. Finnegan pursuant to Finnegan Note 1.

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

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

ITEM 3. DEFAULTS ON SENIOR SECURED SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

40

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
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
3.12	Certificate of Incorporation of Trunity Holdings, Inc., as amended	S-1	3.12	2/10/2022
3.13	Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of Mitesco, Inc.	8-K	3.1	10/22/2021
4.1	Promissory Note in the principal amount of $750,000 dated March 17, 2022	8-K	4.1	03/24/2022
4.2	Promissory Note in the principal amount of $235,294 dated March 18, 2022	8-K	4.2	03/24/2022

41

		Form Type	Exhibit Number	Date Filed	Filed Herewith
10.1	Promissory Note between the Company and Michael C. Howe Living Trust, dated December 30, 2021	8-K	10.1	01/05/2022
10.2	Debt for Equity Exchange Agreement between the Company and Gardner Builders Holdings, LLC, dated January 7, 2022	8-K	10.1	02/02/2022
10.3	Form of Promissory Note and Form of Warrant Agreement	8-K	10.1	02/17/2022
10.4	Employment Agreement for Ms. Finnegan Dated January 12, 2022	8-K	10.1	03/03/2022
10.5	Securities Purchase Agreement, between Mitesco, Inc. and AJB Capital Investments, LLC, dated March 18, 2022	8-K	10.1	03/24/2022
10.6	Common Stock Purchase Warrant dated March 17, 2022	8-K	10.2	03/24/2022
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
99.1	Investor Presentation	8-K	99.3	03/03/2022
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.

42

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 period ended June 30, 2022, to be signed on its behalf by the undersigned, thereunto duly authorized.

	MITESCO, INC. F/K/A TRUE NATURE HOLDING, INC.
Dated: August 12, 2022	By:	/s/ Thomas Brodmerkel
		Thomas Brodmerkel
		Chief Financial Officer and Principal Financial Officer

43

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:  August 12, 2022

/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, Thomas Brodmerkel, 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:  August 12, 2022

/s/  Thomas Brodmerkel

Thomas Brodmerkel

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 period ended June 30, 2022, 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:  August 12, 2022

/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 period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, I, Thomas Brodmerkel, 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:  August 12, 2022

/s/ Thomas Brodmerkel

Thomas Brodmerkel

Chief Financial Officer and Principal Financial Officer

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
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		225,523,273
Amendment Flag	false
Entity Central Index Key	0000802257
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
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
Local Phone Number	383-8689
Title of 12(b) Security	N/A
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 35,821	$ 1,164,483
Accounts Receivable	114,064	44,313
Inventory	33,420	25,314
Prepaid expenses	125,762	72,985
Total current assets	309,067	1,307,095
Right to use operating leases, net	3,883,529	3,886,866
Construction in progress	943,689	1,984,701
Fixed assets, net of accumulated depreciation of $594,051 and $19,590	5,683,497	3,476,164
Total Assets	10,819,782	10,654,826
Current liabilities
Accounts payable and accrued liabilities	5,788,713	3,976,064
Accrued interest	79,530	7,657
Derivative liabilities	265,962	0
Lease liability - operating leases, current	260,700	161,838
Notes payable, net of discounts of $1,620,263 and $411,568	3,317,203	588,432
SBA Loan Payable	460,406	460,406
Other current liabilities	96,136	169,422
Preferred stock dividends payable	268,200	195,169
Total current liabilities	10,536,850	5,558,988
Lease Liability- operating leases, non-current	4,132,964	3,972,964
Total Liabilities	14,669,814	9,531,952
Commitments and contingencies
Stockholders' equity (deficit)
Common stock subscribed	36,575	132,163
Common stock, $0.01 par value, 500,000,000 shares authorized, 225,209,745 and 213,333,170 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	2,257,880	2,133,332
Additional paid-in capital	26,743,676	24,295,063
Accumulated deficit	(32,928,811)	(25,478,332)
Total stockholders' equity (deficit)	(3,850,032)	1,122,874
Total liabilities and stockholders' equity (deficit)	10,819,782	10,654,826
Series A Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock, Value	0	0
Series C Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock, Value	9,406	9,406
Series D Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock, Value	31,000	31,000
Series X Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock, Value	$ 242	$ 242

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Fixed assets, accumulated depreciation (in Dollars)	$ 594,051	$ 19,590
Notes payable, discounts (in Dollars)	$ 1,620,263	$ 411,568
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	225,209,745	213,333,170
Common stock, shares outstanding	225,209,745	213,333,170
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
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 issued	940,644	940,644
Preferred stock, shares outstanding	940,644	940,644
Series D Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued	3,100,000	3,100,000
Preferred stock, shares outstanding	3,100,000	3,100,000
Series X Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued	24,227	24,227
Preferred stock, shares outstanding	24,227	24,227

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue	$ 169,085	$ 8,244	$ 289,461	$ 11,216
Cost of goods sold	606,187	3,605	1,194,510	5,318
Gross (loss) profit	(437,102)	4,639	(905,049)	5,898
Operating expenses:
General and administrative	2,340,929	1,403,210	4,904,758	2,356,118
Total operating expenses	2,340,929	1,403,210	4,904,758	2,356,118
Net Operating Loss	(2,778,031)	(1,398,571)	(5,809,807)	(2,350,220)
Other income (expense):
Interest expense	(862,211)	(1,135)	(1,690,536)	(966,123)
Loss on legal settlement	0	(70,000)	0	(70,000)
(Loss) Gain on waiver and commitment fee shares	(11,619)	0	186,654	0
Gain on settlement of accrued salary	0	0	15,032	0
Loss (Gain) on settlement of accounts payable	0	0	(78,235)	6,045
Gain on settlement of notes payable	0	0	0	1,836
Grant income	0	52	0	52
Loss on revaluation of derivative liabilities	(153,424)	0	(73,587)	(493,455)
Total other expense	(1,027,254)	(71,083)	(1,640,672)	(1,521,645)
Loss before provision for income taxes	(3,805,285)	(1,469,654)	(7,450,479)	(3,871,865)
Provision for income taxes	0	0	0	0
Net loss	(3,805,285)	(1,469,654)	(7,450,479)	(3,871,865)
Preferred stock dividends	(80,392)	(54,115)	(160,084)	(74,614)
Preferred stock deemed dividends	0	0	0	(332,242)
Net loss available to common shareholders	$ (3,885,677)	$ (1,523,769)	$ (7,610,563)	$ (4,278,721)
Net loss per share - basic and diluted (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.03)	$ (0.02)
Weighted average shares outstanding - basic and diluted (in Shares)	221,523,073	201,678,218	217,634,736	194,455,386
Service [Member]
Revenue	$ 180,375	$ 8,244	$ 272,836	$ 11,216
Cost of goods sold	605,706	3,605	1,183,262	5,318
Product [Member]
Revenue	(11,290)	0	16,625	0
Cost of goods sold	$ 481	$ 0	$ 11,248	$ 0

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($)	Diamond Note 1 [Member] Additional Paid-in Capital [Member]	Diamond Note 1 [Member]	Discount on Note Payable Due to Warrants [Member] Additional Paid-in Capital [Member]	Discount on Note Payable Due to Warrants [Member]	Waiver Fee [Member] Common Stock [Member]	Waiver Fee [Member] Additional Paid-in Capital [Member]	Waiver Fee [Member] Stock Subscribed [Member]	Waiver Fee [Member]	Commitments [Member] Common Stock [Member]	Commitments [Member] Additional Paid-in Capital [Member]	Commitments [Member]	Stock Issued for Dividends Payable [Member] Series X Preferred Stock [Member] Common Stock [Member]	Stock Issued for Dividends Payable [Member] Series X Preferred Stock [Member] Additional Paid-in Capital [Member]	Stock Issued for Dividends Payable [Member] Series X Preferred Stock [Member]	Accounts Payable [Member] Common Stock [Member]	Accounts Payable [Member] Additional Paid-in Capital [Member]	Accounts Payable [Member]	Convertible Debt [Member] Common Stock [Member]	Convertible Debt [Member] Additional Paid-in Capital [Member]	Convertible Debt [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] Retained Earnings [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member] Preferred Stock [Member]	Series D Preferred Stock [Member]	Series X Preferred Stock [Member] Preferred Stock [Member]	Series X Preferred Stock [Member]	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]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscribed [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2020																												$ 262		$ 48					$ 1,553,812	$ 10,340,821		$ (14,437,168)	$ (2,542,225)
Balance (in Shares) at Dec. 31, 2020																												26,227		4,800					155,381,183
Vesting of shares issued to employees																																				7,897			7,897
Vesting of stock options issued to employees																																				201,294			201,294
Shares issued for exercise of stock options																																			$ 76,166	152,334	$ (41,000)		187,500
Shares issued for exercise of stock options (in Shares)																																			7,616,668
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)
Shares issued for services																																			$ 10,963	211,517			222,480
Shares issued for services (in Shares)																																			1,099,320
Shares of common stock issued for conversion of Preferred Stock																					$ (10,594)	$ 42,374	$ (31,780)							$ (48)	$ 6,000	$ (5,952)
Shares of common stock issued for conversion of Preferred Stock (in Shares)																		33,944,157			(1,059,356)	4,237,424								(4,800)	600,000
Deemed dividend on Preferred Stock																							126,000	$ (126,000)								$ 206,242	$ (206,242)
Warrants issued																							1,268,717		$ 1,268,717
Gain on settlement																																							0
Stock issued for payable																		$ 339,442	$ 2,314,353	$ 2,653,795					277,800
Stock issued for payable (in Shares)																		33,944,157			(1,059,356)	4,237,424								(4,800)	600,000
Sale of stock																					$ 30,000		1,461,283		1,491,283										$ 66,750	1,601,250			1,668,000
Sale of stock (in Shares)																					3,000,000														6,672,000
Preferred stock dividends																																		$ (1,000)		(74,614)			(74,614)
Net loss for the period																																						(3,871,865)	(3,871,865)
Balance at Jun. 30, 2021																					$ 19,406							$ 242							$ 2,081,887	17,920,912	(41,000)	(18,641,275)	1,340,172
Balance (in Shares) at Jun. 30, 2021																					1,940,644							24,227							208,188,705
Balance at Mar. 31, 2021																					$ 30,000							$ 262							$ 1,976,965	17,513,684		(17,171,621)	2,349,290
Balance (in Shares) at Mar. 31, 2021																					3,000,000							26,227							197,694,698
Vesting of shares issued to employees																																				3,889			3,889
Vesting of stock options issued to employees																																				195,352			195,352
Shares issued for exercise of stock options																																			$ 76,166	152,334	(41,000)		187,500
Shares issued for exercise of stock options (in Shares)																																			7,616,668
Net shares cancelled in connection with settlement agreement																												$ (20)							$ (13,620)	141,550			127,910
Net shares cancelled in connection with settlement agreement (in Shares)																												(2,000)							(1,362,047)
Shares issued for services																																			$ 2	(2)
Shares issued for services (in Shares)																																			1,962
Shares of common stock issued for conversion of Preferred Stock																					$ (10,594)	$ 42,374	$ (31,780)
Shares of common stock issued for conversion of Preferred Stock (in Shares)																					(1,059,356)	4,237,424
Stock issued for payable (in Shares)																					(1,059,356)	4,237,424
Preferred stock dividends																																				(54,115)			(54,115)
Net loss for the period																																						(1,469,654)	(1,469,654)
Balance at Jun. 30, 2021																					$ 19,406							$ 242							$ 2,081,887	17,920,912	(41,000)	(18,641,275)	1,340,172
Balance (in Shares) at Jun. 30, 2021																					1,940,644							24,227							208,188,705
Balance at Dec. 31, 2021																					$ 9,406					$ 31,000		$ 242							$ 2,133,332	24,295,063	132,163	(25,478,332)	$ 1,122,874
Balance (in Shares) at Dec. 31, 2021																					940,644					3,100,000		24,227							213,333,170				213,333,170
Issuance of shares (in Shares)																																							1,720,000
Balance at Mar. 31, 2022																					$ 9,406					$ 31,000		$ 242							$ 2,197,570	25,517,634	128,015	(29,123,526)	$ (1,239,659)
Balance (in Shares) at Mar. 31, 2022																					940,644					3,100,000		24,227							219,756,894
Balance at Dec. 31, 2021																					$ 9,406					$ 31,000		$ 242							$ 2,133,332	24,295,063	132,163	(25,478,332)	$ 1,122,874
Balance (in Shares) at Dec. 31, 2021																					940,644					3,100,000		24,227							213,333,170				213,333,170
Vesting of shares issued to employees																																				2,986			$ 2,986
Vesting of stock options issued to employees																																				302,310			302,310
Shares issued for services																																			$ 7,500	95,625			103,125
Shares issued for services (in Shares)																																			750,000
Shares of common stock issued for conversion of Preferred Stock (in Shares)												405,131			3,179,650
Issuance of shares					$ 22,617	$ 344,541		$ 367,158	$ 58,759	$ 1,069,899	$ 1,128,658																								$ 3,824	91,764	(95,588)
Issuance of shares (in Shares)					2,261,721				5,297,720																										382,353
Warrants issued	$ 2,914	$ 2,914	$ 2,213	$ 2,213																																63,005			63,005
Gain on settlement																																			$ (4,000)	4,000			(78,235)
Gain on settlement (in Shares)																																			(400,000)
Stock issued for payable												$ 4,051	$ 83,002	$ 87,053	$ 31,797	$ 546,438	$ 578,235
Stock issued for payable (in Shares)												405,131			3,179,650
Preferred stock dividends																									$ (42,078)		$ (96,847)		$ (31,536)							(160,084)			(160,084)
Net loss for the period																																						(7,450,479)	(7,450,479)
Balance at Jun. 30, 2022																					$ 9,406					$ 31,000		$ 242							$ 2,257,880	26,743,676	36,575	(32,928,811)	$ (3,850,032)
Balance (in Shares) at Jun. 30, 2022																					940,644					3,100,000		24,227							225,209,745				225,209,745
Balance at Mar. 31, 2022																					$ 9,406					$ 31,000		$ 242							$ 2,197,570	25,517,634	128,015	(29,123,526)	$ (1,239,659)
Balance (in Shares) at Mar. 31, 2022																					940,644					3,100,000		24,227							219,756,894
Vesting of shares issued to employees																																				1,474			1,474
Vesting of stock options issued to employees																																				135,295			135,295
Shares issued for services																																			$ 7,500	95,625			103,125
Shares issued for services (in Shares)																																			750,000
Shares of common stock issued for conversion of Preferred Stock (in Shares)												405,131
Issuance of shares					$ 7,200	$ 84,240	$ (91,440)		$ 41,559	$ 843,793	$ 885,352
Issuance of shares (in Shares)					720,000				3,577,720
Warrants issued																																				63,005			63,005
Stock issued for payable												$ 4,051	$ 83,002	$ 87,053
Stock issued for payable (in Shares)												405,131
Preferred stock dividends																																				(80,392)			(80,392)
Net loss for the period																																						(3,805,285)	(3,805,285)
Balance at Jun. 30, 2022																					$ 9,406					$ 31,000		$ 242							$ 2,257,880	$ 26,743,676	$ 36,575	$ (32,928,811)	$ (3,850,032)
Balance (in Shares) at Jun. 30, 2022																					940,644					3,100,000		24,227							225,209,745				225,209,745

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (7,450,479)	$ (3,871,865)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	417,340	36,456
Amortization of right-to-use asset	292,292	24,692
Net gain on settlement of notes payable	0	(1,836)
Financing cost - waiver fee shares	565,431	0
Gain on waiver fee shares	(198,273)	0
Loss on commitment shares	11,619	0
Gain on conversion of accrued salary	(15,032)	0
(Gain) loss on revaluation of derivative liabilities	73,587	493,455
Loss on settlement of accounts payable	78,235	0
Amortization of discount on notes payable	1,017,861	756,795
Share-based compensation	305,296	559,579
Changes in assets and liabilities:
Accounts receivables	(69,751)	(1,133)
Prepaid expenses	50,348	(28,843)
Due from related party	0	(26,163)
Inventory	(8,106)	(2,109)
Accounts payable and accrued liabilities	934,220	(291,463)
Operating lease liability, net	(30,093)	14,082
Other current liabilities	(73,286)	880
Accrued interest	71,873	203,447
Net cash used in operating activities	(4,026,918)	(2,134,026)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets and construction in progress	(190,200)	(495,359)
Net cash used in investing activities	(190,200)	(495,359)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement of common stock	0	1,668,000
Proceeds from sales of Preferred Stock, net of fees	0	2,760,000
Proceeds from notes payable - related parties, net of discounts	1,511,250	0
Proceeds from notes payable, net of discounts	1,812,500	0
Principal payments on notes payable related parties	(235,294)	0
Principal payments on notes payable	0	(177,534)
Net cash provided by financing activities	3,088,456	4,250,466
Net increase in cash and cash equivalents	(1,128,662)	1,621,081
Cash and cash equivalents at beginning of period	1,164,483	64,789
Cash and cash equivalents at end of period	35,821	1,685,870
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	2,680	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for conversion of debt and accrued interest	0	2,653,795
Settlement of derivative liabilities	0	(1,301,137)
Preferred stock dividend	160,084	74,614
Deemed dividends on Preferred Stock	0	332,242
Conversion of payable to common stock	0	50,000
Capital expenditures included in accounts payable	4,289,816	0
Accounts Payable [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of payable to common stock	500,000	102,333
Series A Preferred Stock [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred stock dividend		1,000
Conversion of Preferred stock to common stock	0	6,000
Series C Preferred Stock [Member]
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Preferred stock dividend	42,078
Conversion of Preferred stock to common stock	$ 0	$ 31,781

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Description of Business

6 Months Ended

Jun. 30, 2022

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, the Company restructured its operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, the Company completed a “spin out” of its former business line. On April 24, 2020, the Company changed its name to Mitesco, Inc.

Since 2020, the Company’s 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, the Company formed a wholly owned subsidiary, The Good Clinic LLC, a Colorado limited liability company for its clinic business.

The Company opened its first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have six operating at the time of this filing. The Company intends on opening up to 50 new clinics in the next three years, in addition to any existing sites it might acquire.

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Financial Condition, Going Concern and Management Plans

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

Note 2 - Financial Condition, Going Concern and Management Plans

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

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

On November 11, 2021, the Company filed a registration statement on form S-1 in connection with a planned up-list to a national exchange; on June 30, 2022 the Company its third amendment to the S-1; and on August 3, 2022, the Company files its fourth amendment to the S-1.

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

Between December 30, 2021 through the date of this filing, the Company has entered into a total $5.0 million of promissory notes with certain related parties and other note holders. All notes carry a 10% interest rate per annum, accruing in monthly installments. These notes have been used to fund 2022 operations to date.

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

The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued.

As of June 30, 2022, the Company had cash and cash equivalents of $36,000, current liabilities of $10.5 million, and has incurred a loss from operations. The Company intends to a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern for one year from the date the financial statements are issued. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

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

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020. The June 30, 2022 balance, including accrued interest, was approximately $470,400.

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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Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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

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

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

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

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

Cash - The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company had cash and cash equivalents of approximately $36,000 as of June 30, 2022, and $1.2 million as of December 31, 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

New Accounting Standards

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

Recent Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for 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 condensed consolidated financial statements.

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

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Net Loss Per Share Applicable to Common Shareholders

6 Months Ended

Jun. 30, 2022

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 six months ended June 30, 2022, and 2021, respectively:

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net loss applicable to common shareholders	$	(3,885,677	)	$	(1,523,769	)	$	(7,610,563	)	$	(4,278,721	)
Denominator:
Weighted average common shares outstanding		221,523,073			201,678,218			217,634,736			194,455,386
Net loss per share:
Basic and diluted	$	(0.02	)	$	(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 June 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

	For the Six Months Ended
	June 30,
	2022		2021
Common stock options		16,354,961		11,696,211
Common stock purchase warrants		33,290,673		12,600,000
Convertible Preferred Stock Series C		4,362,575		8,150,705
Accrued interest on Preferred Stock		480,056		376,803
Potentially dilutive securities		54,488,265		32,823,719

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Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 5 – Related Party Transactions

For the six months ended June 30, 2022:

Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and had a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022) or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.  The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. An original issue discount in the amount of $150,000 was recorded. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $1,000,000; $116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $33,493.

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The warrants have an aggregate commitment date fair value of $2,914. At June 30, 2022, the principal balance of this note was $175,000; $20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,373.

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. The warrants have an aggregate commitment date fair value of $2,213. All amounts due for The Diamond Note, with the exception of $23,529, was paid on April 8, 2022. $23,529 remained outstanding as of June 30, 2022.

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

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

On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 3 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022) (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note 3 was $200,000 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $235,294; $13,858 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $21,436.

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond. The principal amount of the Diamond Note 4 is $47,059.00, carries a 10% interest rate per annum, payable in monthly installments, and had an initial maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. On August 3, 2022, the maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market. The purchase price of the Diamond Note 4 payable to us for the Diamond Note 4was $40,000 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 4 contains a “most favored nations” clause that provides that, so long as the Diamond Note 4is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Note. In addition, Mr. Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock as commitment shares. At June 30, 2022, the principal balance of this note was $47,059; $1,862 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,197.

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan.  The principal amount of the Finnegan Note 1 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. The purchase price of the Finnegan Note 1 was $40,000 resulting in an original issue discount of $7,059 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 1 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, we shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Note. In addition, Ms. Finnegan will be issued (1) 19,295 five-year warrants with a fair value of $2,000 (the “May 18 Finnegan Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value of $3,240 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,005. At June 30, 2022, the principal balance of this note was $47,059; $3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $13,162.

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

The May 26 Notes carry a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes. In addition, the May 26 Lenders will be issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) and (2) 84,412 shares of Common Stock as commitment shares. The May 26 Warrants have an initial exercise price of $0.50 per share. The May 26 Warrants are not exercisable for six months following their issuance. The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement. At June 30, 2022, the principal balance of these notes were $205,883; $6,631 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discounts at June 30, 2022 were $24,252.

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

The Howe Note carries a 10% interest rate per annum, payable in monthly installments. The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The amount payable at maturity will be $300,000 plus 10% of that amount plus any accrued and unpaid interest. In addition, the Company issued (1) 123,000 five-year warrants with a fair value of $21,500 and (2) 123,000 shares of Common Stock with a market value of $44,000 as commitment shares. The Warrants have an initial exercise price of $0.50 per share and are not exercisable for six months following their issuance. At June 30, 2022, the principal balance of this note was $300,000; $5,798 of the original issue discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 were $39,202.

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

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Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 6 – Accounts Payable and Accrued Liabilities

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

	June 30,		December 31,
	2022		2021
Trade accounts payable	$	5,447,673	$	3,933,305
Accrued payroll and payroll taxes		341,040		23,554
Other		-		19,205
Total accounts payable and accrued liabilities	$	5,788,713	$	3,976,064

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Right to Use Assets and Lease Liabilities - Operating Leases

6 Months Ended

Jun. 30, 2022

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

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

The Company has operating leases for its clinic with a remaining lease term of approximately 7.2 years. The Company’s lease expense was entirely comprised of operating leases. Lease expense for the three months ended June 30, 2022 and 2021 amounted to approximately $199,800 and $38,500, respectively. Lease expense for the six months ended June 30, 2022 and 2021 amounted to approximately $389,300 and $59,200, respectively.

The Company’s ROU asset amortization for the three months ended June 30, 2022 and 2021 was approximately $85,200 and $18,500, respectively. The Company’s ROU asset amortization for the six months ended June 30, 2022 and 2021 was approximately $165,700 and $24,700, respectively.

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

As of June 30, 2022, the Company had total operating lease liabilities of approximately $4.4 million and right-of-use assets of approximately $3.9 million, which were included in the condensed consolidated balance sheet.

Right to use assets – operating leases are summarized below:
	June 30,		December 31,
	2022		2021
Right to use assets, net	$	3,883,529	$	3,886,866

Right to use assets – operating leases are summarized below:
	June 30,			December 31,
	2022			2021
Lease liability	$	4,393,664		$	4,134,802
Less: current portion		(260,700	)		(161,838	)
Lease liability, non-current	$	4,132,964		$	3,972,964

Maturity analysis under these lease agreements are as follows:
For the twelve months ended June 30, 2023	$	746,876
For the twelve months ended June 30, 2024		907,369
For the twelve months ended June 30, 2025		897,472
For the twelve months ended June 30, 2026		916,801
For the twelve months ended June 30, 2027		937,074
Thereafter		2,361,735
Total		6,767,327
Less: Present value discount		(2,373,663	)
Lease liability	$	4,393,664

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Debt

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8 – Debt

Howe Note 1

Mitesco, Inc. (the “Company”) issued a 10% Promissory Note (the “Howe Note 1”) due June 30, 2022, dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six months from the date of execution (on July 19, 2022 this date was extended to September 10, 2022), or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. An original issue discount in the amount of $150,000 was recorded. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $1,000,000; $116,507 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $33,493.

Warrants. As further consideration for the Purchase Price payable hereunder, promptly following the Issue Date, the Borrower shall issue to the Lender two common stock purchase warrants, entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. 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 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. Given the current stock price is less than the exercise price of the warrants, the warrants have no value.

Diamond Note 1

The Company issued a 10% Promissory Note due August 14, 2022, dated February 14, 2022 (the “Diamond Note 1”), to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Diamond Note 1 is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The warrants have an aggregate commitment date fair value of $2,914. At June 30, 2022, the principal balance of this note was $175,000; $20,877 of the original issue discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining original issue discount at June 30, 2022 was $5,373.

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

Diamond Note 2

The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note 2”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 2 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. The warrants have an aggregate commitment date fair value of $2,213. All amounts due for The Diamond Note, with the exception of $23,529, was paid on April 8, 2022. $23,529 remained outstanding as of June 30, 2022.

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

AJB Capital Note

On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior to its maturity (the “True-Up Provision”), (ii) a promissory note in the aggregate principal amount of $750,000, and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $675,000, resulting in an original issue discount of $75,000; the warrants had a commitment date fair value of $24,952; and the commitment fee shares had a commitment date fair value of $324,962, resulting in a total discount in the amount of $424,914. The Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment as described herein. The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $616,250, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees. $194,656 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $230,258. At June 30, 2022, the principal balance of this note was $750,000.

Anson East Master Fund LP and Anson Investments Master Fund LP

On April 6, 2022, the Company entered into separate Securities Purchase Agreement with each of Anson East Master Fund LP and Anson Investments Master Fund LP with respect to the sale and issuance to AEMF and AIMF of: (i) an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity, (ii) promissory notes in the aggregate principal amount of $750,000 (the “Notes”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Notes and Warrants were issued on April 6, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreements. The notes were issued in a total principal amount of $750,000 for a total purchase price of $675,000, resulting in an original issue discount of $75,000; the warrants had an aggregate commitment date fair value of $168,130; and the commitment shares had an aggregate commitment date fair value of $563,665, resulting in a total discount in the amount of $638,665. $160,121 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $478,544. At June 30, 2022, the principal balance of this note was $750,000.

GS Capital Partners

On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity, (ii) promissory note in the principal amount of $277,777, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. The notes were issued in a total principal amount of $277,777 for a total purchase price of $250,000, resulting in an original issue discount of $27,777; the warrants had an aggregate commitment date fair value of $26,846; and the commitment shares had an aggregate commitment date fair value of $135,312. The Company also recorded a discount in the amount of $22,500 for the costs of financing, resulting in a total discount in the amount of $212,435. $54,386 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $159,049. At June 30, 2022, the principal balance of this note was $277,777.

Diamond Note 3

On April 27, 2022, the Company issued a 10% Promissory Note due June 30, 2022 (the “Diamond Note 3”) to Lawrence Diamond (the “Lender”). Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note 3 is $235,294, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022), (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note 3 payable to the Company for the Diamond Note 3 was $200,000 resulting in an original issue discount of $35,294 and was funded on April 27, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $23,529. The Company also issued 96,471 shares of stock with a value of $16,200 as a commitment fee and five-year warrants with a fair value of $8,800 to purchase 96,471 shares of common stock at a price of $0.50 per share; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $83,823. Following an event of default, as defined in the Diamond Note 3, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 3 contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 3, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. At June 30, 2022, the principal balance of this note was $235,294; $34,861 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $48,962.

Kishon Investments, LLC

On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Kishon Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock (the “Warrants”) at an initial exercise price of $0.50 per share, subject to adjustment. The Note and Warrants were issued on May 10, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. The note was issued in a total principal amount of $277,777 for a total purchase price of $250,000, resulting in an original issue discount of $27,777; the warrants had an aggregate commitment date fair value of $15,780; and the commitment shares had an aggregate commitment date fair value of $122,712, resulting in a total discount in the amount of $166,269. $32,463 of the discount was amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 was $133,806. At June 30, 2022, the principal balance of this note was $277,777.

Diamond Note 4

The Company issued a 10% Promissory Note due as described below (the “Diamond Note 4”), dated May 18, 2022, to Lawrence Diamond. The principal amount of the Diamond Note 4 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and had a maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. On August 3, 2022, the maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market. The purchase price of the Diamond Note 4payable to us for the Diamond Note 4was $40,000, resulting in an original issue discount of $7,059, and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Diamond Note 4, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note 4contains a “most favored nations” clause that provides that, so long as the Diamond Note 4is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note 4, we shall notify Mr. Diamond of such term, and such term, at the option of Mr. Diamond, shall become a part of the Note. In addition, Mr. Diamond will be issued (1) 19,294 five-year warrants (the “May 18 Diamond Warrants”) with a fair value of $2,960 that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,294 shares of Common Stock with a value of $3,160 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,885. At June 30, 2022, the principal balance of this note was $47,059; $5,392 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discount at June 30, 2022 were $12,493.

Finnegan Note 1

On May 23, 2022, the Company issued a 10% Promissory Note due as described below (the “Finnegan Note 1”) to Jessica Finnegan. The principal amount of the Finnegan Note 1 is $47,059, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000. The purchase price of the Finnegan Note 1 was $40,000 resulting in an original issue discount of $7,059 and was funded on May 18, 2022. The amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the amount of $4,706. Following an event of default, as defined in the Finnegan Note 1, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the Finnegan Note 1 is outstanding, if we issue any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, we shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Note. In addition, Ms. Finnegan will be issued (1) 19,295 five-year warrants with a fair value of $2,000 (the “May 18 Finnegan Warrants”) that may be exercised on substantially the same terms as the Series A warrant issued in connection with our Series D Convertible Preferred Stock and (2) 19,295 shares of Common Stock with a value of $3,240 as commitment shares; these amounts were charged to discount on the note, resulting in a total discount on this note in the amount of $17,005. At June 30, 2022, the principal balance of this note was $47,059; $3,843 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $13,162.

May 26, 2022 Notes

The Company issued five 10% Promissory Notes due as described below (collectively, the “May 26 Notes”), dated May 26, 2022, to Larry Diamond, Jenny Lindstrom, and other related parties (the “May 26 Lenders”), in the aggregate principal amount of $205,883.

The May 26 Notes carry a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE. The aggregate principal amount payable at maturity will be $205,883 plus 10% of that amount plus any accrued and unpaid interest, resulting in an aggregate premium and related discount in the amount of $20,588. The aggregate amount funded was $175,000 resulting in an original issue discount of $30,883. Following an event of default, as defined in the May 26 Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The May 26 Notes contain a “most favored nations” clause that provides that, so long as the May 26 Notes are outstanding, if we issue any new security, which the May 26 Lenders reasonably believe contains a term that is more favorable than those in the May 26 Notes, we shall notify the May 26 Lenders of such term, and such term, at the option of the May 26 Lenders, shall become a part of the May 26 Notes. In addition, the May 26 Lenders were issued in the aggregate (1) 84,412 five-year warrants (the “May 26 Warrants”) with an aggregate fair value of $8,750 and (2) 84,412 shares of Common Stock as commitment shares with an aggregate value of $14,175; these amounts were charged to discount on the note, resulting in an aggregate discount on these notes in the amount of $74,396. The May 26 Warrants have an initial exercise price of $0.50 per share. The May 26 Warrants are not exercisable for six months following their issuance. The May 26 Lenders may exercise the May 26 Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the May 26 Warrants are not then registered pursuant to an effective registration statement. At June 30, 2022, the principal balance of these notes was $205,883; $6,631 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $24,252.

June 9, 2022 Notes

The Company issued two 10% Promissory Notes due as described below (individually, the “Howe Note” and the “Dragon Note”, and collectively, the “June 9 Notes”), dated June 9, 2022, to Michael C. Howe Living Trust and Dragon Dynamic Funds Platform Ltd. (the “June 9 Lenders”) in the aggregate principal amount of $888,235. Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of the Company’s subsidiaries.

The June 9 Notes carry a 10% interest rate per annum, payable in monthly installments. The Howe Note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The Dragon Note has a maturity date that is the earlier of (i) December 9, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE. The aggregate amount payable at maturity will be $888,235 plus 10% of that amount plus any accrued and unpaid interest, resulting in a premium and related discount in the aggregate amount of $58,824. The aggregate amount funded was $755,000 resulting in an original issue discount of $133,235. In addition, the June 9 Lenders will be issued in the aggregate (1) 364,176 five-year warrants (the “June 9 Warrants”) with a fair value of $32,465 and (2) 364,176 shares of Common Stock with a value of $66,440 as commitment shares; these amounts were charged to discount on the note. The Company also paid issuance costs related to these notes in the aggregate amount of $77,500 which were charged to discount on the notes, resulting in an aggregate discount on these notes in the amount of $368,464. The June 9 Warrants have an initial exercise price of $0.50 per share. The June 9 Warrants are not exercisable for six months following their issuance. At June 30, 2022, the principal balance of these notes were $888,235; $45,607 of the discounts were amortized to interest expense during the six months ended June 30, 2022, and the remaining discounts at June 30, 2022 were $322,857.

PPP Loan

During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or “PPP”, established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of approximately $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020. The June 30, 2022 balance, including accrued interest, was $470,375.

These amounts are reflected in the table below:

Notes Payable Table 1:

	June 30,			December 31,
	2022			2021
Notes Payable	$	4,937,466		$	1,000,000
PPP Loan		460,406			460,406
		5,397,872			1,460,406
Less: Discounts		(1,620,263	)		(411,568	)
Notes payable - net of discounts	$	3,777,609		$	1,048,838
Current Portion, net of discounts	$	3,777,609		$	1,048,838
Long-term portion, net of discounts	$	-		$	-

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Stockholders’ Equity (Deficit)

6 Months Ended

Jun. 30, 2022

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; 225,209,745 shares were issued and outstanding on June 30, 2022.

Common Stock Transactions During the Six Months Ended June 30, 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Common Stock Transactions During the Six Months Ended June 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.

Also, during the six months ended June 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 $201,294 to operations in connection with the vesting of options granted to its officers and board members.

Preferred Stock

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

Series A Preferred Stock

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2022

None.

Series A Preferred Stock Transactions During the Six Months Ended June 30, 2021

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

Series C Preferred Stock

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series C Preferred Stock in the amount of $32,955.

Series C Preferred Stock Transactions During the Six Months Ended June 30, 2021

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

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

The Series C Preferred Stock has the following terms:

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

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

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

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

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

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

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

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

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

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

Series D Preferred Stock

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

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2022

During the six months ended June 30, 2022, the Company accrued dividends on the Series D Preferred Stock in the amount of $96,847.

Series D Preferred Stock Transactions During the Six Months Ended June 30, 2021

None.

Series X Preferred Stock

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

Series X Preferred Stock Transactions During the Six Month Ended June 30, 2022

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

During the six months ended June 30, 2022, the Company accrued dividends in the amount of $30,282 on the Series X Preferred Stock.

Series X Preferred Stock Transactions During the Six Months Ended June 30, 2021

During the six months ended June 30, 2021, the Company accrued dividends in the amount of $31,536 on the Series X Preferred Stock.

Stock Options

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

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03- 0.39		16,354,961		8.78	$	0.213		5,469,961	$	0.161
			16,354,961		8.78	$	0.213		5,469,961	$	0.161

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding at December 31, 2021		18,329,543		$	0.206
Granted		200,000		$	0.25
Expired		(2,174,582	)		0.155
Outstanding at June 30, 2022		16,354,961		$	0.213
Options vested and exercisable		5,469,961		$	0.161

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

During the three months ended June 30, 2022 and 2021, the Company charged the amount of approximately $135,295 and $195,000, respectively, for the vesting of stock options. During the six months ended June 30, 2022 and 2021, the Company charged the amount of approximately $302,310 and $201,000, respectively, for the vesting of stock options.

At June 30, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $2.2 million.

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

	June 30,			June 30,
	2022			2021
Volatility		143.6	%		167.8% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		3.04	%		0.82% to 1.69	%
Term (years)		5.00			5.00 to 10.00

Warrants

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2021		29,820,000	$	0.625
Granted		3,470,673	$	0.526
Exercised		-	$	-
Outstanding on June 30, 2022		33,290,673	$	0.615

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

	June 30,			June 30,
	2022			2021
Volatility		143.6 to 150.7	%		171.6% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		0.76% to 3.04	%		1.15% to 1.63	%
Term (years)		0.25 to 5.00			5.00 to 6.50

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 10 – Commitments and Contingencies

Legal

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

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 11 – Subsequent Events

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

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

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

On July 21, 2022, the Company issued a 10% Promissory Notes due to Michael C Howe Living Trust (the “Lender”) and in respect of which the Company received proceeds of $255,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE

The amount payable at maturity will be $300,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 123,000 five-year warrants (the “Warrants”) and (2) 123,000 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 21, 2022, the Company issued a 10% Promissory Notes due to Juan Carlos Iturregui (the “Lender”) and in respect of which the Company received proceeds of $25,000. Mr. Iturregui is a member of the Company’s Board of Directors.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 26, 2022, the Company issued a 10% Promissory Notes due to Erik Scott Nommsen (the “Lender”) and in respect of which the Company received proceeds of $50,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On July 27, 2022, the Company issued a 10% Promissory Notes due to James H. Caplan (the “Lender”) and in respect of which the Company received proceeds of $50,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE.

The amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued (1) 24,117 five-year warrants (the “Warrants”) and (2) 24,117 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lender may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

On August 3, 2022, the Company amended the maturity date of the Diamond Note 4 to the earlier of (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market.

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jack Enright (the “Lender”) and in respect of which the Company received proceeds of $102,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity of February 3, 2023.

The amount payable at maturity will be $120,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 49,200 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. 

On August 4, 2022, the Company issued a 10% Promissory Notes due to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively, the “Lenders”) and in respect of which the Company received proceeds of $25,000.

The Note carries a 10% interest rate per annum, accrued monthly and payable at maturity. The note has a maturity of February 3, 2023.

The amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Notes, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lenders of such term, and such term, at the option of the Lenders, shall become a part of the Note. In addition, the Lenders will be issued in aggregate (1) 12,059 five-year warrants (the “Warrants”) and (2) 12,059 shares of Common Stock as commitment shares (“Commitment Shares”). The Commitment Shares are priced at $0.25. The Warrants have an initial exercise price of $0.50 per share. The Warrants are not exercisable for six months following their issuance. The Lenders may exercise the Warrants on a cashless basis if after the six-month anniversary of date of issuance, the shares of Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

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

Use of Estimates, 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 $36,000 as of June 30, 2022, and $1.2 million as of December 31, 2021.

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:

Revenue [Policy Text Block]

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

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

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

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.

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.

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 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 condensed consolidated financial statements.

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

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Property, Plant and Equipment [Table Text Block]

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)

6 Months Ended

Jun. 30, 2022

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 six months ended June 30, 2022, and 2021, respectively:

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net loss applicable to common shareholders	$	(3,885,677	)	$	(1,523,769	)	$	(7,610,563	)	$	(4,278,721	)
Denominator:
Weighted average common shares outstanding		221,523,073			201,678,218			217,634,736			194,455,386
Net loss per share:
Basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

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

As of June 30, 2022, and 2021, the following shares were issuable and excluded from the calculation of diluted loss:

	For the Six Months Ended
	June 30,
	2022		2021
Common stock options		16,354,961		11,696,211
Common stock purchase warrants		33,290,673		12,600,000
Convertible Preferred Stock Series C		4,362,575		8,150,705
Accrued interest on Preferred Stock		480,056		376,803
Potentially dilutive securities		54,488,265		32,823,719

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Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

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

	June 30,		December 31,
	2022		2021
Trade accounts payable	$	5,447,673	$	3,933,305
Accrued payroll and payroll taxes		341,040		23,554
Other		-		19,205
Total accounts payable and accrued liabilities	$	5,788,713	$	3,976,064

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

6 Months Ended

Jun. 30, 2022

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

Right to use assets – operating leases are summarized below:
	June 30,		December 31,
	2022		2021
Right to use assets, net	$	3,883,529	$	3,886,866

Right to use assets – operating leases are summarized below:
	June 30,			December 31,
	2022			2021
Lease liability	$	4,393,664		$	4,134,802
Less: current portion		(260,700	)		(161,838	)
Lease liability, non-current	$	4,132,964		$	3,972,964

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

Maturity analysis under these lease agreements are as follows:
For the twelve months ended June 30, 2023	$	746,876
For the twelve months ended June 30, 2024		907,369
For the twelve months ended June 30, 2025		897,472
For the twelve months ended June 30, 2026		916,801
For the twelve months ended June 30, 2027		937,074
Thereafter		2,361,735
Total		6,767,327
Less: Present value discount		(2,373,663	)
Lease liability	$	4,393,664

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Debt (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Notes Payable Table 1:

	June 30,			December 31,
	2022			2021
Notes Payable	$	4,937,466		$	1,000,000
PPP Loan		460,406			460,406
		5,397,872			1,460,406
Less: Discounts		(1,620,263	)		(411,568	)
Notes payable - net of discounts	$	3,777,609		$	1,048,838
Current Portion, net of discounts	$	3,777,609		$	1,048,838
Long-term portion, net of discounts	$	-		$	-

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Stockholders’ Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

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

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

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
prices		outstanding		life (years)		options		exercisable		options
$	0.03- 0.39		16,354,961		8.78	$	0.213		5,469,961	$	0.161
			16,354,961		8.78	$	0.213		5,469,961	$	0.161

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

Transactions involving stock options are summarized as follows:

	Shares			Weighted- Average Exercise Price ($)
Outstanding at December 31, 2021		18,329,543		$	0.206
Granted		200,000		$	0.25
Expired		(2,174,582	)		0.155
Outstanding at June 30, 2022		16,354,961		$	0.213
Options vested and exercisable		5,469,961		$	0.161

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

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

	June 30,			June 30,
	2022			2021
Volatility		143.6	%		167.8% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		3.04	%		0.82% to 1.69	%
Term (years)		5.00			5.00 to 10.00

	June 30,			June 30,
	2022			2021
Volatility		143.6 to 150.7	%		171.6% to 183.5	%
Dividends	$	-		$	-
Risk-free interest rates		0.76% to 3.04	%		1.15% to 1.63	%
Term (years)		0.25 to 5.00			5.00 to 6.50

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

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

	Shares		Weighted- Average Exercise Price ($)
Outstanding on December 31, 2021		29,820,000	$	0.625
Granted		3,470,673	$	0.526
Exercised		-	$	-
Outstanding on June 30, 2022		33,290,673	$	0.615

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Financial Condition, Going Concern and Management Plans (Details) - USD ($)					6 Months Ended
	Jan. 07, 2022	Jan. 05, 2022	Nov. 19, 2021	Jul. 21, 2020	Jun. 30, 2022	Feb. 14, 2022	Dec. 31, 2021	Dec. 30, 2021	Oct. 18, 2021	Jun. 23, 2021	Dec. 31, 2020	Apr. 25, 2020
Financial Condition, Going Concern and Management Plans (Details) [Line Items]
Unit Description			(a) one share of a newly formed Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s Common Stock at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share
Preferred Stock, Shares Authorized (in Shares)											100,000,000
Debt Instrument, Face Amount								$ 5,000,000				$ 460,400
Debt Instrument, Interest Rate, Stated Percentage						10.00%		10.00%
Common Stock, Par or Stated Value Per Share (in Dollars per share)					$ 0.01		$ 0.01			$ 0.01
Debt Conversion, Converted Instrument, Amount		$ 500,000
Other Accrued Liabilities, Current	$ 294,912.56	$ 294,912			$ 0		$ 19,205
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 0.25	$ 0.25
Cash and Cash Equivalents, at Carrying Value					35,821		1,164,483
Liabilities, Current					$ 10,536,850		$ 5,558,988
Proceeds from Loans				$ 470,400
Accounts Payable [Member]
Financial Condition, Going Concern and Management Plans (Details) [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 500,000
Series D Preferred Stock [Member]
Financial Condition, Going Concern and Management Plans (Details) [Line Items]
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants			$ 3,100,000
Unit Price Per Unit (in Dollars per share)			$ 1
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)			$ 0.01		$ 0.01		$ 0.01		$ 1.05
Preferred Stock, Shares Authorized (in Shares)					10,000,000				10,000,000
Preferred Stock, Convertible, Conversion Price (in Dollars per share)									$ 0.25
Preferred Stock Offering					$ 3,100,000
Restricted Stock [Member]
Financial Condition, Going Concern and Management Plans (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	3,179,650	3,179,650

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Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 35,821	$ 1,164,483

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Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment	6 Months Ended
	Jun. 30, 2022
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Term of lease

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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		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss applicable to common shareholders	$ (3,885,677)	$ (1,523,769)	$ (7,610,563)	$ (4,278,721)
Denominator:
Weighted average common shares outstanding	221,523,073	201,678,218	217,634,736	194,455,386
Net loss per share:
Basic and diluted	$ (0.02)	$ (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	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	54,488,265	32,823,719
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	16,354,961	11,696,211
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,290,673	12,600,000
Series C Preferred Stock [Member] | 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	4,362,575	8,150,705
Accrued Interest [Member] | 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	480,056	376,803

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Related Party Transactions (Details) - USD ($)														3 Months Ended		6 Months Ended
	Aug. 03, 2022	Jun. 13, 2022	Jun. 09, 2022	May 26, 2022	May 23, 2022	May 18, 2022	Apr. 27, 2022	Mar. 22, 2022	Mar. 18, 2022	Feb. 14, 2022	Dec. 30, 2021	Jun. 23, 2021	Mar. 25, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Apr. 08, 2022	Dec. 31, 2021	Apr. 25, 2020
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount											$ 5,000,000									$ 460,400
Debt Instrument, Interest Rate, Stated Percentage										10.00%	10.00%
Proceeds from Related Party Debt										$ 148,750
Debt Instrument, Unamortized Discount														$ 1,620,263		$ 1,620,263			$ 411,568
Amortization of Debt Discount (Premium)																$ 1,017,861	$ 756,795
Class of Warrant or Rights, Granted (in Shares)		200,000	364,176	84,412									6,300,000			3,470,673
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 0.25	$ 0.5	$ 0.5									$ 0.75
Warrants and Rights Outstanding, Term													5 years
Stock Issued During Period, Shares, Other (in Shares)			364,176	84,412								637,953			1,720,000
Contract, Price per share (in Dollars per share)			$ 0.25	$ 0.25											$ 0.25
Share Price (in Dollars per share)			0.1485	$ 0.1517											0.25
Adjustments to Additional Paid in Capital, Warrant Issued		$ 23,316												63,005		$ 63,005
Valuation, Market Approach [Member]
Related Party Transactions (Details) [Line Items]
Share Price (in Dollars per share)															$ 0.127
Affiliated Entity [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount					$ 47,059						$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%						10.00%
Proceeds from Related Party Debt					$ 40,000						$ 850,000
Debt Instrument, Unamortized Discount					$ 17,005						$ 150,000			33,493		33,493
Debt, Default Interest Rate					18.00%						18.00%
Notes Payable, Related Parties					$ 47,059									1,000,000		1,000,000
Amortization of Debt Discount (Premium)					$ 3,843											116,507
Debt Instrument, Maturity Date, Description					maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Class of Warrant or Rights, Granted (in Shares)					19,295
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)			$ 0.5
Stock Issued During Period, Shares, Other (in Shares)			123,000		19,295
Contract Shares, Value					$ 3,240
Stock Issued During Period, Value, Other			$ 44,000
Debt Instrument, Unamortized Discount (Premium), Net					4,706
Adjustments to Additional Paid in Capital, Warrant Issued					2,000
Affiliated Entity [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount					7,059
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount							$ 235,294		$ 235,294	$ 175,000
Debt Instrument, Interest Rate, Stated Percentage							10.00%		10.00%
Proceeds from Related Party Debt							$ 200,000		$ 200,000,000
Debt, Default Interest Rate									18.00%	18.00%
Debt Instrument, Maturity Date, Description							maturity date that is the earlier of (i) April 4, 2022 (on July 12, 2022 this date was extended to September 10, 2022) (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000		maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000	maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Class of Warrant or Rights, Granted (in Shares)							92,942		200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.5
Warrants and Rights Outstanding, Term									5 years
Warrants and Rights Outstanding									$ 2,213
Stock Issued During Period, Shares, Other (in Shares)							96,471	168,221
Contract, Price per share (in Dollars per share)							$ 0.25	$ 0.25
Contract Shares, Value							$ 24,118	$ 42,055
Stock Issued During Period, Value, Other							$ 15,434	$ 21,364
Chief Executive Officer [Member] | Valuation, Market Approach [Member]
Related Party Transactions (Details) [Line Items]
Share Price (in Dollars per share)							$ 0.16	$ 0.127
Board of Directors Chairman [Member]
Related Party Transactions (Details) [Line Items]
Class of Warrant or Rights, Granted (in Shares)		200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 0.25
Adjustments to Additional Paid in Capital, Warrant Issued		$ 23,316
Diamond Note 1 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount										$ 175,000
Debt Instrument, Interest Rate, Stated Percentage										10.00%
Debt Instrument, Unamortized Discount														5,373		5,373
Debt, Default Interest Rate										18.00%
Amortization of Debt Discount (Premium)																20,877
Debt Instrument, Maturity Date, Description										maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Warrants and Rights Outstanding, Term										5 years
Stock Issued During Period, Shares, Other (in Shares)								168,221
Contract, Price per share (in Dollars per share)								$ 0.25
Contract Shares, Value								$ 42,055
Stock Issued During Period, Value, Other								$ 21,364
Adjustments to Additional Paid in Capital, Warrant Issued										$ 2,914						2,914
Diamond Note 1 [Member] | Valuation, Market Approach [Member]
Related Party Transactions (Details) [Line Items]
Share Price (in Dollars per share)								$ 0.127
Diamond Note 1 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount														5,373		5,373
Notes Payable, Related Parties														175,000		175,000
Amortization of Debt Discount (Premium)																20,877
Diamond Note 2 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount									$ 235,294
Debt Instrument, Interest Rate, Stated Percentage									10.00%
Debt, Default Interest Rate									18.00%
Class of Warrant or Rights, Granted (in Shares)							92,942		200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.5
Warrants and Rights Outstanding, Term									5 years
Stock Issued During Period, Shares, Other (in Shares)							96,471
Contract, Price per share (in Dollars per share)							$ 0.25
Contract Shares, Value							$ 24,118
Stock Issued During Period, Value, Other							$ 15,434
Adjustments to Additional Paid in Capital, Warrant Issued									$ 2,213
Diamond Note 2 [Member] | Valuation, Market Approach [Member]
Related Party Transactions (Details) [Line Items]
Share Price (in Dollars per share)							$ 0.16
Diamond Note 2 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Notes Payable, Related Parties														23,529		23,529		$ 23,529
Diamond Note 3 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount							$ 235,294
Debt Instrument, Interest Rate, Stated Percentage							10.00%
Debt Instrument, Unamortized Discount							$ 83,823							48,962		48,962
Debt, Default Interest Rate							18.00%
Amortization of Debt Discount (Premium)																34,861
Class of Warrant or Rights, Granted (in Shares)							96,471
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.5
Stock Issued During Period, Shares, Other (in Shares)							96,471
Contract, Price per share (in Dollars per share)							$ 0.25
Contract Shares, Value							$ 24,118
Share Price (in Dollars per share)							$ 0.16
Stock Issued During Period, Value, Other							$ 16,200
Debt Instrument, Unamortized Discount (Premium), Net							23,529
Adjustments to Additional Paid in Capital, Warrant Issued							8,800
Diamond Note 3 [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount							$ 35,294
Diamond Note 3 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount														21,436		21,436
Debt, Default Interest Rate							18.00%
Notes Payable, Related Parties														235,294		235,294
Amortization of Debt Discount (Premium)																13,858
Diamond Note 4 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount						$ 47,059
Debt Instrument, Interest Rate, Stated Percentage						10.00%
Debt Instrument, Unamortized Discount														12,493		12,493
Debt, Default Interest Rate						18.00%
Amortization of Debt Discount (Premium)																5,392
Debt Instrument, Maturity Date, Description	maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market					maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Class of Warrant or Rights, Granted (in Shares)						19,294
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.5
Stock Issued During Period, Shares, Other (in Shares)						19,294
Contract, Price per share (in Dollars per share)						$ 0.25
Share Price (in Dollars per share)						$ 0.1517
Stock Issued During Period, Value, Other						$ 3,160
Debt Instrument, Unamortized Discount (Premium), Net						4,706
Adjustments to Additional Paid in Capital, Warrant Issued						2,960
Diamond Note 4 [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount						7,059
Diamond Note 4 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount						$ 47,059
Debt Instrument, Interest Rate, Stated Percentage						10.00%
Proceeds from Related Party Debt						$ 40,000
Debt Instrument, Unamortized Discount														5,197		5,197
Debt, Default Interest Rate						18.00%
Notes Payable, Related Parties														47,059		47,059
Amortization of Debt Discount (Premium)																1,862
Debt Instrument, Maturity Date, Description	maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market					maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Class of Warrant or Rights, Granted (in Shares)						19,294
Stock Issued During Period, Shares, Other (in Shares)						19,294
Finnegan Note 1 [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount					$ 47,059
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Debt Instrument, Unamortized Discount					$ 17,005									13,162		13,162
Debt, Default Interest Rate					18.00%
Amortization of Debt Discount (Premium)																3,843
Debt Instrument, Maturity Date, Description					maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Class of Warrant or Rights, Granted (in Shares)					19,295
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)					$ 0.5
Stock Issued During Period, Shares, Other (in Shares)					19,295
Contract, Price per share (in Dollars per share)					$ 0.25
Share Price (in Dollars per share)					$ 0.1794
Stock Issued During Period, Value, Other					$ 3,240
Debt Instrument, Unamortized Discount (Premium), Net					4,706
Adjustments to Additional Paid in Capital, Warrant Issued					2,000
Finnegan Note 1 [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount					$ 7,059
Finnegan Note 1 [Member] | Affiliated Entity [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount														13,162		13,162
May 26 Notes [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount				$ 205,883
Debt Instrument, Interest Rate, Stated Percentage				10.00%
Debt Instrument, Unamortized Discount				$ 74,396										24,252		24,252
Debt, Default Interest Rate				18.00%
Amortization of Debt Discount (Premium)																6,631
Debt Instrument, Maturity Date, Description				maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE
Class of Warrant or Rights, Granted (in Shares)				84,412
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.5
Stock Issued During Period, Shares, Other (in Shares)				84,412
Stock Issued During Period, Value, Other				$ 14,175
Debt Instrument, Unamortized Discount (Premium), Net				20,588
Adjustments to Additional Paid in Capital, Warrant Issued				8,750
May 26 Notes [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount				30,883
May 26 Notes [Member] | May 26 Lenders [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount				$ 205,883
Debt Instrument, Interest Rate, Stated Percentage				10.00%
Proceeds from Related Party Debt				$ 175,000
Debt Instrument, Unamortized Discount														24,252		24,252
Debt, Default Interest Rate				18.00%
Notes Payable, Related Parties														205,883		205,883
Amortization of Debt Discount (Premium)																6,631
Class of Warrant or Rights, Granted (in Shares)				84,412
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.5
Warrants and Rights Outstanding, Term				5 years
Stock Issued During Period, Shares, Other (in Shares)				84,412
June 9 Notes [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount			$ 888,235
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Debt Instrument, Unamortized Discount			$ 368,464											322,857		322,857
Amortization of Debt Discount (Premium)																45,607
Class of Warrant or Rights, Granted (in Shares)			364,176
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)			$ 0.5
Stock Issued During Period, Shares, Other (in Shares)			364,176
Stock Issued During Period, Value, Other			$ 66,440
Debt Instrument, Unamortized Discount (Premium), Net			58,824
Adjustments to Additional Paid in Capital, Warrant Issued			32,465
June 9 Notes [Member] | Original Issue Discount [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Unamortized Discount			133,235
June 9 Notes [Member] | Affiliated Entity [Member]
Related Party Transactions (Details) [Line Items]
Adjustments to Additional Paid in Capital, Warrant Issued			21,500
June 9 Notes [Member] | June 9 Lenders [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount			$ 300,000
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Debt Instrument, Unamortized Discount														39,202		39,202
Notes Payable, Related Parties														300,000		300,000
Amortization of Debt Discount (Premium)																5,798
Debt Instrument, Maturity Date, Description			maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE
Class of Warrant or Rights, Granted (in Shares)			123,000
Howe Note [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Face Amount											$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage											10.00%
Debt Instrument, Unamortized Discount											$ 150,000			$ 33,493		33,493
Debt, Default Interest Rate											18.00%
Amortization of Debt Discount (Premium)																$ 116,507
Debt Instrument, Maturity Date, Description											maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Howe Note [Member] | June 9 Lenders [Member]
Related Party Transactions (Details) [Line Items]
Debt Instrument, Maturity Date, Description			September 10, 2022, or (ii) the date on which we successfully list our shares of common stock on Nasdaq or NYSE
Warrants at $0.50 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Class of Warrant or Rights, Granted (in Shares)										367,500
(in Dollars per share)										$ 5
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)										$ 0.50
Warrants at $0.75 [Member] | Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Class of Warrant or Rights, Granted (in Shares)										367,500
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)										$ 0.75
Warrants and Rights Outstanding, Term										5 years
Warrants and Rights Outstanding										$ 2,914

XML

Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Jun. 30, 2022	Jan. 07, 2022	Jan. 05, 2022	Dec. 31, 2021
Schedule of Accounts Payable and Accrued Liabilities [Abstract]
Trade accounts payable	$ 5,447,673			$ 3,933,305
Accrued payroll and payroll taxes	341,040			23,554
Other	0	$ 294,912.56	$ 294,912	19,205
Total	$ 5,788,713			$ 3,976,064

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Disclosure Text Block [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	7 years 2 months 12 days		7 years 2 months 12 days
Operating Lease, Expense	$ 199,800	$ 38,500	$ 389,300	$ 59,200
Operating Lease, Right-of-Use Asset, Amortization Expense	$ 85,200	$ 18,500	$ 165,700	$ 24,700
Lessee, Operating Lease, Discount Rate	12.00%		12.00%
Operating Lease, Liability	$ 4,393,664		$ 4,393,664		$ 4,134,802
Operating Lease, Right-of-Use Asset	$ 3,883,529		$ 3,883,529		$ 3,886,866

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Right to use assets, net	$ 3,883,529	$ 3,886,866
Lease liability	4,393,664	4,134,802
Less: current portion	(260,700)	(161,838)
Lease liability, non-current	$ 4,132,964	$ 3,972,964

XML

Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, Maturity [Abstract]
For the twelve months ended June 30, 2023	$ 746,876
For the twelve months ended June 30, 2024	907,369
For the twelve months ended June 30, 2025	897,472
For the twelve months ended June 30, 2026	916,801
For the twelve months ended June 30, 2027	937,074
Thereafter	2,361,735
Total	6,767,327
Less: Present value discount	(2,373,663)
Lease liability	$ 4,393,664	$ 4,134,802

XML

Debt (Details) - USD ($)														6 Months Ended
	Aug. 03, 2022	Jun. 09, 2022	May 26, 2022	May 23, 2022	May 18, 2022	May 10, 2022	Apr. 27, 2022	Apr. 18, 2022	Apr. 06, 2022	Mar. 22, 2022	Mar. 18, 2022	Feb. 14, 2022	Dec. 30, 2021	Jun. 30, 2022	Apr. 08, 2022	Apr. 25, 2020
Howe Note [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount													$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage													10.00%
Proceeds from Issuance of Debt													$ 850,000
Debt Instrument, Unamortized Discount													$ 150,000	$ 33,493
Debt, Default Interest Rate													18.00%
Notes Payable														1,000,000
Amortization of Debt Discount (Premium)														116,507
Warrant or Right, Reason for Issuance, Description													entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. 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 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
Debt Instrument, Maturity Date, Description													maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Diamond Note 1 [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount												$ 175,000
Debt Instrument, Interest Rate, Stated Percentage												10.00%
Proceeds from Issuance of Debt												$ 148,750
Debt Instrument, Unamortized Discount														5,373
Debt, Default Interest Rate												18.00%
Notes Payable														175,000
Amortization of Debt Discount (Premium)														20,877
Warrant or Right, Reason for Issuance, Description												Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share
Debt Instrument, Maturity Date, Description												maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Warrants and Rights Outstanding, Term												5 years
Adjustments to Additional Paid in Capital, Warrant Issued												$ 2,914		2,914
Stock Issued During Period, Shares, Other (in Shares)										168,221
Contract, Price per share (in Dollars per share)										$ 0.25
Contract Shares, Value										$ 42,055
Stock Issued During Period, Value, Other										$ 21,364
Diamond Note 1 [Member] | Valuation, Market Approach [Member]
Debt (Details) [Line Items]
Share Price (in Dollars per share)										$ 0.127
Diamond Note 2 [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount											$ 235,294
Debt Instrument, Interest Rate, Stated Percentage											10.00%
Proceeds from Issuance of Debt											$ 200,000
Debt, Default Interest Rate											18.00%
Notes Payable														23,529	$ 23,529
Warrants and Rights Outstanding, Term											5 years
Adjustments to Additional Paid in Capital, Warrant Issued											$ 2,213
Stock Issued During Period, Shares, Other (in Shares)							96,471
Contract, Price per share (in Dollars per share)							$ 0.25
Contract Shares, Value							$ 24,118
Stock Issued During Period, Value, Other							$ 15,434
Class of Warrant or Rights, Granted (in Shares)							92,942				200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.5
Diamond Note 2 [Member] | Valuation, Market Approach [Member]
Debt (Details) [Line Items]
Share Price (in Dollars per share)							$ 0.16
AJB Capital Note [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount											$ 750,000
Proceeds from Issuance of Debt											675,000
Debt Instrument, Unamortized Discount											424,914			230,258
Notes Payable														750,000
Amortization of Debt Discount (Premium)														194,656
Adjustments to Additional Paid in Capital, Warrant Issued											24,952
Stock Issued During Period, Value, Other											$ 324,962
Class of Warrant or Rights, Granted (in Shares)											750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)											$ 0.5
Debt Instrument, Fee											Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior to its maturity
Proceeds from Debt, Net of Issuance Costs											$ 616,250
AJB Capital Note [Member] | Commitments [Member]
Debt (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares)											1,720,000
Stock Issued During Period, Value, Other											$ 430,000
AJB Capital Note [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount											$ 75,000
AJB Capital Note [Member] | Warrant and Commitment Fees [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount														349,914
Anson East and Anson Investments Notes [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount									$ 750,000
Proceeds from Issuance of Debt									675,000
Debt Instrument, Unamortized Discount									638,665					478,544
Notes Payable														750,000
Amortization of Debt Discount (Premium)														160,121
Adjustments to Additional Paid in Capital, Warrant Issued									168,130
Stock Issued During Period, Value, Other									$ 563,665
Class of Warrant or Rights, Granted (in Shares)									750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)									$ 0.5
Debt Instrument, Fee									an aggregate initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 722,400 shares ($180,000) if the Company repays the Notes on or prior their maturity
Anson East and Anson Investments Notes [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount									$ 75,000
GS Capital Partners SPA [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount								$ 277,777
Proceeds from Issuance of Debt								250,000
Debt Instrument, Unamortized Discount								212,435						159,049
Notes Payable														277,777
Amortization of Debt Discount (Premium)														54,386
Adjustments to Additional Paid in Capital, Warrant Issued								26,846
Stock Issued During Period, Value, Other								$ 135,312
Class of Warrant or Rights, Granted (in Shares)								277,777
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)								$ 0.5
Debt Instrument, Fee								an initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity
Debt Issuance Costs, Gross								$ 22,500
GS Capital Partners SPA [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount								$ 27,777
Diamond Note 3 [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount							$ 235,294
Debt Instrument, Interest Rate, Stated Percentage							10.00%
Proceeds from Issuance of Debt							$ 200,000
Debt Instrument, Unamortized Discount							$ 83,823							48,962
Debt, Default Interest Rate							18.00%
Notes Payable														235,294
Amortization of Debt Discount (Premium)														34,861
Adjustments to Additional Paid in Capital, Warrant Issued							$ 8,800
Stock Issued During Period, Shares, Other (in Shares)							96,471
Contract, Price per share (in Dollars per share)							$ 0.25
Contract Shares, Value							$ 24,118
Share Price (in Dollars per share)							$ 0.16
Stock Issued During Period, Value, Other							$ 16,200
Class of Warrant or Rights, Granted (in Shares)							96,471
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.5
Debt Instrument, Unamortized Discount (Premium), Net							$ 23,529
Diamond Note 3 [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount							$ 35,294
Kishon Investments SPA [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount						$ 277,777
Proceeds from Issuance of Debt						250,000
Debt Instrument, Unamortized Discount						166,269								133,806
Notes Payable														277,777
Amortization of Debt Discount (Premium)						32,463
Adjustments to Additional Paid in Capital, Warrant Issued						$ 15,780
Stock Issued During Period, Shares, Other (in Shares)						637,036
Stock Issued During Period, Value, Other						$ 122,712
Class of Warrant or Rights, Granted (in Shares)						277,777
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.5
Debt Instrument, Fee						initial commitment fee in the amount of $159,259 in the form of 637,036 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), (ii) promissory note in the principal amount of $277,777 due on November 10, 2022, and (iii) Common Stock Purchase Warrants to purchase up to 277,777 shares of the Common Stock
Kishon Investments SPA [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount						$ 27,777
Diamond Note 4 [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount					$ 47,059
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Proceeds from Issuance of Debt					$ 40,000
Debt Instrument, Unamortized Discount														12,493
Debt, Default Interest Rate					18.00%
Notes Payable														47,059
Amortization of Debt Discount (Premium)														5,392
Debt Instrument, Maturity Date, Description	maturity date was amended to (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market				maturity date that was the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Adjustments to Additional Paid in Capital, Warrant Issued					$ 2,960
Stock Issued During Period, Shares, Other (in Shares)					19,294
Contract, Price per share (in Dollars per share)					$ 0.25
Share Price (in Dollars per share)					$ 0.1517
Stock Issued During Period, Value, Other					$ 3,160
Class of Warrant or Rights, Granted (in Shares)					19,294
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)					$ 0.5
Debt Instrument, Unamortized Discount (Premium), Net					$ 4,706
Diamond Note 4 [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount					7,059
Diamond Note 4 [Member] | Warrant and Commitment Fees [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount					$ 17,885
Finnegan Note 1 [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount				$ 47,059
Debt Instrument, Interest Rate, Stated Percentage				10.00%
Proceeds from Issuance of Debt				$ 40,000
Debt Instrument, Unamortized Discount				$ 17,005										13,162
Debt, Default Interest Rate				18.00%
Notes Payable														47,059
Amortization of Debt Discount (Premium)														3,843
Debt Instrument, Maturity Date, Description				maturity date that is the earlier of (i) four business days after the date on which we successfully lists its shares of common stock on Nasdaq or NYSE, or (ii) two business days after the date of receipt of the Company of the next round of debt or equity financing in a net amount of at least $600,000
Adjustments to Additional Paid in Capital, Warrant Issued				$ 2,000
Stock Issued During Period, Shares, Other (in Shares)				19,295
Contract, Price per share (in Dollars per share)				$ 0.25
Share Price (in Dollars per share)				$ 0.1794
Stock Issued During Period, Value, Other				$ 3,240
Class of Warrant or Rights, Granted (in Shares)				19,295
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.5
Debt Instrument, Unamortized Discount (Premium), Net				$ 4,706
Finnegan Note 1 [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount				$ 7,059
May 26 Notes [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount			$ 205,883
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Proceeds from Issuance of Debt			$ 175,000
Debt Instrument, Unamortized Discount			$ 74,396											24,252
Debt, Default Interest Rate			18.00%
Notes Payable														205,883
Amortization of Debt Discount (Premium)														6,631
Debt Instrument, Maturity Date, Description			maturity date that is the earlier of (i) November 30, 2022, or (ii) the date on which we successfully lists our shares of common stock on Nasdaq or NYSE
Adjustments to Additional Paid in Capital, Warrant Issued			$ 8,750
Stock Issued During Period, Shares, Other (in Shares)			84,412
Stock Issued During Period, Value, Other			$ 14,175
Class of Warrant or Rights, Granted (in Shares)			84,412
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)			$ 0.5
Debt Instrument, Unamortized Discount (Premium), Net			$ 20,588
May 26 Notes [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount			$ 30,883
June 9 Notes [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount		$ 888,235
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Proceeds from Issuance of Debt		$ 755,000
Debt Instrument, Unamortized Discount		368,464												322,857
Notes Payable														888,235
Amortization of Debt Discount (Premium)														45,607
Adjustments to Additional Paid in Capital, Warrant Issued		$ 32,465
Stock Issued During Period, Shares, Other (in Shares)		364,176
Stock Issued During Period, Value, Other		$ 66,440
Class of Warrant or Rights, Granted (in Shares)		364,176
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 0.5
Debt Issuance Costs, Gross		$ 77,500
Debt Instrument, Unamortized Discount (Premium), Net		58,824
June 9 Notes [Member] | Original Issue Discount [Member]
Debt (Details) [Line Items]
Debt Instrument, Unamortized Discount		$ 133,235
PPP Loan [Member]
Debt (Details) [Line Items]
Debt Instrument, Face Amount																$ 460,400
Notes Payable														$ 470,375

XML

Debt (Details) - Schedule of Debt - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Debt (Details) - Schedule of Debt [Line Items]
Notes Payable	$ 4,937,466	$ 1,000,000
Total notes payable	5,397,872	1,460,406
Less: Discount	(1,620,263)	(411,568)
Notes payable - net of discount	3,777,609	1,048,838
Current Portion, net of discount	3,777,609	1,048,838
Long-term portion, net of discount	0	0
PPP Loan [Member]
Debt (Details) - Schedule of Debt [Line Items]
Notes Payable	460,406	$ 460,406
Notes payable - net of discount	$ 470,375

XML

Stockholders’ Equity (Deficit) (Details)																																	1 Months Ended		3 Months Ended			6 Months Ended
	Jun. 13, 2022 USD ($) $ / shares shares	Jun. 09, 2022 USD ($) $ / shares shares	Jun. 07, 2022 USD ($) $ / shares shares	May 26, 2022 USD ($) $ / shares shares	May 23, 2022 USD ($) $ / shares shares	May 18, 2022 USD ($) $ / shares shares	May 10, 2022 USD ($) $ / shares shares	Apr. 27, 2022 USD ($) $ / shares shares	Apr. 18, 2022 USD ($) $ / shares shares	Mar. 31, 2022 $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 18, 2022 USD ($) $ / shares shares	Jan. 12, 2022 USD ($) shares	Jan. 07, 2022 USD ($) $ / shares shares	Jan. 05, 2022 USD ($) $ / shares shares	Oct. 18, 2021 $ / shares shares	Jun. 23, 2021 $ / shares shares	May 12, 2021 $ / shares shares	Apr. 19, 2021 $ / shares shares	Mar. 25, 2021 USD ($) $ / shares shares	Mar. 23, 2021 $ / shares shares	Mar. 17, 2021 $ / shares shares	Mar. 11, 2021 USD ($) $ / shares 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 ($) shares	Jan. 11, 2021 USD ($) $ / shares shares	Jan. 06, 2021 USD ($) $ / shares shares	Jan. 04, 2021 USD ($) $ / shares shares	Jun. 29, 2021 $ / shares shares	May 26, 2021 $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 30, 2021 USD ($)	Nov. 19, 2021 $ / shares	Dec. 31, 2020 shares	Apr. 25, 2020 USD ($)
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, Outstanding (in Shares) | shares																																			225,209,745			225,209,745		213,333,170
Common Stock, Shares, Issued (in Shares) | shares																																			225,209,745			225,209,745		213,333,170
Accrued Salaries, Current													$ 19,032
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited (in Shares) | shares													400,000
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited													$ 4,000
Gains (Losses) on Restructuring of Debt													$ 15,032																						$ 0		$ 0	$ 15,032	$ 0
Debt Conversion, Converted Instrument, Amount															$ 500,000
Other Accrued Liabilities, Current														$ 294,912.56	$ 294,912																				0			0		$ 19,205
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares														$ 0.25	$ 0.25
Stock Issued During Period, Shares, Other (in Shares) | shares		364,176		84,412													637,953																			1,720,000
		$ 9,356		$ 1,369																																$ 198,273		198,273	0
Contract, Price per share (in Dollars per share) | $ / shares		$ 0.25		$ 0.25																																$ 0.25
Share Price (in Dollars per share) | $ / shares		$ 0.1485		$ 0.1517						$ 0.25	$ 0.25																									0.25
Derivative Liability															$ 106,608																				75,158			75,158
Debt Instrument, Unamortized Discount																																			1,620,263			1,620,263		$ 411,568
Adjustments to Additional Paid in Capital, Other											$ 226,106
Debt Conversion, Original Debt, Amount																																						$ 0	2,653,795
Debt Instrument, Face Amount																																									$ 5,000,000			$ 460,400
Class of Warrant or Rights, Granted (in Shares) | shares	200,000	364,176		84,412																6,300,000																		3,470,673
Proceeds from Issuance of Debt																																						$ 1,812,500	0
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	$ 0.25	$ 0.5		$ 0.5																$ 0.75
Commitment Shares, Value		$ 66,400		$ 14,175
Stock Issued During Period, Shares, New Issues (in Shares) | shares																					461,358					6,672,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares																	$ 0.20		$ 0.01		$ 0.26	$ 0.31				$ 0.25								$ 0.25
Stock Issued During Period, Value, New Issues																										$ 1,668,000													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																							600,000											4,237,424
Number of Individuals																							4
Conversion of Stock, Shares Converted (in Shares) | shares																							4,800											1,059,356
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares																			1,962			300,000
Stock Repurchased and Retired During Period, Shares (in Shares) | shares																	2,000,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition																																							7,897
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition																																			135,295		195,352	302,310	201,294
Preferred Stock, Shares Authorized (in Shares) | shares																																											100,000,000
Dividends, Preferred Stock																																			80,392		54,115	160,084	74,614
Warrants and Rights Outstanding, Term																				5 years
Proceeds from Issuance or Sale of Equity																				$ 3,000,000
Preferred Stock Dividends, Shares (in Shares) | shares			405,131
Preferred Stock, Dividends Per Share, Declared (in Dollars per share) | $ / shares			$ 0.2149
Dividends, Preferred Stock, Paid-in-kind			$ 87,053
Adjustments to Additional Paid in Capital, Warrant Issued	$ 23,316																																		63,005			63,005
Share-Based Payment Arrangement, Noncash Expense																																						305,296	559,579
Stock Subscribed [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares											382,353
Stock Issued During Period, Value, Other																																						(95,588)
Securities Purchase Agreement [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares							637,036
Debt Instrument, Unamortized Discount							$ 27,777
Debt Instrument, Fee Amount							159,259
Debt Instrument, Face Amount							$ 277,777
Class of Warrant or Rights, Granted (in Shares) | shares							277,777
Proceeds from Issuance of Debt							$ 250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares							$ 0.5
AJB Capital Note [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Unamortized Discount												$ 424,914																							230,258			230,258
Debt Instrument, Fee												Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior to its maturity
Debt Instrument, Face Amount												$ 750,000
Class of Warrant or Rights, Granted (in Shares) | shares												750,000
Proceeds from Issuance of Debt												$ 675,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares												$ 0.5
Stock Issued During Period, Value, Other												$ 324,962
Adjustments to Additional Paid in Capital, Warrant Issued												$ 24,952
Accounts Payable [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Conversion, Original Debt, Amount											$ 95,558
Cavalry Fun 1 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares								720,000
Diamond Note 3 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares								96,471
								$ 765
Contract, Price per share (in Dollars per share) | $ / shares								$ 0.25
Share Price (in Dollars per share) | $ / shares								$ 0.16
Debt Instrument, Unamortized Discount								$ 83,823																											48,962			48,962
Debt Instrument, Face Amount								$ 235,294
Class of Warrant or Rights, Granted (in Shares) | shares								96,471
Proceeds from Issuance of Debt								$ 200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares								$ 0.5
Contract Shares, Value								$ 24,118
Commitment Shares, Value								15,434
Stock Issued During Period, Value, Other								16,200
Adjustments to Additional Paid in Capital, Warrant Issued								$ 8,800
Diamond Note 4 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares						19,294
						$ 249
Contract, Price per share (in Dollars per share) | $ / shares						$ 0.25
Share Price (in Dollars per share) | $ / shares						$ 0.1517
Debt Instrument, Unamortized Discount																																			12,493			12,493
Debt Instrument, Face Amount						$ 47,059
Class of Warrant or Rights, Granted (in Shares) | shares						19,294
Proceeds from Issuance of Debt						$ 40,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares						$ 0.5
Commitment Shares, Value						$ 3,160
Stock Issued During Period, Value, Other						3,160
Adjustments to Additional Paid in Capital, Warrant Issued						2,960
Finnegan Note 1 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares					19,295
					$ 222
Contract, Price per share (in Dollars per share) | $ / shares					$ 0.25
Share Price (in Dollars per share) | $ / shares					$ 0.1794
Debt Instrument, Unamortized Discount					$ 17,005																														$ 13,162			$ 13,162
Debt Instrument, Face Amount					$ 47,059
Class of Warrant or Rights, Granted (in Shares) | shares					19,295
Proceeds from Issuance of Debt					$ 40,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares					$ 0.5
Commitment Shares, Value					$ 3,240
Stock Issued During Period, Value, Other					3,240
Adjustments to Additional Paid in Capital, Warrant Issued					$ 2,000
Eagle Equities Note 4 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																															$ 0.01224	$ 0.012
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																															3,505,964	4,123,750
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 Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																														$ 0.01224
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																													4,319,378	4,463,507
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 6 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																											$ 0.01575	$ 0.0154
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																											7,285,062	6,449,610
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 Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																									$ 0.24984
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																									1,184,148
Debt Conversion, Original Debt, Amount																									$ 200,200
Eagle Equities Note 8 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																									$ 0.23851
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																									639,593
Debt Conversion, Original Debt, Amount																									$ 114,400
Eagle Equities Note 9 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																									$ 0.24984
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																									605,177
Debt Conversion, Original Debt, Amount																									$ 114,400
Eagle Equities Note 10 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares																									$ 0.23748
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares																									1,095,131
Debt Conversion, Original Debt, Amount																									$ 200,200
Valuation, Market Approach [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Share Price (in Dollars per share) | $ / shares										0.127	$ 0.127																									$ 0.127
Restricted Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares														3,179,650	3,179,650
Series C Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares																				$ 0.5
Stock Issued During Period, Shares, New Issues (in Shares) | shares																				3,000,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares																																		$ 0.25
Stock Issued During Period, Value, New Issues																																							1,491,283
Conversion of Stock, Shares Issued (in Shares) | shares																																		4,237,424
Conversion of Stock, Shares Converted (in Shares) | shares																																		1,059,356
Preferred Stock, Shares Authorized (in Shares) | shares																																			3,000,000			3,000,000
Dividends, Preferred Stock																																						$ 42,078
Conversion of Stock, Amount Converted																																						0	31,781
Stock Issued During Period, Value, Conversion of Convertible Securities																																							277,800
Dividends Payable																																			$ 32,955			$ 32,955
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares																				6,300,000
Preferred Stock, Voting Rights																																						Voting Rights. Holders of the Series C Preferred Stock have the right to vote on any matter presented to holders of our Common Stock for their action or consideration at any meeting of the stockholders (or by written consent of stockholders in lieu of meeting), each holder of our Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such holder, as described below, are convertible as of the record date for determining stockholders entitled to vote on (or consent to) such matter, voting with the Common Stock as a single class.
Preferred Stock, Dividend Payment Terms																																						Dividends. Each share of Series C Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value ($1.05 per share plus any accrued but unpaid dividends) and is to be paid within 15 days after the end of each of our fiscal quarters. Each holder of the Series C Preferred Stock is entitled to receive dividends or distributions on each share of the Series C Preferred Stock on an as converted into Common Stock basis when and if dividends are declared on the Common Stock by our Board of Directors.
Preferred Stock, Redemption Terms																																						Redemption Rights. Upon receipt of a conversion notice, we have the right (but not the obligation) to redeem all or part of the Series C Preferred Stock (which the applicable holder of the Series C Preferred Stock is seeking to convert) at a price per share equal to the product of 125% of the (1) Stated Value plus (2) the Additional Amount (the “Redemption Price”). If we decide to exercise the redemption right, within one trading day, we shall deliver written notice to such holder(s) of Series C Preferred Stock that the Series C Preferred Stock will be redeemed (the “Redemption Notice”) on the date that is three trading days following the date of the Redemption Notice (such date, the “Redemption Date”). On the Redemption Date, we shall redeem the shares of Series C Preferred Stock specified in such request by paying in cash therefor a sum per share equal to the Redemption Price. In no event shall a Redemption Notice be given if we may not lawfully redeem our capital stock. On or before the Redemption Date, the Redemption Price for such shares shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable holder.
Preferred Stock, Preemptive Rights																																						Preemptive or Similar Rights Additionally, except for a public offering or certain exempt issuances of our securities, holders of the Series C Preferred Stock shall have the right to participate in any offering of our Common Stock or Common Stock Equivalents (as defined in the COD) in a transaction exempt from registration under the Securities Act in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series C Preferred Stock. Further, until the earlier of 18 months from the issuance date of the Series C Preferred Stock and the date that there are less than 20% of the shares of Series C Preferred Stock outstanding, the Investors have most favored nations protection in the event we issue or sell Common Stock or Common Stock Equivalents that the Investors believe are more favorable than the terms and conditions under the Private Placement.
Preferred Stock, Shares Outstanding (in Shares) | shares																																			940,644			940,644		940,644
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																																			$ 0.01			$ 0.01		$ 0.01
Adjustments to Additional Paid in Capital, Warrant Issued																																							1,268,717
Series A Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Conversion of Stock, Shares Issued (in Shares) | shares																							600,000
Preferred Stock, Shares Authorized (in Shares) | shares																																			500,000			500,000
Dividends, Preferred Stock																																							1,000
Conversion of Stock, Amount Converted																							$ 71,558															$ 0	6,000
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares																							$ 0.463
Preferred Stock, Shares Outstanding (in Shares) | shares																																			0			0		4,800
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																																			$ 0.01			$ 0.01		$ 0.01
Series D Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred Stock, Shares Authorized (in Shares) | shares																10,000,000																			10,000,000			10,000,000
Dividends, Preferred Stock																																						$ 96,847
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares																$ 0.25
Preferred Stock, Voting Rights																																						Voting Rights.
Preferred Stock, Convertible, Terms																The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price.																						Conversion. Each holder of our Series C Preferred Stock is entitled to convert their shares of Series C Preferred Stock, in whole or in part, at the Conversion Rate, which is determined by dividing the Conversion Amount (the Stated Value of $1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per share). In addition, upon certain triggering events, the holders of our Series C Preferred Stock have the right to convert their Series C Preferred Stock at the lesser of the Conversion Price or 75% of the average VWAP for the five trading days prior to the date of the notice of conversion. The Conversion Price is subject to adjustment upon certain stock splits and recapitalization as well as upon the sale of Common Stock or Common Stock Equivalents. Each share of the Series C Preferred Stock is convertible at the option of the holder thereof, or automatically or upon the closing of an underwritten offering of at least $10 million of the Company’s securities or upon listing of the Company’s Common Stock on a national securities exchange.
Preferred Stock, Dividend Rate, Percentage																																						6.00%
Preferred Stock, Shares Outstanding (in Shares) | shares																																			3,100,000			3,100,000		3,100,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares																$ 1.05																			$ 0.01			$ 0.01		$ 0.01		$ 0.01
Series X Preferred Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Preferred Stock, Shares Authorized (in Shares) | shares																																			400,000			400,000
Dividends, Preferred Stock																																						$ 31,536
Preferred Stock, Voting Rights																																						Each one share of the Series X Preferred Stock is entitled to 20,000 votes
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, Dividend Rate, Percentage																																				10.00%
Preferred Stock, Shares Outstanding (in Shares) | shares																																			24,227			24,227		24,227
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares										0.01	0.01																								$ 0.01	$ 0.01		$ 0.01		$ 0.01
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares										$ 25	$ 25																									$ 25
Dividends Payable, Current																																			$ 30,282			$ 30,282
Waiver Fee [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares										1,541,721
Other Noncash Expense																																						385,431
Warrant and Commitment Fees [Member] | AJB Capital Note [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Unamortized Discount																																			349,914			349,914
Warrant and Commitment Fees [Member] | Diamond Note 4 [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Debt Instrument, Unamortized Discount						$ 17,885
Share-Based Payment Arrangement, Option [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Share-Based Payment Arrangement, Noncash Expense																																			135,295		$ 195,000	302,310	$ 201,000
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount																																			$ 2.2			$ 2.2
Investor [Member] | Securities Purchase Agreement [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares) | shares									637,036
Debt Instrument, Unamortized Discount									$ 27,777
Debt Instrument, Fee Amount									$ 159,259
Debt Instrument, Fee									Commitment Fee Shares can be decreased to 266,280 shares ($66,570) if the Company repays the Note on or prior to their maturity
Debt Instrument, Face Amount									$ 277,777
Class of Warrant or Rights, Granted (in Shares) | shares									277,777
Proceeds from Issuance of Debt									$ 250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares									$ 0.5

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Stockholders’ Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Option, Exercise Price Range [Abstract]
Range of exercise prices	$ 0.03
Range of exercise prices	$ 0.39
Number of options outstanding (in Shares)	16,354,961	18,329,543
Weighted average remaining contractual life (years)	8 years 9 months 10 days
Weighted average exercise price of outstanding options	$ 0.213	$ 0.206
Number of options exercisable (in Shares)	5,469,961
Weighted average exercise price of exercisable options	$ 0.161

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Stockholders’ Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Activity	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share-based Payment Arrangement, Option, Activity [Abstract]
Outstanding, Number of Shares | shares	18,329,543
Outstanding, Weighted-Average Exercise Price | $ / shares	$ 0.206
Exercisable, Number of Shares | shares	5,469,961
Exercisable, Weighted-Average Exercise Price | $ / shares	$ 0.161
Granted, Number of Shares | shares	200,000
Granted, Weighted-Average Exercise Price | $ / shares	$ 0.25
Cancelled, Number of Shares | shares	(2,174,582)
Cancelled, Weighted-Average Exercise Price | $ / shares	$ 0.155
Outstanding, Number of Shares | shares	16,354,961
Outstanding, Weighted-Average Exercise Price | $ / shares	$ 0.213

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Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share-Based Payment Arrangement, Option [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility	143.60%
Dividends	0.00%	0.00%
Risk-free interest rates	3.04%
Term (years)	5 years
Share-Based Payment Arrangement, Option [Member] | Minimum [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility		167.80%
Risk-free interest rates		0.82%
Term (years)		5 years
Share-Based Payment Arrangement, Option [Member] | 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
Warrant [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Dividends	0.00%	0.00%
Warrant [Member] | Minimum [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility	143.60%	171.60%
Risk-free interest rates	0.76%	1.15%
Term (years)	3 months	5 years
Warrant [Member] | Maximum [Member]
Stockholders’ Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items]
Volatility	150.70%	183.50%
Risk-free interest rates	3.04%	1.63%
Term (years)	5 years	6 years 6 months

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Stockholders’ Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares					6 Months Ended
	Jun. 13, 2022	Jun. 09, 2022	May 26, 2022	Mar. 25, 2021	Jun. 30, 2022
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]
Outstanding, Number of Shares					29,820,000
Outstanding, Weighted Average Exercise Price					$ 0.625
Granted, Number of Shares	200,000	364,176	84,412	6,300,000	3,470,673
Granted, Weighted Average Exercise Price					$ 0.526
Exercised, Number of Shares					0
Exercised, Weighted Average Exercise Price					$ 0
Outstanding, Number of Shares					33,290,673
Outstanding, Weighted Average Exercise Price					$ 0.615

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Subsequent Events (Details) - Subsequent Event [Member]	Aug. 04, 2022 USD ($) $ / shares shares	Aug. 03, 2022	Jul. 27, 2022 USD ($) $ / shares shares	Jul. 26, 2022 USD ($) $ / shares shares	Jul. 21, 2022 USD ($) $ / shares shares	Jul. 07, 2022 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Number of Notes Payable						2
Proceeds from Issuance of Debt	$ 25,000					$ 270,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%					10.00%
Debt Instrument, Face Amount	$ 29,412					$ 317,647
Class of Warrant or Rights, Granted (in Shares) | shares	12,059					130,235
Stockholders' Equity, Other Shares (in Shares) | shares	12,059					130,235
Shares Issued, Price Per Share (in Dollars per share) | $ / shares	$ 0.25					$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares	$ 0.5					$ 0.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	6 months					6 months
Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage						18.00%
Debt Instrument, Face Amount	$ 0.18
Schrier Note [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Maturity Date, Description						maturity date that is the earlier of (i) January 8, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
William Mackay Note [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Maturity Date, Description						maturity date that is the earlier of (i) August 8, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Michael C Howe Living Trust Note [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Debt					$ 255,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Debt Instrument, Maturity Date, Description					maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Debt Instrument, Face Amount					$ 300,000
Class of Warrant or Rights, Granted (in Shares) | shares					123,000
Stockholders' Equity, Other Shares (in Shares) | shares					123,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares					$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares					$ 0.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period					6 months
Michael C Howe Living Trust Note [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					18.00%
Juan Carlos Iturregui Note [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Debt					$ 25,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Debt Instrument, Maturity Date, Description					maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Debt Instrument, Face Amount					$ 29,412
Class of Warrant or Rights, Granted (in Shares) | shares					12,059
Stockholders' Equity, Other Shares (in Shares) | shares					12,059
Shares Issued, Price Per Share (in Dollars per share) | $ / shares					$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares					$ 0.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period					6 months
Juan Carlos Iturregui Note [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					18.00%
Erik Scott Nommsen Note [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Debt				$ 50,000
Debt Instrument, Interest Rate, Stated Percentage				10.00%
Debt Instrument, Maturity Date, Description				maturity date that is the earlier of (i) September 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Debt Instrument, Face Amount				$ 58,823
Class of Warrant or Rights, Granted (in Shares) | shares				24,117
Stockholders' Equity, Other Shares (in Shares) | shares				24,117
Shares Issued, Price Per Share (in Dollars per share) | $ / shares				$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares				$ 0.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period				6 years
Erik Scott Nommsen Note [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				18.00%
James H. Caplan Note [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Debt			$ 50,000
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Debt Instrument, Maturity Date, Description			maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE
Debt Instrument, Face Amount			$ 58,823
Class of Warrant or Rights, Granted (in Shares) | shares			24,117
Stockholders' Equity, Other Shares (in Shares) | shares			24,117
Shares Issued, Price Per Share (in Dollars per share) | $ / shares			$ 0.25
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares			$ 0.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period			6 months
James H. Caplan Note [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			18.00%
Diamond Note 4 [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Maturity Date, Description		the earlier of (i) September 10, 2022 or (ii) five days after the date on which we successfully list our shares of common stock on any of the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market
Jack Enright [Member]
Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Debt	$ 102,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Face Amount	$ 120,000
Stockholders' Equity, Other Shares (in Shares) | shares	49,200
Shares Issued, Price Per Share (in Dollars per share) | $ / shares	$ 0.25
Debt Instrument, Maturity Date	Feb. 03, 2023
Jack Enright [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	18.00%