Mitesco, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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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, 2025 · Filed Nov 13, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001185185-25-000970
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001185185-25-001707
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 56 previous paragraphs and 58 current paragraphs.
27 unchanged; 19 reworded; 12 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 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 (12)
Current report
In August 2025 we retained a highly qualified executive to begin development of our Robo Agent product set on a consulting basis at a rate of $10,000 per month. We have also recruited three (3) additional contract programmers to accelerate the overall process. In September 2025 we received a contract for development of a new application intended to effect the listing and sale of properties and products specifically related to sports, and the pickleball arena initially. We expect this project to be executed using both internal and external resources and to be completed in late FY2024.
Current report
During the three months ended September 30, 2024, we recorded a gain on settlement of operating lease liabilities of $636,485. There were no comparable transactions in the current period.
Current report
During the three months ended September 30, 2025, we recorded a loss on settlement of legal settlement of $500,000. There were no comparable transactions in the prior period.
Current report
During the three months ended September 30, 2024, we recorded a gain on settlement of notes payable of $693,768. There were no comparable transactions in the current period.
Current report
During the three months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583. There were no comparable transactions in the current period.
Current report
During the three months ended September 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $387,638. There were no comparable transactions in the prior period.
Current report
Comparison of the Nine Months Ended September 30, 2025, and 2024.
Current report
During the nine months ended September 30, 2025, we recorded a loss on legal settlement of $500,000. There were no comparable transactions in the prior period.
Current report
During the nine months ended September 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $646,653. There were no comparable transactions in the prior period.
Current report
On October 31, 2025 the Company entered into a Senior Secured 10% Original Issue Discount Convertible Promissory Note (the“2025 Bridge Note”) financing agreement with one of our historical institutional investors, C/M Capital Master Fund, L.P. for a potential total funding of $1 million, with an initial funding with net proceeds of $250,000. Under the terms of the 18 month note the Company is obligated to repay a total of $275,000 as the note includes a 10% original issue discount. The note bears no interest unless in default and may be converted into common stock of the Company at $0.15 per share, subject to certain adjustments. The 2025 Bridge Notes may be prepaid at 110% of the outstanding principal amount owed at the time of repayment. The obligations under the 2025 Bridge Note are guaranteed by the subsidiaries of the Company and included a pledge of the securities the Company’s subsidiaries and first priority senior security interest in all the Company’s assets.
Current report
The Series A Preferred Stock are accounted for as a liability as a result of the mandatory redemption features requiring the Company to repay the Series A in either cash or shares of Common Stock of the Company, under ASC 480, the Company is required to record the full redemption value of the Series A preferred shares as a liability. The Company has recorded the redemption value based on the 10% premium required if the Company were to repay in shares of Common Stock due to the current expected cash flows of the Company.
Current report
Note (1): accrued interest has been calculated through September 30, 2025.
Removed paragraphs (9)
Previous report
The second focus involves hosting software applications developed by software vendors, from which they will sell the use of the software by their end user clients on a “cloud” basis. By taking this approach, we gain the business of the vendor, and their clients, perhaps allowing us to grow at a faster rate with lower cost of sales. We have developed the “Centcore Partner Program” where we will help promote the software vendors who are hosting in our data centers. If we are successful helping the vendor grow his business, we will have provided a “value added service”, and benefit from increased utilization of our computing resources by not only the vendor, but also his new end user clients. Our initial focus for this area is on software providers who serve the “technology infrastructure” market doing design, engineering, construction and maintenance of significant systems. We desire to create “life cycle” relationships as the design, construction and operational life of these systems includes document management and performance modeling over years, often from 5 to 20 years.
Previous report
Advisory Board
Previous report
The Board of Directors authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company. These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act. The members of the advisory board do not have the authority to vote on matters brought to the Board of Directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.
Previous report
The compensation for the participants shall be $60,000 per year, paid through the issuance of restricted common stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment. For all appointments in FY2024 the valuation used was $.80 per share, resulting in the issuance of 75,000 shares of restricted common stock to each participant. The members of the advisory board do not have the authority to vote on matters brought to the board of directors and may only attend a meeting of the board of directors if they are invited. Also, the members of the advisory board are not bound by fiduciary duties and are not entitled to indemnification.
Previous report
The members of the Advisory Board are executives whose careers have focused on infrastructure related technology, cybersecurity, data center business development and data center systems software, and digital marketing as noted here:
Previous report
During the three months ended June 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $8,038. There were no comparable transactions in the prior period.
Previous report
Comparison of the Six Months Ended June 30, 2025, and 2024.
Previous report
During the three months ended June 30, 2025, we recorded a loss on revaluation of Series A preferred shares of $259,015. There were no comparable transactions in the prior period.
Previous report
Note (1): There had been subsequent litigation with this former landlord which has now been resolved and is reflected in the table above.. See “Subsequent Events”.
Reworded paragraphs (19)
Previous wording
Centcore has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our data center where we maintain the computing, communications and backup environment. We currently offer services through a “co-location” agreement with a data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect to create similar situations with other data centers worldwide based on our clients’ specific needs.
Current wording
Centcore has two (2) areas of focus. The first, generic data center services, is aimed at hosting applications for a specific user, sometimes referred to as “managed services offerings” or MSO, where the client moves the software licensed from various vendors, or internally developed, into our data center where we maintain the computing, communications and backup environment. We currently offer services through a “co-location” agreement with a data center based in Melbourne, Florida, which has relationships with eight (8) other data centers worldwide. Using this approach, we have an ability to rapidly expand the size of our computing resources quickly, at minimal expense. Over time we expect to create similar situations with other data centers worldwide based on our clients’ specific needs. We are also evaluating the development of a network of smaller format (5,000 to 10,000 square foot) data centers inside of existing facilities. We believe that this approach may allow us to expand capacity with a minimal capital expenditure. The existing facilities we are targeting generally have sufficient power, often with a substation nearby. These types of buildings usually have backup generators, HVAC, water and security in a form that would support a data center environment.
Previous wording
We have retained experienced 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. We have also formed an “Advisory Board” where individuals with experience in business areas where we have interest have agreed to assist us, receiving a nominal issuance of restricted common stock, in consideration of their advice.
Current wording
We have retained experienced 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.
Previous wording
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 (VTV) is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing based software. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q3 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
Current wording
The Vero Technology Ventures (VTV) subsidiary is actively reviewing potential early-stage cloud computing solution vendors and is developing its own artificial intelligence (A.I.) based application set. VTV is currently involved with the formation of a new software development project aimed at applying artificial intelligence (A.I.) to the sales process for various businesses including residential real estate using cloud computing based software. This initial effort dubbed “Robo Agent”, is expected to be available for initial users in Q4 of FY2025. Later versions may include similar functionality focused on other markets, generally in a “business to consumer” (B2C) selling situation.
Previous wording
We had revenues of $35,700 for the six months ended June 30, 2025, compared to $6,000 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Current wording
We had revenues of $3,000 for the three months ended September 30, 2025, compared to $23,500 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC. We shifted much of our limited resources to our new software projects during Q3 and as a result we saw a reduction in data center revenue.
Previous wording
Our total operating expenses for the three months ended June 30, 2025, were $370,454. For the comparable period in 2024, the operating expenses were $345,877. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform.
Current wording
Our total operating expenses for the three months ended September 30, 2025, were $1,014,422. For the comparable period in 2024, the operating expenses were $239,742. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform in addition to stock-based compensation expense of $812,149 for the three months ended September 30, 2025 compared to $106,250 for the comparable period.
Previous wording
Interest expense was $358,607 for the three months ended June 30, 2025, compared to $67,603 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion.
Current wording
Interest expense was $386,699 for the three months ended September 30, 2025, compared to $50,979 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion and interest on the outstanding legal settlements.
Previous wording
Interest expense – related parties was $0 for the three months ended June 30, 2025, compared to $4,965 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $0 for the three months ended September 30, 2025, compared to $10,587 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, 2025, we recorded a gain on revaluation of derivative liabilities of $68,222. There were no comparable transactions in the prior period.
Current wording
During the three months ended September 30, 2025, we recorded a loss on revaluation of derivative liabilities of $917,212. There were no comparable transactions in the prior period.
Previous wording
We had revenues of $18,700 for the three months ended June 30, 2025, compared to $6,000 in the comparable period. The revenues were related to our newly formed subsidiary Centcore, LLC.
Current wording
We had revenues of $38,700 for the nine months ended September 30, 2025, compared to $29,500 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, 2025, were $654,440. For the comparable period in 2024, the operating expenses were $481,353. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform.
Current wording
Our total operating expenses for the nine months ended September 30, 2025, were $1,668,862. For the comparable period in 2024, the operating expenses were $721,095. The increase is the result of the Company’s focus on establishing the operations of its newly formed subsidiaries as well as development of a software platform, in addition to stock-based compensation expense of $824,649 for the nine months ended September 30, 2025 compared to $388,250 for the comparable period.
Previous wording
Interest expense was $750,656 for the six months ended June 30, 2025, compared to $108,227 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion.
Current wording
Interest expense was $1,137,355 for the nine months ended September 30, 2025, compared to $159,206 for the comparable period in 2024. The increase was a result of the Series A preferred shares accretion and interest on the outstand legal settlements.
Previous wording
Interest expense – related parties was $2,297 for the six months ended June 30, 2025, compared to $15,546 in the prior period. The decrease was a result of reduced debt balances in the current period.
Current wording
Interest expense – related parties was $2,297 for the nine months ended September 30, 2025, compared to $26,133 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, 2025, we recorded a gain on settlement of liabilities of $562,793. There were no comparable transactions in the prior period.
Current wording
During the nine months ended September 30, 2025, we recorded a gain on settlement of liabilities of $562,793. During the nine months ended September 30, 2024, we recorded a gain on settlement of accounts payable of $1,024,583.
Previous wording
During the three months ended June 30, 2025, we recorded a gain on revaluation of derivative liabilities of $4,430,867. There were no comparable transactions in the prior period.
Current wording
During the nine months ended September 30, 2025, we recorded a gain on revaluation of derivative liabilities of $3,513,655. There were no comparable transactions in the prior period.
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 13, 2025, we had cash of approximately $2,000 compared to cash of approximately $2,700 as of June 30, 2025. 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 13, 2025, we had cash of approximately $55,000 compared to cash of approximately $300 as of September 30, 2025. This was as a result of our latest financing using the 2025 Bridge Notes (see subsequent events). 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 $188,060 for the six months ended June 30, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the six months ended June 30, 2024, was $248,157.
Current wording
Net cash used in operating activities was $308,963 for the nine months ended September 30, 2025. This is the result of establishing the operations of the Company’s newly formed subsidiaries. Cash used in operations for the nine months ended September 30, 2024, was $399,775.
Previous wording
The Company had no investing activities for the six months ended June 30, 2024 and 2025.
Current wording
The Company had no investing activities for the nine months ended September 30, 2025 and 2024.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2025, was $187,382, compared to $285,515 for the six months ended June 30, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $100,000 and cash proceeds from notes payable of $100,000, offset by the repayment of principal on the SBA loan in the amount of $12,618.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2025, was $305,882, compared to $428,759 for the nine months ended September 30, 2024. Cash provided by financing activities was the result of cash proceeds from sales of Series A preferred shares of $125,000 and cash proceeds from notes payable of $200,000, offset by the repayment of principal on the SBA loan in the amount of $19,118.
Previous wording
At June 30, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.2 million; notes payable of $0.5 million; SBA Loan Payable of $0.4 million; legal settlements of $2.8 million; accrued interest payable of $0.3 million; and other current liabilities of $0.2 million and royalty payable of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.25 million and Series A Preferred Stock liability of $7 million.
Current wording
At September 30, 2025, we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of approximately $4.3 million; notes payable of approximately $0.6 million; SBA Loan Payable of approximately $0.4 million; legal settlements of approximately $3.3 million; accrued interest payable of approximately $0.4 million; and other current liabilities of approximately $0.2 million and royalty payable of approximately $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of approximately $1.2 million and Series A Preferred Stock liability of approximately $7 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the three months ended June 30, 2025, we recorded a gain on settlement of liabilities of $562,793. There were no comparable transactions in the prior period.