Mitesco Inc
For the period ended Sep 30, 2024. Filed Nov 25, 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.
Sep 30, 2024 · Filed Nov 25, 2024
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001185185-24-000820
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-25.
0001185185-24-001173
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 57 previous paragraphs and 62 current paragraphs.
23 unchanged; 26 reworded; 13 added; 5 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 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 (13)
Current report
Advisory Board Expansion
Current report
The current board comprises individuals with specific expertise to assist Mitesco in finding and evaluating qualified companies and businesses for integration into the public holding company. The Advisory Board is a non-executive board, and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act. Each member of the Advisory Board has been issued 75,000 shares of restricted common stock in consideration of their contributions for a 12-month term.
Current report
The latest appointments to the Advisory Board are executives whose careers have focused on data center business development and data center systems software, as noted here:
Current report
Gabriel Crawford has over 20 years’ experience in data center development from site selection, design/ build/ engineering services, and, most recently, hyperscale and AI co-location leasing.
Current report
Most recently, Mr. Crawford was at Dallas-based Center Square DC, which specializes in delivering a comprehensive suite of colocation and data center services with more than 50 data centers owned and operated. Prior to that engagement, he was with Chirisa Investments creating long-term value for customers in digital infrastructure, communications and real estate. While at Digital Fortress, a privately-held data center co-location company based in Seattle, Washington, he managed more than 1,500 clients who entrusted their applications and servers to their mission-critical facilities and network with data centers in Seattle, WA, Tukwila, WA, Lynwood, WA, Denver, CO and Chicago, IL. Earlier in his career, Mr. Crawford held positions at both early stage and mature data center operators, in addition to offering consulting services. His educational background includes a bachelor’s degree from the University of Maine. He is based in Vero Beach, Florida.
Current report
Jim Clifton is a senior sales and marketing executive focused on systems software, data analytics and innovative implementation to improve productivity across corporations and workforces worldwide.
Current report
Most recently, Mr. Clifton drove sales at Alteryx, an intuitive, code-free platform for data preparation, blending, analytics, and automation. Prior to that he was with VMware, developing both cloud and on-prem business to expand the utilization of systems across disparate users. While at Cumberland Group he headed a practice aimed at IoT productivity using real-time dashboards and other online tools. At Star Mobile he focused on mobile application implementation of corporate cloud-based applications. Other professional sales and management positions included Citrix, Symantec and Verisign, where he oversaw implementation of new technologies for key corporate clients. Jim’s education includes a bachelor’s degree from the University of Georgia and a master’s degree from Mercer University. He is based in St. Simons, Georgia
Current report
During the three months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the three months ended September 30, 2023.
Current report
During the three months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $159,524 for the three months ended September 30, 2023.
Current report
Comparison of the Nine Months Ended September 30, 2024, and 2023.
Current report
During the nine months ended September 30, 2024, we recorded a gain on settlement of debt of $693,768 compared to $25,000 for the nine months ended September 30, 2023.
Current report
During the nine months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583 compared to $33,092 for the nine months ended September 30, 2023.
Current report
The following table summarizes the status of our property-related settlements as noted above and the total settlement amounts as of the date of the filing:
Removed paragraphs (5)
Previous report
During the three months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000. There were no comparable transactions in the current period.
Previous report
During the three months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092. There were no comparable transactions in the current period.
Previous report
Comparison of the Six Months Ended June 30, 2024, and 2023.
Previous report
During the six months ended June 30, 2023, we recorded a gain on forgiveness of debt of $25,000. There were no comparable transactions in the current period.
Previous report
During the six months ended June 30, 2023, we recorded a gain on issuance of shares to a service provider of $33,092. There were no comparable transactions in the current period.
Reworded paragraphs (26)
Previous wording
We have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally.
Current wording
We have retained proven professionals in the data center, cyber security and infrastructure services areas to support our needs on a per hour basis, which we believe will allow us to control our costs relative to business activity, without significant staffing internally. The Vero Technology Ventures arm is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set. The new ‘Robo’ application utilizes A.I. to promote more efficient sales and marketing within certain markets, and with highly targeted market research.
Previous wording
We had revenues of $6,000 for the three months ended June 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Current wording
We had revenues of $23,500 for the three months ended September 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Previous wording
Our total operating expenses for the six months ended June 30, 2024, were $481,353. For the comparable period in 2023, the operating expenses were $2,188,180. 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 September 30, 2024, were $239,742. For the comparable period in 2023, the operating expenses were $41,876. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries.
Previous wording
Interest expense was $67,603 for the three months ended June 30, 2024, compared to 129,436 for the three months ended June 30, 2023. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense was $50,979 for the three months ended September 30, 2024, compared to $69,776 for the three months ended September 30, 2023. The decrease was a result of reduced debt balances in the current period.
Previous wording
Interest expense – related parties was $4,965 for the three months ended June 30, 2024, compared to $29,954 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $10,587 for the three months ended September 30, 2024, compared to $34,820 in the prior period. The decrease was a result of reduced debt balances in the current period.
Previous wording
During the three months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million. There were no comparable transactions in the current period.
Current wording
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 current period.
Previous wording
During the three months ended June 30, 2023, we recorded a gain on revaluation of derivative liabilities of $39,738. There were no comparable transactions in the current period.
Current wording
During the three months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $14,725. There were no comparable transactions in the current period.
Previous wording
For the three months ended June 30, 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 $2,698,803.
Current wording
For the three months ended September 30, 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 $376,352 for the three months ended September 30, 2023.
Previous wording
We had revenues of $6,000 for the six months ended June 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Current wording
We had revenues of $29,500 for the nine months ended September 30, 2024, compared to $0 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Previous wording
Our total operating expenses for the three months ended June 30, 2024, were $345,877. For the comparable period in 2023, the operating expenses were $558,277. 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 nine months ended September 30, 2024, were $721,095. For the comparable period in 2023, the operating expenses were $2,362,056. 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 was $108,227 for the six months ended June 30, 2024, compared to 1,505,502 for the six months ended June 30, 2023. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense was $159,206 for the nine months ended September 30, 2024, compared to 1,575,278 for the nine months ended September 30, 2023. The decrease was a result of reduced debt balances in the current period.
Previous wording
Interest expense – related parties was $15,546 for the six months ended June 30, 2024, compared to $73,523 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $26,133 for the nine months ended September 30, 2024, compared to $108,343 in the prior period. The decrease was a result of reduced debt balances in the current period.
Previous wording
During the six months ended June 30, 2024, we recorded a gain on termination of operating lease of approximately $233,000. There were no comparable transactions in the prior period.
Current wording
During the nine months ended September 30, 2024, we recorded a gain on termination of operating lease of $869,690. There were no comparable transactions in the prior period.
Previous wording
During the six months ended June 30, 2023, we recorded equity investment incentives of approximately $6.4 million. There were no comparable transactions in the current period.
Current wording
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 current period.
Previous wording
During the three months ended June 30, 2023, we recorded a gain on sale of assets of $20,097. There were no comparable transactions in the current period.
Current wording
During the nine months ended September 30, 2023, we recorded a gain on sales of assets of $20,097. There were no comparable transactions in the current period.
Previous wording
During the three months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370. There were no comparable transactions in the current period.
Current wording
During the nine months ended September 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370. There were no comparable transactions in the current period.
Previous wording
During the three months ended June 30, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in the current period.
Current wording
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 current period.
Previous wording
During the six months ended June 30, 2023, we recorded a loss on revaluation of derivative liabilities of $71,040. There were no comparable transactions in the current period.
Current wording
During the nine months ended September 30, 2023, we recorded a loss on revaluation of derivative liabilities of $85,765. There were no comparable transactions in the current period.
Previous wording
For the three months ended June 30, 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 $373,759.
Current wording
For the nine months ended September 30, 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 $3,075,155.
Previous wording
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 August [ ], 2024, we had cash of approximately $[ ] compared to cash of approximately $40,000 as of June 30, 2024. Our Company’s recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.
Current wording
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 November 21, 2024, we had cash of approximately $114,000 compared to cash of approximately $32,000 as of September 30, 2024. Our Company’s recurring losses from operations and negative cash flows from operations and our need to raise additional funding to finance our operations raise substantial doubt about our ability to continue as a going concern.
Previous wording
Net cash used in operating activities was $248,157 for the six months ended June 30, 2024. This is the result of the winding down of the Company’s clinic operations. Cash used in operations for the six months ended June 30, 2023, was $518,232.
Current wording
Net cash used in operating activities was $399,775 for the nine months ended September 30, 2024. 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, 2023, was $845,947, of which $428,688 was related to cash used in operating activities from discontinued operations.
Previous wording
The Company had no investing activities for the six months ended June 30, 2024, and 2023.
Current wording
The Company had no investing activities for the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company received cash of $102,967 related to the sale of fixed assets used in discontinued operations.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2024, was $285,515, compared to $738,500 for the six months ended June 30, 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.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2024, was $428,759, compared to $733,664 for the nine months ended September 30, 2023. Cash provided by financing activities was the result of cash proceeds from notes payable of $449,000, offset by the repayment of principal on the SBA loan in the amount of $20,241.
Previous wording
At June 30, 2024, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $7.4 million; notes payable of $1.2 million; notes payable to related parties of $.3 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 $2.3 million, and preferred stock dividends payable to related parties of $0.2 million.
Current wording
At September 30, 2024, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $5.7 million; notes payable of $1.0 million; notes payable to related parties of $0.2 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 $1.7 million, and preferred stock dividends payable to related parties of $0.2 million.
Previous wording
We have agreements from three (3) of our institutional investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within. The team performing the work effort is doing so with no cash compensation, either paid or accrued. Through June 30, 2024, the total amount loaned under 12-month, 10% interest simple notes is $300,000, with roughly $200,000 attributable to accounting and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E and communications.
Current wording
We have agreements from three (3) of our institutional investors to provide interim funding so that the Company may stay current with its accounting and reporting requirements under the Securities Act of 1934, settle obligations from the prior healthcare clinic operations and find a new business area to engage within. Through September 30, 2024, the total amount loaned under 12-month, 10% interest simple notes are $449,000, with roughly $250,000 attributable to accounting and compliance, $50,000 generally related to settlements and legal related, with the remaining for general expenses including T&E and communications.
Previous wording
In May 2024 we reached an agreement with the holders of our Series F Preferred shares to waive all interest payments permanently beginning May 15, 2024. This creates a reduction in accrued interest of over $200,000 per month. Similar adjustments with other holders of debt and interest paying equity are expected.
Current wording
In May 2024 we reached an agreement with the holders of our Series F Preferred shares to wave all interest payments permanently beginning May 15, 2024. This creates a reduction in accrued interest of over $200,000 per month. Similar adjustments with other holders of debt and interest paying equity are expected.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
During the six months ended June 30, 2023, we recorded a gain on sale of assets of $20,097. There were no comparable transactions in the current period.
Previous report — wording carried elsewhere
During the six months ended June 30, 2023, we recorded a loss on settlement of true-up obligation of $119,370. There were no comparable transactions in the current period.
Previous report — wording carried elsewhere
During the three months ended June 30, 2023, we recorded a loss on legal settlement of $18,759. There were no comparable transactions in the current period.