Mitesco, Inc.
For the period ended Jun 30, 2026. Filed Aug 17, 2026.
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.
Jun 30, 2026 · Filed Aug 17, 2026
MITIStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001185185-26-001982
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-17.
0001185185-26-003575
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 40 previous paragraphs and 57 current paragraphs.
21 unchanged; 10 reworded; 25 added; 9 removed; 0 previous and 1 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 (25)
Current report
The Company currently operates through two primary business segments: its data center subsidiary, Centcore, and its software development division, Vero Technology Ventures (VTV).
Current report
Centcore initially entered the market through a colocation agreement with a data center facility in Melbourne, Florida. However, the Company exited that arrangement in late 2025 due to operating costs that were no longer competitive within the evolving market environment. In the first quarter of fiscal 2026, Centcore announced a strategic focus on developing and operating smaller-footprint data centers, generally targeting facilities of approximately 10,000 square feet. Building on that strategy, the Company recently unveiled plans to deploy an edge computing network utilizing its proprietary TC/DC modular data center node design, which is intended for residential, rural, and office-based deployments.
Current report
Vero Technology Ventures' operations are centered on the development and commercialization of software and artificial intelligence solutions. Its flagship AI platform, Robo Agent, is designed to enhance sales productivity and workflow automation, with its initial market focus on the residential real estate sector and future expansion planned into financial services and related industries.
Current report
In addition, VTV has developed Sportzfolio, a digital marketplace platform for the listing, marketing, and sale of sports-related properties and facilities. The platform supports a wide range of assets, including pickleball, golf, tennis, youth activity, and other specialized recreational properties. Sportzfolio is currently operational and features a user experience and property search functionality similar to leading online real estate marketplaces.
Current report
The Robo Agent initial prototype is in testing with a small group of agents with varying levels of experience and technical skills. Management believes it will be able to create its first licensing in Q4 FY2026 as it rolls out its full production version in late FY2026. It is intended only to be licensed to major players, of which most are publicly held companies. The smaller players in the industry will be sold and supported by third parties who specialize in supporting that segment of the marketplace.
Current report
The Robo Agent project has been strongly influenced by executives at one of the largest publicly held brokerages, who employs over 84,000 agents. The software will be running exclusively on the Company’s Centcore Data Center platform. Further, management believes the same user base can be engaged to deploy the new TC/DC edge computing platform aimed at residential and rural installations.
Current report
The new data center effort is focused on edge computing and is moving forward with a small engineering group set to build the first units, dubbed TC/DC and establish standards for the larger scale assembly effort. An executive with extensive data center operations is heading the project and has been working with the Company on the design of the application software for managing the network and allocation of tasks. Management is believes it can place up to 10,000 units over 2 – 3 years using its real estate agent user base to place units at residential sites, including owners of public housing, with larger installations on ranch and rural properties, and sparsely used areas such as golf courses and schools.
Current report
The Company intends to deploy three (3) models of the TC/DC, one with (2) processors, one with (5) processors and one with (10) processors. While the initial design is contemplated using Apple’s A5 processors, it expects a second vendor version as well, likely with processors from AMD, or a similar provider. Since the whole concept is low power consumption, the evaluation of “tokens per kWh” is a key factor. (A token is the measurement of computing resources used in AI operations.) The unit resembles a conventional trash can (hence the “TC” in the name) with versions intended for inside a garage, fully weatherproofed for outdoor settings, and a version to go inside of a home. The internet connection may be made by satellite (i.e. Starlink), conventional internet (Comcast, etc.) or a private 5G radio link. The battery systems will be recharged by 110v or in some cases solar panels.
Current report
Pulte Homes recently announced a prototype effort in a similar vein, though much more expensive and complicated than the TC/DC design.
Current report
https://que.com/nvidia-pulte-help-startup-deploy-mini-data-centers-in-homes/
Current report
https://www.realtor.com/news/trends/nvidia-pultegroup-span-date-center-backyard/
Current report
The Company is currently working through its corporate real estate brokerage connections to explore similar relationships with other large-scale production home builders, and regional builders. Also, with its larger relationships, it is evaluating certain rural applications where a barn or utility building might house multiple units with significant “off grid” power from solar panels.
Current report
The initial units are expected to cost around $10,000 each, dropping on volume over time.
Current report
We had revenues of $20,000 for the three months ended June 30, 2026, compared to $18,700 in the comparable period. The revenue for the three months ended June 30, 2026 were related to the development of a new software for a customer compared to the prior year which were related to our subsidiary Centcore, LLC, which provides data center services.
Current report
Interest expense was $561,525 for the three months ended June 30, 2026, compared to $358,607 for the comparable period in 2025. The increase was a result of the increased debt discount amortization related to the convertible notes and day one interest charges of $210,813 related to the derivative liabilities in excess of the face value.
Current report
During the three months ended June 30, 2026, we recorded a gain on settlement of liabilities of $0, compared to $562,793 in the prior period.
Current report
Revenues
Current report
We had revenues of $20,000 for the six months ended June 30, 2026, compared to $35,700 in the comparable period. The revenue for the six months ended June 30, 2026 were related to the development of a new software for a customer compare to the prior year which were related to our subsidiary Centcore, LLC, which provides data center services.
Current report
Operating Expenses
Current report
Our total operating expenses for the six months ended June 30, 2026, were $831,801. For the comparable period in 2025, the operating expenses were $654,440. The increase is the result of the Company’s focus on establishing future business opportunities as well as development of a software platform.
Current report
Other Income and Expenses
Current report
Interest expense was $879,764 for the six months ended June 30, 2026, compared to $750,656 for the comparable period in 2025. The increase was a result of increased debt discount amortization and day one interest charges of $210,813 related to the derivative liabilities in excess of the face value.
Current report
During the six months ended June 30, 2026, we recorded a gain on settlement of liabilities of $0, compared to $562,793 in the prior period.
Current report
During the six months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $133,277, compared to $4,430,867 in the prior period.
Current report
During the six months ended June 30, 2026, we recorded a loss on revaluation of Series A preferred shares of $196,385, compared to $259,015 in the prior period.
Removed paragraphs (9)
Previous report
In June 2024 we announced the formation of two (2) new wholly owned business units, Centcore, LLC (“Centcore”) that is providing data center services including cloud computing and application hosting, and Vero Technology Ventures, LLC (“VTV”), whose aim is to seek investment and acquisition opportunities, generally in the areas of cloud computing and data center related applications.
Previous report
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.
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
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.
Previous report
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.
Previous report
There are several other projects in evaluation, generally aimed at software that would operate on a cloud computing platform such as that which the Company has in its Centcore Data Center.
Previous report
We had revenues of $0 for the three months ended March 31, 2026, compared to $17,000 in the comparable period in 2025. The revenues were related to our subsidiary Centcore, LLC which we pause operations during the current period.
Previous report
Interest expense was $318,239 for the three months ended March 31, 2026, compared to $392,049 for the comparable period in 2025. The decrease was a result of decreased debt balances offset by the Series A preferred shares accretion.
Reworded paragraphs (10)
Previous wording
Included in the above totals, effective December 31, 2024, the Company has entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional investor. This extinguishes $580,132 of its short-term debt. As of the date of this filing all FY2024 bridge notes have been extinguished. Further, during January 2025 the Company issued 4,000 shares of its Series A Preferred shares in consideration of an investment of $100,000 by three (3) of its institutional investors.
Current wording
Included in the above totals, effective December 31, 2024, the Company entered into Obligation Exchange Agreements pursuant to which it has converted $580,132, including $32,132 of principal and interest, of its 2024 Bridge Notes into Series A Preferred shares, which resulted in the issuance of 23,206 shares of Series A Preferred shares to three (3) of its institutional investor. This extinguishes $580,132 of its short-term debt. As of the date of this filing all FY2024 bridge notes have been extinguished. Further, during January 2025 the Company issued 4,000 shares of its Series A Preferred shares in consideration of an investment of $100,000 by three (3) of its institutional investors.
Previous wording
Our total operating expenses for the three months ended March 31, 2026, were $352,929. For the comparable period in 2025, the operating expenses were $283,986. The increase is the result of the Company’s focus on developing its new Robo Agent software.
Current wording
Our total operating expenses for the three months ended June 30, 2026, were $478,872. For the comparable period in 2025, the operating expenses were $370,454. The increase is the result of the Company’s focus on establishing future business opportunities as well as development of a software platform.
Previous wording
During the three months ended March 31, 2026, we recorded a loss on revaluation of derivative liabilities of $4,388 compared to $4,362,645 in the prior period.
Current wording
During the three months ended June 30, 2026, we recorded a gain on revaluation of derivative liabilities of $137,665, compared to $68,222 in the prior period.
Previous wording
During the three months ended March 31, 2026, we recorded a loss on settlement of series A preferred shares of $101,733 compared to $250,977 in the prior period. The decrease is a result of reduce number of common shares issued for settlement as a result of beneficial ownership limitation.
Current wording
During the three months ended June 30, 2026 we recorded a loss on the settlement of Series A preferred shares of $94,652, compared to $8,038 in the prior period.
Previous wording
Interest expense – related parties was $0 for the three months ended March 31, 2026, compared to $2,297 in the prior period. The decrease was a result of the settlement of all outstanding debt balances during the year ended December 31, 2025.
Current wording
Interest expense – related parties was $0 for the six months ended June 30, 2026, compared to $2,297 in the prior period. The decrease was a result of reduced debt balances in the current 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 May 20, 2026, we had cash of approximately $2,400 compared to cash of approximately $1,500 as of March 31, 2026. Our Company’s recurring losses from operations, 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 August 17, 2026, we had cash of approximately $5,700 compared to cash of approximately $8,000 as of June 30, 2026. Our Company’s recurring losses from operations, 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 $219,739 for the three months ended March 31, 2026 compared to cash used in operations for the three months ended March 31, 2025, of $97,413. The increase is the result of the Company’s focus on developing its new Robo Agent software.
Current wording
Net cash used in operating activities was $495,106 for the six months ended June 30, 2026. This is the result of the development of its new software platforms and other administrative activities. Cash used in operations for the six months ended June 30, 2025 was $188,060.
Previous wording
The Company had no investing activities for the three months ended March 31, 2026 and 2025.
Current wording
Net cash used in investing activities was the result of the Company advancing $55,000 in unsecured funds to an unrelated third party for the six months ended June 30, 2026 compared to no investing activities for the six months ended June 30, 2025.
Previous wording
Net cash provided by financing activities for the three months ended March 31, 2026, was $120,415, compared to $94,200 for the three months ended March 31, 2025. Cash provided by financing activities for the three months ended March 31, 2026 was the result of cash proceeds from convertible promissory notes of $125,000, offset by the repayment of principal on the SBA loan in the amount of $4,585. Cash provided by financing activities for the three months ended March 31, 2025, was the result of cash proceeds from sales of Series A preferred shares of $100,000, offset by the repayment of principal on the SBA loan in the amount of $5,800.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026, was $457,233, compared to $187,382 for the six months ended June 30, 2025. Cash provided by financing activities for the six months ended June 30, 2026 was the result of cash proceeds from convertible promissory notes of $471,000, offset by the repayment of principal on the SBA loan in the amount of $13,767. Cash provided by financing activities for the six months ended June 30, 2025, 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.
Previous wording
At March 31, 2026 we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.1 million; notes payable of $0.6 million; convertible notes payable of $0.6 million; SBA Loan Payable of $0.4 million; legal settlements of $3.5 million; accrued interest payable of $0.4 million; and other current liabilities of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.4 million, Series A Preferred Stock liability of $9.2 million and preferred stock dividends payable $0.02 million.
Current wording
At June 30, 2026 we had the following current liabilities which are payable in cash: Accounts payable and accrued liabilities of $4.1 million; notes payable of $0.6 million; convertible notes payable of $0.7 million; SBA Loan Payable of $0.4 million; legal settlements of $3.5 million; accrued interest payable of $0.5 million; and other current liabilities of $0.2 million. We also have the following liabilities which are payable in stock: derivative liabilities of $0.8 million, Series A Preferred Stock liability of $11.6 million and preferred stock dividends payable of $0.03 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Comparison of the Six Months Ended June 30, 2026, and 2025.