Mitesco Inc
For the period ended Mar 31, 2024. Filed May 15, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 15, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-09-30; filed 2024-02-13.
0001185185-24-000156
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-15.
0001185185-24-000529
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 26 current paragraphs.
15 unchanged; 7 reworded; 4 added; 77 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates. During the first quarter of 2024 we recruited a number of individuals to a newly formed Advisory Board, who might assist the Company in determining the viability of certain ventures going forward. These individuals have a background in data center services, cyber and data security and software applications related to infrastructure design, implementation and management including geographical information systems (GIS). We expect to announce in the second quarter of 2024 the formation of a new, wholly owned subsidiary whose business will be focused on those areas generally. Until those announcements are made effective in the second quarter of 2024, the Company has no operating business other than the winding down of its previous operations.
Current report
Interest expense was $40,624 for the three months ended March 31, 2024, compared to 1,376,066 for the three months ended March 31, 2023. The decrease was a result of reduced debt balances in the current period.
Current report
The Company had no investing activities for the three months ended March 31, 2024 and 2023.
Current report
Net cash provided by financing activities for the three months ended March 31, 2024, was 192,214, compared to $0 for the three months ended March 31, 2023. Cash provided by financing activities was the result of cash proceeds from notes payable, offset by the repayment of principal on the SBA loan in the amount of $7,786
Removed paragraphs (77)
Previous report
Since the beginning of 2023, the Company has focused on winding down operations of The Good Clinic along with reducing other costs and there are ongoing discussions to convert amounts owed to equity. Through November 2023 we sold the majority of the remaining assets consisting of furniture, equipment, and supplies; the funds generated from the sale of assets will be used primarily to cover the costs of our SEC filings and legal costs related to the winding down of previous operations. On October 13, 2023, we completed our Redomestication from Delaware to Nevada.
Previous report
Revenue
Previous report
The Company recognized revenue of $0 for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous report
Cost of Sales
Previous report
The Company incurred $0 of cost of goods sold for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous report
Gross Profit/(Loss)
Previous report
Our gross loss was $0 for the three months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous report
General and administrative expenses for the three months ended September 30, 2023 were comprised primarily of payroll and related costs of approximately $0.2 million and legal and professional fees of approximately $0.1 million
Previous report
General and administrative expenses for the three months ended September 30, 2022 were comprised primarily of payroll and related costs of approximately $0.4 million, legal and professional fees of approximately $0.2 million, and share based compensation of approximately $0.1 million.
Previous report
Interest expense was approximately $70,000 for the three months ended September 30, 2023, compared to approximately $1.7 million for the three months ended September 30, 2022.
Previous report
During the three months ended September 30, 2023, we recorded equity investment incentives of approximately $1.2 million. There were no comparable transactions in the prior period.
Previous report
During the three months ended September 30, 2022, we recorded a loss on waiver and commitment fee shares in the amount of approximately $14,000. There were no comparable transactions in the current period.
Previous report
During the three months ended September 30, 2023, we recorded other income of $40,622. There were no comparable transactions in the prior period.
Previous report
During the three months ended September 30, 2023, we recorded a gain on conversion of notes and accounts payable to common stock – related party in the amount of approximately $0.1 million. There were no comparable transactions in the current period.
Previous report
During the three months ended September 30, 2023, we recorded a gain on conversion of notes and accounts payable to common stock in the amount of approximately $20,000 compared to a loss of approximately $10,000 in the prior period.
Previous report
During the three months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $14,725 compared to a loss of $37,977 in the prior period.
Previous report
The Company accrued Preferred Stock dividends of approximately $0.5 million including $1,236 to related parties compared to approximately $0.1 million including $28,389 to related parties for the three months ended September 30, 2022. The increase was due to accrued dividends on the Series F Preferred Stock.
Previous report
For the three months ended September 30, 2023, we had a net loss available to common shareholders from continuing operations of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.39) compared to a net loss available to common shareholders from continuing operations of approximately $2.6 million, or a net loss per share, basic and diluted of ($0.59), for the three months ended September 30, 2022.
Previous report
Comparison of the Nine Months Ended September 30, 2023 and 2022
Previous report
Revenue
Previous report
The Company recognized revenue of $0 for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations.
Previous report
Cost of Sales
Previous report
The Company incurred $0 of cost of goods sold for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations.
Previous report
Gross Profit/(Loss)
Previous report
Our gross loss was $0 for the nine months ended September 30, 2023 and 2022 due to the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous report
Operating Expenses
Previous report
General and administrative expenses for the nine months ended September 30, 2023 were comprised primarily of share based compensation of approximately $0.9 million, payroll and related costs of approximately $0.7 million, and legal and professional costs of approximately $0.4 million.
Previous report
General and administrative expenses for the nine months ended September 30, 2022 were comprised primarily of payroll and related costs of approximately $1.2 million, legal and professional costs of approximately $0.7 million, and share based compensation of approximately $0.5 million.
Previous report
Other Income and Expenses
Previous report
Interest expense was approximately $1.6 million for the nine months ended September 30, 2023, compared to approximately $3.4 million for the nine months ended September 30, 2022.
Previous report
Interest expense – related parties was approximately $0.4 million for the nine months ended September 30, 2023, compared to approximately $0 million in the prior period.
Previous report
During the nine months ended September 30, 2023, we recorded equity investment incentives of approximately $7.6 million. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2023, we recorded a gain on forgiveness of debt of $25,000. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2023, we recorded a loss on settlement of true-up obligation of $0.1 million. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2022, we recorded a gain on waiver and commitment fee shares of $0.2 million. There were no comparable transactions in the current period.
Previous report
During the nine months ended September 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2023, we recorded a gain on sale of assets in the amount of approximately $9,000. There were no comparable transactions in the prior period.
Previous report
During the three months ended September 30, 2023, we recorded other income of $40,622. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in the prior period.
Previous report
During the nine months ended September 30, 2022, we recorded a gain on settlement of accrued salary of $15,032. There were no comparable transactions in the current period.
Showing the first 40 of 77 passages. Open the source sections for the rest.
Reworded paragraphs (7)
Previous wording
Mitesco Inc. is a holding company with plans to participate in the healthcare technology, services and/or delivery industries. From 2020 through 2022, the Company was executing against a strategic plan to open primary care clinics utilizing advanced degreed nurse practitioners in select markets. The clinics operated under the name The Good Clinic. However, the business failed to achieve profitability, and the markets were not favorable to additional funding, therefore in late 2022 the decision was made to close the clinics. As a result, Mitesco currently has no operating business other than the winding down of its previous operations.
Current wording
We are a holding company seeking to provide products, services and technology. From 2020 through 2022, the Company was executing against a strategic plan to open primary care clinics utilizing advanced degreed nurse practitioners in select markets. The clinics operated under the name The Good Clinic. However, the business failed to achieve profitability, and the markets were not favorable to additional funding, therefore in late 2022 the decision was made to close the clinics and release all employees.
Previous wording
Our total operating expenses for the three months ended September 30, 2023, were approximately $0.3 million. For the comparable period in 2022, the operating expenses were approximately $0.9 million. The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Current wording
Our total operating expenses for the three months ended March 31, 2024, were $135,476. For the comparable period in 2023, the operating expenses were $1,344,426. The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.
Previous wording
Interest expense – related parties was approximately $0.1 million for the three months ended September 30, 2023, compared to approximately $0 in the prior period.
Current wording
Interest expense – related parties was $10,581 for the three months ended March 31, 2024, compared to $44,777 in the prior period. The decrease was a result of reduced debt balances in the current period.
Previous wording
For the three months ended September 30, 2023, we had a net loss available to common shareholders from discontinued operations of approximately $15,000 million, or a net loss per share, basic and diluted of ($0.00) compared to a net loss available to common shareholders from discontinued operations of approximately $1.5 million, or a net loss per share, basic and diluted of ($0.32), for the three months ended September 30, 2022.
Current wording
For the three months ended March 31, 2024, we had a net loss available to common shareholders from discontinued operations of $0, compared to a net loss available to common shareholders from discontinued operations of $2,325,044.
Previous wording
To date, we have not generated sufficient revenue from operations to support our operations. We have financed our operations through sale of equity securities and short-term borrowings. As of February 6, 2024, we had cash of approximately $12,000 compared to cash of approximately $36,000 as of December 31, 2022.
Current wording
To date, we have not generated sufficient revenue from operations to support our operations. We have financed our operations through sale of equity securities and short-term borrowings. As of May [ ], 2024, we had cash of approximately $12,000 compared to cash of approximately $41,000 as of March 31, 2024.
Previous wording
Net cash used in operating activities was approximately $0.8 million for the nine months ended September 30, 2023. This is the result of the winding down of the Company’s clinic operations. Cash used in operations for the nine months ended September 30, 2022, was approximately $5.5 million.
Current wording
Net cash used in operating activities was $154,267 for the three months ended March 31, 2024. This is the result of the winding down of the Company’s clinic operations. Cash used in operations for the three months ended March 31, 2023, was $35,324.
Previous wording
At September 30, 2023, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $1.9 million; notes payable of $1.1 million; notes payable to related parties of $2.1 million; SBA Loan Payable of $0.4 million; lease liabilities of $0.1 million; accrued interest payable of $0.2 million; accrued interest payable to related parties of $0.4 million; and other current liabilities of $0.1 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.2 million, preferred stock dividends of $1.0 million, and preferred stock dividends payable to related parties of $0.1 million.
Current wording
At March 31, 2024, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $7.4 million; notes payable of $1.3 million; notes payable to related parties of $.2 million; SBA Loan Payable of $0.4 million; legal settlements of $2.5 million; accrued interest payable of $0.4 million; accrued interest payable to related parties of $0.01 million; and other current liabilities of $0.1 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.2 million, preferred stock dividends of $2.0 million, and preferred stock dividends payable to related parties of $0.2 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Our total operating expenses for the nine months ended September 30, 2023, were approximately $2.4 million. For the comparable period in 2022, the operating expenses were approximately $3.1 million. The decrease is the result of the winding down of the Company’s clinic operations with The Good Clinic, LLC subsidiary.