What changed in this filing

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Item 1. Business

2024-03-27 compared with 2023-06-06 · 99 added, 175 removed, 688 unchanged (28% of the section changed)

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services (emerging businesses with a strong organic growth plan that is materially cash generative).

All of our operations are conducted through, and

our income derived from, our various subsidiaries.

We operate the following businesses through our wholly owned subsidiaries.

· Healthcare Business .

Nova Ortho and Spine, PLLC, or Nova, which we acquired May 31, 2021,

operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims

with primary care evaluations, interventional pain management, and specialty consultation services.

We focus on plaintiff related care

are and a highly efficient provider of emergency medical condition, or EMC, assessments.

We provide a full range of diagnostic and surgical

services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves.

sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles.

· Financial Services (Tax Resolution) Business .

Platinum Tax Defenders, or Platinum Tax, which

we acquired on July 31, 2018, is a full-service tax resolution firm located in Los Angeles, California.

Since 2011, we have been assisting

all types of taxpayers resolve any and all issues with the Internal Revenue Services, or the IRS, and applicable state tax agencies.

provide fee-based tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients

to settle outstanding tax debts.

· Real Estate Business .

Edge View Properties, Inc., or Edge View, which we acquired on July

16, 2014, is a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted;

acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs;

(12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well

as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.

has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture

agreement with a developer for this planned concept development.

Each of these businesses is described in more

detail below;

however, since our healthcare business comprises almost 90% of our revenue and this business will be our core business moving

forward, we have focused most our disclosures on this business.

On May 31, 2021, we acquired Nova Ortho and Spine,

LLC, or Nova, which operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic

injury victims with primary care evaluations, interventional pain management, and specialty consultation services.

We focus on plaintiff

related care are and a highly efficient provider of emergency medical condition, or EMC, assessments.

We provide a full range of diagnostic

and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and

From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles.

We also own a real estate company, Edge View Properties,

Inc., or Edge View, which we acquired on July 16, 2014.

Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots

already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current

housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon

for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2)

Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans

to enter into a joint venture agreement with a developer for this planned concept development.

Our Corporate History and Structure

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under the laws of Nevada.

As noted above, all of our operations are conducted

through our operating subsidiaries, Nova, Platinum Tax and Edge View.

Nova was organized in the State of Florida on

December 3, 2018.

Platinum Tax was incorporated in the State of Nevada on July 12, 2022.

Its processor company, Platinum Tax Defenders,

LLC was organized in the State of California on January 3, 2012 and was terminated on November 4, 2021.

Edge View was incorporated in

the State of Idaho on February 9, 2005.

All of our operations are conducted through our

operating subsidiaries, Nova and Edge View.

Nova was organized in the State of Florida on December 3, 2018 and Edge View was incorporated

in the State of Idaho on February 9, 2005.

The following chart depicts our current organizational

During the year ended December 31, 2023, we sold

our financial services (tax resolution) business, Platinum Tax Defenders, or Platinum Tax, that we acquired on July 31, 2018, which was

a full-service tax resolution firm located in Los Angeles, California.

Through this subsidiary, we provided fee-based tax resolution services

to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.

We also previously owned all of the equity interests

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series F preferred stock by the original owners and our issuance of 67,500 shares of series B preferred stock to the original owners.

The following chart depicts our current organizational

Our Business Strategy

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for our stockholders.

Our primary focus is on the healthcare sector, with holdings in financial services, and real estate, where we utilize

our management team’s relationship networks, industry experiences and deal sourcing capabilities to target companies we believe

have an experienced management team and compelling assets which we believe are well positioned for growth.

Our culture emphasizes core

values, teamwork, accountability, and performance.

Specifically, we have and will continue to look at a diverse variety of acquisitions

in the healthcare sector in terms of growth stages and capital structures and we intend to focus our portfolio of subsidiaries approximately

80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second

stage startups in healthcare and related financial services (emerging businesses with a strong organic growth plan that is materially

cash generative).

Our acquisition strategy is driven by structure, transaction value, alignment, resources and return on investment.

we identify potential targets, it is also our strategy and goal to identify and recruit the right operating executive partners that have

the requisite tools and experience to manage and grow our existing and newly acquired subsidiaries.

Based on our management’s long

history and experience in building relationships with a vast number of executives and their teams, we are confident that we have placed

or left successful executives in charge of our current subsidiaries and will be able to identify appropriate executives to add long term

value to any future acquisitions.

Our primary focus is on the healthcare sector, with holdings and real estate, where we utilize our management team’s

relationship networks, industry experiences and deal sourcing capabilities to target companies we believe have an experienced management

team and compelling assets which we believe are well positioned for growth.

Our culture emphasizes core values, teamwork, accountability,

and performance.

Specifically, we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms

of growth stages and capital structures and we intend to focus our portfolio of subsidiaries approximately as follows:

80% will be targeted

to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second stage startups in healthcare

and related financial services (emerging businesses with a strong organic growth plan that is materially cash generative).

Our acquisition

strategy is driven by structure, transaction value, alignment, resources and return on investment.

As we identify potential targets, it

is also our strategy and goal to identify and recruit the right operating executive partners that have the requisite tools and experience

to manage and grow our existing and newly acquired subsidiaries.

Based on our management’s long history and experience in building

relationships with a vast number of executives and their teams, we are confident that we have placed or left successful executives in

charge of our current subsidiaries and will be able to identify appropriate executives to add long term value to any future acquisitions.

After our acquisitions, the entities become wholly

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In evaluating a potential target business, we

conduct a comprehensive due diligence review to seek to determine a company’s quality and its intrinsic value.

That due diligence

review may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations

conduct a comprehensive due diligence review to determine a company’s quality and its intrinsic value.

That due diligence review

may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations

with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information that we will seek

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a wholly owned subsidiary of our company.

We anticipate structuring our acquisitions is

We anticipate structuring our acquisitions in

such a way so that the post-business combination subsidiary company will own or acquire 100% of the equity interests or assets of the

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Management Operating and Investing Experience .

Our directors and executive officers have

significant executive, investment and operational experience in the management and growing of small and middle market companies.

that this breadth of experience provides us with a competitive advantage in evaluating businesses and acquisition opportunities.

Our directors and executive officers have significant executive, investment

and operational experience in the management and growing of small and middle market companies.

We believe that this breadth of experience

provides us with a competitive advantage in evaluating businesses and acquisition opportunities.

Extensive Network of Small to Middle Market Companies .

As a result of their experience with

acquisitions and in providing services to small to middle market companies around the United States, our management team members have

developed a broad array of contacts at private and closely held companies.

We believe that these contacts will be important in generating

potential acquisition opportunities for us.

As a result of their experience with acquisitions and in providing

services to small to middle market companies around the United States, our management team members have developed a broad array of contacts

at private and closely held companies.

We believe that these contacts will be important in generating potential acquisition opportunities

Public Company Benefits .

We believe our structure will make us an attractive business transaction

partner to prospective acquisition targets.

As an existing public company, we will be able to raise capital to deploy to our acquired

businesses for their business operations.

Additionally, we will be able to offer to the employees of our subsidiaries equity in our company

as an additional means of creating management incentives that are better aligned with stockholder’s interests.

We believe our structure will make us an attractive business transaction partner to prospective

acquisition targets.

As an existing public company, we will be able to raise capital to deploy to our acquired businesses for their business

Additionally, we will be able to offer to the employees of our subsidiaries equity in our company as an additional means of

creating management incentives that are better aligned with stockholder’s interests.

Maintaining of day-to-day control of operations .

As part of our acquisition criteria for

a target company, we search for companies with what we believe are strong management teams, which allows us to have the management team

maintain control of the day-to-day operations of the companies.

We believe this model is attractive to target companies with management

desiring to obtain the benefits of being a public company while maintaining control over the operations of their company.

As part of our acquisition criteria for a target company, we search

for companies with what we believe are strong management teams, which allows us to have the management team maintain control of the day-to-day

operations of the companies.

We believe this model is attractive to target companies with management desiring to obtain the benefits of

being a public company while maintaining control over the operations of their company.

Intellectual Property

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holding company.

As of December 31, 2022, our company had two full-time

employees (excluding our operating subsidiaries described below).

None of our employees are represented by labor unions, and we believe

that we have an excellent relationship with our employees.

As of December 31, 2023, our company had three

full-time employees (excluding our operating subsidiaries described below).

None of our employees are represented by labor unions, and

we believe that we have an excellent relationship with our employees.

We do not expect that our holding company will

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which we acquired on May 31, 2021.

This business accounted for approximately 88% and 54% of our revenues for the years ended December

31, 2022 and 2021, respectively.

This business accounted for all of our revenues for the years ended December 31, 2023 and 2022.

We operate a group of regional primary specialty

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Healthcare Facilities

We currently operate nine facilities, most of

which were opened in the last twenty-four months.

As of December 31, 2022, management estimates that the nine facilities are operating

at 35% capacity.

We believe that the most important factors relating to the overall utilization of a facility include adequate working

capital, the quality and market position of the facility and the number, quality and specialties of physicians providing patient care

within the facility.

Other factors that affect utilization include general and local economic conditions, market penetration, the degree

of outpatient use, the availability of reimbursement programs such as Medicare and Medicaid, and demographic changes such as the growth

in local populations.

Utilization across the industry also is being affected by improvements in clinical practice, medical technology

and pharmacology.

Current industry trends in utilization and occupancy have been significantly affected by changes in reimbursement policies

of third party payers.

We currently operate ten facilities, most of which

were opened in the last twenty-four months.

As of December 31, 2023, management estimates that the ten facilities are operating at 35%

We believe that the most important factors relating to the overall utilization of a facility include adequate working capital,

the quality and market position of the facility and the number, quality and specialties of physicians providing patient care within the

Other factors that affect utilization include general and local economic conditions, market penetration, the degree of outpatient

use, the availability of reimbursement programs such as Medicare and Medicaid, and demographic changes such as the growth in local populations.

Utilization across the industry is also being affected by improvements in clinical practice, medical technology and pharmacology.

industry trends in utilization and occupancy have been significantly affected by changes in reimbursement policies of third party payers.

We are also unable to predict the extent to which these industry trends will continue or accelerate.

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As of December 31, 2023, we provide services to

approximately 150-180 patients per month at nine facilities.

approximately 150-180 patients per month at ten facilities.

Patients are primarily referred through a growing network of personal injury

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As noted above, management estimates that

our nine facilities are operating at 35% capacity as if December 31, 2022.

our ten facilities are operating at 35% capacity as of December 31, 2023.

Accordingly, we believe that we have an opportunity for organic

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Our facilities are staffed by licensed physicians who have been admitted to the medical staff of individual facilities.

the medical staffs of our facilities also serve on the medical staffs of facilities not owned by us and may terminate their affiliation

the medical staff of our facilities also serve on the medical staffs of facilities not owned by us and may terminate their affiliation

with our facilities at any time.

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expansion, modernization or initiation of major new services.

Failure to obtain necessary state approval can result in our inability to

complete an acquisition, expansion or replacement, the imposition of civil or, in some cases, criminal sanctions, the inability to receive

Medicare or Medicaid reimbursement or the revocation of a facility’s license, which could harm our business.

In addition, significant

CON reforms have been proposed in a number of states that would increase the capital spending thresholds and provide exemptions of various

services from review requirements.

In the past, we have not experienced any material adverse effects from those requirements, but we cannot

predict the impact of these changes upon our operations.

Failure to obtain necessary state approval can result in our inability

to complete an acquisition, expansion or replacement, the imposition of civil or, in some cases, criminal sanctions, the inability to

receive Medicare or Medicaid reimbursement or the revocation of a facility’s license, which could harm our business.

significant CON reforms have been proposed in a number of states that would increase the capital spending thresholds and provide exemptions

of various services from review requirements.

In the past, we have not experienced any material adverse effects from those requirements,

but we cannot predict the impact of these changes upon our operations.

Conversion Legislation :

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provisions as well as their own whistleblower provisions whereby a private party may file a civil lawsuit on behalf of the state in state

The False Claims Act require that federal healthcare program overpayments be returned within 60 days from the date the overpayment

The False Claims Act requires that federal healthcare program overpayments be returned within 60 days from the date the overpayment

was identified, or by the date any corresponding cost report was due, whichever is later.

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Like the anti-kickback statute, these provisions are

Further, the Health Insurance Portability and Accountability Act of 1996,, or HIPAA, broadened the scope of the fraud and

abuse laws by adding several criminal provisions for health care fraud offenses that apply to all health benefit programs, whether or

not payments under such programs are paid pursuant to federal programs.

HIPAA also introduced enforcement mechanisms to prevent fraud

and abuse in Medicare.

There are civil penalties for prohibited conduct, including, but not limited to billing for medically unnecessary

products or services.

Further, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, broadened the scope of the fraud and abuse

laws by adding several criminal provisions for health care fraud offenses that apply to all health benefit programs, whether or not payments

under such programs are paid pursuant to federal programs.

HIPAA also introduced enforcement mechanisms to prevent fraud and abuse in

There are civil penalties for prohibited conduct, including, but not limited to billing for medically unnecessary products or

HIPAA Administrative Simplification and

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laws, rules and regulations.

We believe that our disposal of such wastes is in material compliance with all state and federal laws.

We believe that our disposal of such waste is in material compliance with all state and federal laws.

Corporate Practice of Medicine :

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state legislation in this area.

Financial Services (Tax Resolution) Business

Our financial services business is operated by

Platinum Tax, which we acquired on July 31, 2018.

This business accounted for approximately 11% and 43% of our revenues for the years

ended December 31, 2022 and 2021, respectively.

Platinum Tax is a full-service tax resolution

firm located in Los Angeles, California.

Since 2011, we have been assisting all types of taxpayers resolve any and all issues with the

IRS and applicable state tax agencies.

We provide fee-based tax resolution services to individuals and companies that have federal and

state tax liabilities by assisting clients to settle outstanding tax debts.

We provide fee-based tax resolution services to

individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.

Specifically,

our tax relief services include, but are not limited to, back taxes, offer in compromise, audit representation, amending tax returns,

tax preparation, tax resolution, wage garnishment relief, removal of bank levies and liens, bookkeeping, and resolution of other financial

We have a team of 10 members which includes tax attorneys, accountants, and enrolled agents that have resolved tax issues

for thousands of clients.

Customers, Sales and Marketing

Our clients primarily include individuals and

companies that have federal and state tax liabilities.

Since inception, our knowledgeable tax resolution experts have resolved tax issues

for thousands of clients nationwide.

No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022

Our marketing efforts include the use the radio,

television and the internet to advertise help for taxpayers in distress.

The tax resolution industry is highly competitive.

We face substantial competition from other local, regional and national tax relief companies, such as Optima Tax Relief ,

Precision Tax Relief, Anthem Tax Services, Fortress Tax Relief, Community Tax, Enterprise Consultants Group, Tax Defense Network,

and ALG Tax Solutions.

Most of our competitors have greater financial resources, are better equipped and offer a broader range of

services than we do.

Intellectual Property

Our financial services business does not own any

intellectual property.

As of December 31, 2022, we had 5 employees.

of our employees are represented by labor unions, and we believe that we have an excellent relationship with our employees.

We are subject to various additional federal,

state and local laws and regulations, including, without limitation, in the areas of labor, immigration, marketing and advertising, consumer

protection, financial services, income tax preparation, privacy and data security, anti-competition, environmental, health and safety,

insurance, and healthcare.

There have been significant new or proposed regulations and/or heightened focus by the government and others

in some of these areas, including, for example, related to privacy and data security, consumer financial services, endorsements and testimonials,

telemarketing, restrictive covenants, and labor, including overtime and exemption regulations, state and local laws on minimum wage, worker

classification, and other labor-related issues.

We work to comply with those laws that are applicable to us or our services, and we continue

to monitor developments in the regulatory environment in which we operate.

From time to time, we receive inquiries from governmental

authorities regarding the applicability of laws to our services and products and other matters relating to our business.

We cannot predict

what effect future laws, changes in interpretations of existing laws or the results of future governmental inquiries with respect to services

or other matters relating to our business may have on our consolidated financial position, results of operations and cash flows.

Real Estate Business

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which we acquired on July 16, 2014.

This business accounted for approximately 0% and 2% of our revenues for the years ended December 31,

2022 and 2021, respectively.

Except in connection with the sale of three parcels of land in 2021, this business has not generated

any revenues to date.

We own five (5) acres zoned medium density residential

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business