Mitesco, Inc S-1/A, filed Apr 26, 2022

Mitesco, Inc. (MITI)

S-1/A 2022-04-26

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Added on October 17, 2026

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Delaware	8000	87-0496850
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

INDUSTRY AND MARKET DATA	1
PROSPECTUS SUMMARY	1
SUMMARY OF THE OFFERING	7
SELLING STOCKHOLDERS	9
RISK FACTORS	12
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	28
USE OF PROCEEDS	28
MARKET FOR OUR COMMON STOCK	29
DIVIDEND POLICY	29
CAPITALIZATION	30
DILUTION	31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
BUSINESS	42
MANAGEMENT AND BOARD OF DIRECTORS	51
EXECUTIVE AND DIRECTOR COMPENSATION	56
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	59
PRINCIPAL STOCKHOLDERS	60
DESCRIPTION OF OUR CAPITAL STOCK	62
DESCRIPTION OF SECURITIES WE ARE OFFERING	68
SHARES ELIGIBLE FOR FUTURE SALE	69
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK	71
UNDERWRITING	75
LEGAL MATTERS	82
EXPERTS	82
WHERE YOU CAN FIND MORE INFORMATION	82

CONSOLIDATED FINANCIAL STATEMENTS OF MITESCO, INC.	F-1

	●	The issuance of additional shares of our Common Stock, or securities convertible into shares of our Common Stock, may dilute the percentage ownership of our existing stockholders and may make it more difficult to raise additional capital.

	●	Our operating results and liquidity needs could be negatively affected by market fluctuations and economic downturns

	o	Department of Transportation annual exams and First Responder Exams
	o	In-clinic product sales of books, vitamins, supplements, and essential oils

	●	A breach in our cyber security could cause a violation of our obligations under HIPAA, a breach of customer and patient privacy or may have other negative consequences.

	●	We are subject to Environmental and Occupational Safety and Health Administration Regulations and other federal and state healthcare laws.

	●	We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

	●	Shares eligible for future sale may have adverse effects on our share price.

	●	Investors in this offering will experience immediate and substantial dilution in net tangible book value.

	●	If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

	●	Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our Common Stock could incur substantial losses.

	●	There can be no assurances that our Common Stock once listed on the Nasdaq will not be subject to potential delisting if we do not continue to maintain the listing requirements of the Nasdaq Capital Market.

	●	Our reverse stock split may not result in a proportional increase in the per share price of our Common Stock.

	●	Because we may issue preferred stock without the approval of our shareholders and have other anti-takeover defenses, it may be more difficult for a third party to acquire us and could depress our stock price.

	●	Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

Issuer		Mitesco, Inc.

Securities Offered by the Company		[ ] shares of Common Stock (or [__] shares if the underwriters exercise their over-allotment option in full).

Over-allotment option		We have granted to the representative of the underwriters a 45-day option to purchase up to 15% additional shares of our Common Stock at a public offering price solely to cover over-allotments, if any.

Securities Offered by Selling Stockholders		[ ] shares of Common Stock are being offered by the Selling Stockholders.

Common Stock outstanding before this offering (1)		[___] shares

Common Stock outstanding after the offering (1)		[___] shares

Use of proceeds		We estimate that the net proceeds to us from this offering for the sale of Common Stock by the Company will be approximately $[__] million, or approximately $[__] million if the underwriters exercise their over-allotment option in full, assuming an offering price of $[__] per share,(the midpoint of the range set forth on the cover page of this prospectus). We intend to use the net proceeds of this offering primarily for general corporate purposes, including working capital which includes [_____]. See “Use of Proceeds” for additional information.

Proposed Nasdaq Capital Market Trading Symbol and Listing		We have applied to list our Common Stock on the Nasdaq under the symbol “MITI.” We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq Capital Market though we will continue to seek financing for our expansion and operating needs in the debt and equity markets.

Risk Factors		See “Risk Factors” beginning on page 12 and the other information contained in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

Lock-up		We, our directors, executive officers, and stockholders who own 5% or more of our outstanding Common Stock have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period of 90 days, commencing on the date of this prospectus. See “Underwriting” for additional information.

	●	18,746,211 shares of Common Stock issuable upon exercise of outstanding stock options as of April 8, 2022, with a weighted-average exercise price of $0.159 per share;

	●	24,642,500 shares of Common Stock issuable upon exercise of outstanding warrants as of April 8, 2022, with a weighted-average exercise price of $0.62 per share;

	●	8,400,000 shares of Common Stock issuable upon conversion of outstanding shares of Series C Preferred Stock as of April 8, 2022;

	●	3,100,000 shares of Common Stock issuable upon conversion of outstanding shares of Series D Preferred Stock as of April 8, 2022;

	●	30,000,000 shares of Common Stock reserved for future issuance under our equity incentive plan as of April 8, 2022; and

	●	[_____] shares of Common Stock issuable upon exercise of the underwriter’s over-allotment option.

Name of Converting Stockholders		Number of Shares Owned Prior to Offering		Maximum Number of Shares to be Offered for Resale Pursuant to this Prospectus		Number of Shares Beneficially Owned After Offering(1)		Percent of the Class to be Owned After Offering(1)

Anson Investments Master Fund LP(2)			6,245,625		6,245,625		-0-		*
Anson East Master Fund LP(3)			2,081,875		2,081,875		-0-		*
AJB Capital (12)	`		1,720,000		1,720,000		-0-		*
Bradley Donald Case (4)			881,000		881,000		-0-		*
Cavalry Fund I LP(5)			7,020,000		7,020,000		-0-		*
Lawrence Diamond (13)			168,221		168,221		-0-		*
Exchange Listing, LLC (14)			750,000		750,000		-0-		*
GS Capital Partners, LLC (15)			637,036		637,036		-0-		*
Michael Craig Howe Living Trust(6)			4,815,000		4,815,000		-0-		*
Jefferson Street Capital, LLC(7)			1,101,250		1,101,250		-0-		*
Ingrid Jenny Lindstrom(8)			220,125		220,125		-0-		*
Mercer Street Global Opportunity Fund, LLC(9)			15,007,500		15,007,500		-0-		*
Pinz Capital Special Opportunities Fund, LP(10)			881,000		881,000		-0-		*
Preferred X shareholders (estimated)(11)			3,799,000		3,799,000		-0-	*
Total			45,327,432		45,327,432

(1)	Assumes the conversion and exercise in full of the Series C and Series D Preferred Stock and Warrants, respectively and the shares of common stock underlying the Series C and Series D Preferred Stock and the Warrants registered pursuant to this prospectus, although the Selling Stockholders are under no obligation known to us to sell any shares of common stock at this time.

(2)	Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP, hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal business address of the Selling Stockholder is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. Includes 2,362,500 shares of common stock issuable upon conversion of the Series D Preferred Stock, 1,181,250 shares of common stock issuable exercise of the Series A Warrants and 1,181,250 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. The Company issued 1,520,625 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(3)	Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP, hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these shares of common stock except to the extent of their pecuniary interest therein. The principal business address of the Selling Stockholder is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. Includes 787,500 shares of common stock issuable upon conversion of the Series D Preferred Stock, 393,750 shares of common stock issuable exercise of the Series A Warrants and 393,750 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon notice to the Company. The Company issued 506,875 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(4)	Bradley Donald Case is the President of The Good Clinic.

(5)	Thomas P. Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458. Its beneficial owners are the investors in the fund. The Cavalry Fund 1 LP’s holdings include 3,150,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 1,575,000 shares of common stock issuable exercise of the Series A Warrants and 1,575,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. The Company issued 720,00 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(6)	Michael Craig Howe is the Chief Executive Officer of The Good Clinic. The Company issued 615,000 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes relating to Mr. Howe Series D investment and promissory note.

(7)	Brian Goldberg is the Managing Member of Jefferson Street Capital LLC, and its principal business address is 720 Monroe Street, Suite C401B, Hoboken, New Jersey 07030. Includes 525,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 262,500 shares of common stock issuable exercise of the Series A Warrants and 262,500 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. The Company issued 51,250 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(8)	Ingrid Jenny Lindstrom is Mitesco Inc.’s Chief Legal Officer.

(9)	Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013. Includes 3,150,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 1,575,000 shares of common stock issuable exercise of the Series A Warrants and 1,575,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. The Company issued 307,500 commitment fee shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(10)	Matthew Pinz is the Managing Member of Pinz Capital Special Opportunities Fund, LP, and its principal business address is c/o Walkers Capital Limited, Cayman Corp Centre, 27 Hospital Road, George Town, Cayman Islands. Includes 420,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 210,000 shares of common stock issuable exercise of the Series A Warrants and 210,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The Series D Preferred Stock and Warrants held by the Selling Stockholder are subject to beneficial ownership limitations such that the Series D Preferred Stock and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding the beneficial ownership limitation. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. The Company issued 41,000 commitment shares of the Company’s common stock in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(11)	Upon the up listing the Series X Preferred shareholders have agreed to exchange at fair market value their Series X Preferred shares for Series D Preferred Stock. As a condition of the conversion the Series X Preferred shareholders will give up their “super voting rights.” The Series D Preferred shares will be converted into common stock and warrants, consistent with all other Series D Preferred share terms for all other Series D Preferred shareholders.

(12)	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 its maturity, (ii) a promissory note in the aggregate principal amount of $750,000 (the “Note”), 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; and 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 $616,250.00, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees.

(13)	On March 22, 2022, the Company issued 168,221 commitment fee shares of the Company’s common stock to Mr. Diamond in exchange for his approval of the AJB Capital Investors and the collective Anson Fund promissory notes.

(14)	On February 23, 2022 the Company engaged Exchange Listing LLC, located at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301, to provide an array of capital markets services enabling the Company to better achieve its financial goals of trading on a senior exchange in the United States, which shall mean to be publicly listed on the Nasdaq Capital Markets (“Nasdaq”). The scope of services include assisting the Company with a capital market road map that includes strategy, development and execution; structuring its capitalization table and preparing for the Nasdaq Listing; assisting the Company with its corporate presentation and financial modeling; managing the Nasdaq Listing application process; and rendering advice on methods of structuring financing, assisting the Company in identifying and working with selected investors, placement agents and/or underwriters. In addition, Exchange Listing, LLC will assist the Company with the development of its corporate governance policy in compliance with Nasdaq requirements; assisting the Company creation and adoption of a Corporate Governance Manual in accordance with Nasdaq requirements; and assisting the Company with development of its complete corporate governance certification documents. The Company agreed to pay $5,000 on execution, $25,000 on the successful up list and 750,000 shares of restricted stock.

(15)	On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with GS Capital Partners, 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”), which Commitment Fee Shares can be decreased to 370,756 shares ($92,680) if the Company repays the Note on or prior its maturity, (ii) a promissory note in the aggregate principal amount of $277,777 (the “Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 277,777 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on April 18, 2022 (the “Original Issue Date”). 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 a principal amount of $277,777 for a purchase price of $250,000, resulting in an original issue discount of $27,777; and 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 $227,500, due to a reduction in the 250,000 purchase price as a result of broker, legal, and transaction fees.

	Year Ended December 31,
	2021			2020
Statement of Operations Data:
Net sales	$	115,994		$	--
Cost of products sold		455,587			--
Gross profit		(339,593			--
Total operating expenses		6,058,996			2,533,569
Income (loss) from operations		(6,398,589	)		(2,533569	)
Total other income (expenses)		(1,524,045	)		(327,025	)
Net income (loss)	$	(7,922,634	)	$	(2,860,594	)
Basic and dilutive income (loss) per share of Common Stock	$	(0.06	)	$	(0.03	)
Weighted average number of shares of Common Stock outstanding		202,000,201			105,177,272

	As of December 31, 2021
	Actual			As Adjusted(1)
Balance Sheet Data:
Cash	$	1,164,483		$
Total assets	$	10,654,826		$
Total liabilities	$	9,531,952		$
Accumulated deficit	$	(25,478,332	)	$
Total stockholders’ equity	$	1,122,874		$
Total liabilities and stockholders’ equity	$	10,654,826		$

	●	sale of our Common Stock by our stockholders, executives, and directors;
	●	volatility and limitations in trading volumes of our securities;
	●	our ability to obtain financings to implement our business plans;
	●	the timing and success of introductions of new clinics;
	●	our ability to attract new customers;
	●	the impact of COVID-19;
	●	changes in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders;
	●	our cash position;
	●	announcements and events surrounding financing efforts, including debt and equity securities;
	●	our inability to enter new markets or develop new products;
	●	reputational issues;
	●	our inability to successfully manage our business or achieve profitability;
	●	announcements of acquisitions, partnerships, collaborations, joint ventures, new products, capital commitments, or other events by us or our competitors;
	●	changes in general economic, political and market conditions in any of the regions in which we conduct our business;
	●	changes in industry conditions or perceptions;
	●	analyst research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;
	●	departures and additions of key personnel;
	●	disputes and litigation related to intellectual properties, proprietary rights, and contractual obligations;
	●	changes in applicable laws, rules, regulations, or accounting practices and other dynamics;
	●	market conditions or trends in our industry; and
	●	other events or factors, many of which may be out of our control.

				December 31, 2021
	Actual			Pro Forma (unaudited) (2)	Pro Forma As Adjusted (unaudited)
Cash	$	1,164,000		$	$
Total liabilities		9,532,000
Total stockholders’ equity:
Common Stock, $0.01 par value, 500,000,000 shares authorized, and 213,333,170 shares issued and outstanding as of December 31, 2021 , and [___] shares issued and outstanding, as adjusted;		2,132,000
Additional paid-in capital		24,295,000
Accumulated (deficit)		(25,478,000	)
Total liabilities and stockholders’ equity		10,655,000
Capitalization	$	34,133,000		$	$

Mitesco Inc. Capitalization Table
	Common Shares
Outstanding per transfer agent		220,665,115
Employee Stock Options Issued		18,746,211
Preferred C Issuable		4,200,000
Preferred D Issuable		13,020,000
Preferred C Warrants		4,200,000
Preferred D Warrants		13,020,000
Diamond Warrants		935,000
Howe Warrants		4,200,000
Consent Shares Issuable		1,682,000
AJB Funding Issuance		1,720,000
AJB Warrants		750,000
Anson Funding Issuable		1,720,000
Anson Warrants		750,000
GS Capital Partners Commitment Shares		637,036
GS Capital Partners Warrants		277,777
Exchange Listing, LLC		750,000
Restricted Common Stock Subscribed		132,163
Preferred X Conversion Estimated		3,799,000
Preferred X Dividends		345,562
Diamond Prom Note Coverage		168,221
Howe Prom Note Coverage		410,000
Fully Diluted		292,128,085

Assumed public offering price per share		$
Pro forma net tangible book value (deficit) per share as of December 31, 2021		$
Increase in pro forma as adjusted net tangible book value per share as of December 31, 2021
Pro Forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors purchasing shares in this offering		$

	●	the total consideration paid to us by our existing stockholders and by new investors purchasing Common Stock in this offering, assuming a public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), before deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering; and

	●	the average price per share paid by existing stockholders and by new investors purchasing shares in this offering.

●	Identification of the contract, or contracts, with a customer;
●	Identification of the performance obligations in the contract;
●	Determination of the transaction price;
●	Allocation of the transaction price to the performance obligations in the contract; and
●	Recognition of revenue when, or as, we satisfy a performance obligation.

	Type of			Share		Liability
Name	Liability	# shares		Value		Amount			Loss

Ronald Riewold, Director	Deferred Compensation		1,200	$	41,675	$	30,000		$	(11,675	)
Larry Diamond, Director, and CEO	Deferred Compensation		2,000	$	69,458	$	50,000		$	(19,458	)
James Crone, ex-Officer, and Director	Deferred Compensation		2,884	$	100,158	$	72,089		$	(28,069	)
Louis Deluca, ex-Officer, and Director	Deferred Compensation		2,400	$	83,350	$	60,000		$	(23,350	)
Irish Italian Retirement Fund	Consulting services, notes payable (a)		12,503	$	434,216	$	312,572	(a)	$	(121,644	)
Frank Lightmas	Legal fees (b)		3,240	$	112,522	$	81,000	(b)	$	(31,522	)
Total			24,227	$	841,379	$	625,661		$	(235,718	)

Name	Age	Board of Directors	Appointed
Lawrence Diamond	58	Director	10/07/2019
Thomas Brodmerkel	63	Chairman of the Board of Directors	12/31/2019
Dr. H. Faraz Naqvi	55	Director	07/13/2020
Juan Carlos Iturregui Esq	56	Director	07/31/2020
Shelia Schweitzer	73	Director	06/01/2021

Name	Age	Executive Officers	Appointed
Lawrence Diamond	58	Chief Executive Officer	11/01/2019
Phillip J. Keller	55	Chief Financial Officer	03/17/2021
Ingrid Jenny Lindstrom	47	Chief Legal Officer	04/12/2021

														Nonqualified
												Non-Equity		Deferred		All
							Stock		Options			Incentive Plan		Compensation		Other
Name and Principal			Salary		Bonus		Awards		Awards			Compensation		Earnings		Compensation			Total
Position	Year		($)		($)		($)		($)			($)		($)		($)			($)
Lawrence Diamond	2021			264,180		-		-		263,422			-		-		78,200	(f)		605,802
	2020	(a) (b)		130,000		-		-		83,387	(c)		-		-		-			213,387
Phillip Keller	2021			207,847		-		-		430,030	(g)		-		-		-			637,877

Jenny Lindstrom	2021			186,689		-		-		428,921	(g)		-		-		-			615,610

Julie R. Smith	2020	(d)		79,700		-		-		-			-		-		51,500	(e)		131,200

(a)	Does not included compensation as a Director
(b)	Does not include $120,000 of salary accrued but not paid during the year
(c)	Consist of the fair value of 2,500,000 stock options which were granted and vested during the year
(d)	Resigned effective July 1, 2020 which was settled in June of 2021
(e)	Consists of an overpayment as part of final payroll settlement
(f)	Consists of the fair value of the fair value of 312,800 shares that were issued in lieu of monies owed Mr. Diamond
(g)	Consists of the fair value of 1,750,000 stock options which were granted

		Fees								Nonqualified
		Earned or						Non-Equity		Deferred		All
		Paid in		Stock		Options		Incentive Plan		Compensation		Other
Name and Principal		Cash ($)		Awards		Awards		Compensation		Earnings		Compensation		Total
Position		($)		($)		($)		($)		($)		($)		($)
Thomas Brodmerkel			30,000		-		52,430		-		-		-		82,430
Dr. H. Faraz Naqvi			30,000		-		41,944		-		-		-		71,944
Juan Carlos Iturregui			30,000		-		38,798		-		-		-		68,798
Sheila Schweitzer	(a)		17,500		-		255,205		-		-		-		272,705
Ron Riewold	(b)		12,500		-		-		-		-		-		12,500

(a)	Ms. Sheila Schweitzer was appointed to the Board of Directors on June 1, 2021.
(b)	Mr. Ron Riewold resigned from the Board of Directors effective June 1, 2021.

		Number of
		Outstanding Options
Name and Principal		As of
Position		December 31, 2021
Thomas Brodmerkel		1,350,000
Dr. H. Faraz Naqvi		200,000
Juan Carlos Iturregui		185,000
Sheila Schweitzer	(a)	1,035,000
Ron Riewold	(b)	683,332

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans not approved by security holders		4,451,211	$	0.03
Equity compensation plans approved by security holders		14,295,000	$	0.51		30,000,000
Total		18,746,211	$	0.50		30,000,000

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock		Percentage of Common Stock Beneficially Owned			Number of Shares of Series X Preferred Stock		Percentage of Series X Preferred Stock			Number of Shares of Series C Preferred Stock		Percent of Series C Preferred Stock			Number of Shares of Series D Preferred Stock		Percent of Series D Preferred Stock

Directors and Officers
Ronald Riewold (Director)(1)		2,198,431		1	%		1,200		5	%
Tom Brodmerkel (Director)(2)		1,325,000		*			-		--
Larry Diamond (Director, Officer)(3)		8,197,482		3	%		2,000		8	%
Juan Carlos Iturregui (Director)(4)		1,285,000		*			12,503		52	%
Phillip Keller (6)		1,770,000		1	%		-		--
Jenny Lindstrom (6),(9)		1,970,250		1	%		-		--								25,000		1	%
Faraz Naqvi (Director)(2)		1,300,000		*			--		--
Sheila Schweitzer (6)		1,035,000		*			-		--
Current Executive Officers and Directors as a group (8 Persons)		19,081,163		7	%		15,703		65	%							25,000		1	%

5% or more shareholders
James Crone		0		--			2,884		12	%
Louis DeLuca		0		--			2,400		10	%
Anglo Irish Management LLC (5)		1,025,514		*			12,503		52	%
Frank Lightmas		0		--			3,204		13	%
Cavalry Fund I, LLP(7)		15,420,000		6	%							1,000,000		100	%		750,000		24	%
Mercer Street Global Opportunity Fund (8)		6,607,500		2	%												750,000		24	%

(1)	Consists of 2,198,431 shares of common stock and options to purchase an additional 683,332 shares of common stock.

(2)	Consists of options to purchase 1,325,000 shares of common stock.

(3)	Consists of 6,508,271 shares of common stock and options to purchase an additional 1,500,000 shares of common stock.

(4)	Consists of 1,100,000 shares of common stock and options to purchase and options to purchase an additional 185,000 shares owned directly by Mr. Iturregui.

(5)	Based solely on a Schedule 13D filed by Anglo Irish Management LLC (“Anglo”), Anglo received 1,025,514 shares of common stock as interest earned on shares of the Series X Preferred Stock and owns 12,503 shares of Series X Preferred. Daniel Hollis is the Manager of Anglo-Irish Management LLC, and its business address is 9057A Selbourne Lane, Chatt Hills, GA 30268.

(6)	Consists of option to purchase common shares.

(7)	Cavalry Fund I LP owns 1,000,000 shares of Series C Preferred Stock. Includes 4,200,000 shares of common stock issuable upon conversion of the Series C Preferred Stock and 2,100,000 shares of common stock issuable exercise of the Series A Warrants and 2,100,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The fund also owns 750,000 shares of Series D Preferred Stock. Includes 6,300,000 shares of common stock issuable upon conversion of the Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. Thomas P. Walsh is the manager of Cavalry Fund I LP and its principal business address is 82 E, Allendale Rd., Suite 5B, Saddle River, NJ 07458.

(8)	Mercer Street Global Opportunity Fund Includes 6,300,000 shares of common stock issuable upon conversion of 750,000 shares of Series D Preferred Stock and 3,150,000 shares of common stock issuable exercise of the Series A Warrants and 3,150,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company. Jonathan Juchno is the Chair of the Investment Committee of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 107 Grand Street, 7th Floor, New York, New York 10013.

(9)	Ms. Lindstrom the Companies Chief Legal Officer includes 210,000 shares of common stock issuable upon conversion of 25,000 shares of Series D Preferred Stock and 105,000 shares of common stock issuable exercise of the Series A Warrants and 105,000 shares of common stock issuable upon exercise of Series B Warrants, without giving effect to the blocker described in the next sentence. The beneficial ownership limitation is initially set at 4.99% but may be increased to 9.99% upon 61 days’ notice to the Company.

	●	1% of the number of shares of our Common Stock then outstanding; and
	●	the average weekly trading volume in our Common Stock on the during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

		Total
	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discounts and commissions (_%)	$	$	$
Non-accountable expense allowance (_%)⁽¹⁾	$	$	$
Proceeds, before expenses, to us	$	$	$


PAGE

F-2	REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS (PCAOB 587)

F-3	CONSOLIDATED BALANCE SHEETS

F-4	CONSOLIDATED STATEMENTS OF OPERATIONS

F-5	CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

F-6	CONSOLIDATED STATEMENTS OF CASH FLOWS

F-8	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	December 31,			December 31,
ASSETS	2021			2020
Current assets
Cash and cash equivalents	$	1,164,483		$	64,789
Accounts receivable		44,313			-
Inventory		25,314			-
Prepaid expenses		72,985			-
Total current assets		1,307,095			64,789

Right to use operating leases, net		3,886,866			310,361
Construction in progress		1,984,701			417,082
Fixed assets, net of accumulated depreciation of $183,988 and $19,590		3,476,164			6,282

Total Assets	$	10,654,826		$	798,514

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities		3,976,064			1,069,331
Accrued interest		7,657			137,522
Derivative liabilities		-			807,682
Lease liability - operating leases, current		161,838			8,905
Notes Payable, net of discount		588,432			-
Convertible notes payable, net of discount of $0 and $317,405		-			317,405
Convertible note payable, in default		-			122,166
SBA Loan Payable		460,406			460,406
Other current liabilities		169,422			95,256
Preferred stock dividends payable		195,169			9,967
Total current liabilities		5,558,988			3,028,640

Lease Liability- operating leases, non-current		3,972,964			312,099

Total Liabilities	$	9,531,952		$	3,340,739

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 as Series D Preferred Stock 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 December 31, 2021 and 2020, respectively		-			48
Preferred stock, Series C, $0.01 par value, 940,644 and 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively		9,406			-
Preferred stock, Series D, $0.01 par value, 3,100,000 and 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively		31,000			-
Preferred stock, Series X, $0.01 par value, 24,227 and 26,227 shares issued and outstanding at December 31, 2021 and 2020, respectively		242			262
Common stock subscribed		132,163			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 213,333,170 and 155,381,183 shares issued and outstanding as of December 31, 2021 and 2020, respectively		2,133,332			1,553,812
Additional paid-in capital		24,295,063			10,340,821
Accumulated deficit		(25,478,332	)		(14,437,168	)
Total stockholders' equity (deficit)		1,122,874			(2,542,225	)

Total liabilities and stockholders' equity (deficit)	$	10,654,826		$	798,514