MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
−Removed: following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and
−Removed: cash flows as of and for the periods presented below.
−Removed: The following discussion and analysis should be read in conjunction with our financial
−Removed: statements and the related notes thereto included elsewhere in this report.
−Removed: The discussion contains forward-looking statements that are
−Removed: based on the beliefs of management, as well as assumptions made by, and information currently available to, management.
−Removed: Actual results
−Removed: could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those
−Removed: discussed below and elsewhere in this report, particularly in the sections titled “Risk Factors” and “ Special
−Removed: Note Regarding Forward-Looking Statements.
+Added: The following discussion and analysis summarizes
+Added: the significant factors affecting our operating results, financial condition, liquidity, and cash flows as of and for the periods presented
+Added: The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto
+Added: included elsewhere in this report.
+Added: The discussion contains forward-looking statements that are based on the beliefs of management, as
+Added: well as assumptions made by, and information currently available to, management.
+Added: Actual results could differ materially from those discussed
+Added: in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report,
+Added: particularly in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
We are an acquisition holding company focused
8 unchanged sentences
our income derived from, our various subsidiaries.
−Removed: We operate the following businesses through our wholly owned subsidiaries.
+Added: As of December 31, 2023, we operate the following businesses through our wholly owned
+Added: subsidiaries.
· Healthcare Business .
8 unchanged sentences
are dedicated to helping patients return to active lifestyles.
−Removed: · Financial Services (Tax Resolution) Business .
−Removed: Platinum Tax, which we acquired on July 31,
−Removed: 2018, is a full-service tax resolution firm located in Los Angeles, California.
−Removed: Since 2011, we have been assisting all types of taxpayers
−Removed: resolve any and all issues with the IRS and applicable state tax agencies.
−Removed: We provide fee-based tax resolution services to individuals
−Removed: and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.
· Real Estate Business .
6 unchanged sentences
to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
−Removed: Salmon is known as Idaho’s premier
−Removed: whitewater destination as well as one of the easier accesses to the Frank Church Wilderness Area - the largest wilderness in the
−Removed: lower 48 states.
−Removed: Salmon’s airport has service to Boise, Idaho and serves as a hub to access whitewater rafting start points
−Removed: and wilderness landing strips.
−Removed: Management has invested years working to develop a new and exciting housing development in Salmon, Idaho
−Removed: and plans to enter into a joint venture agreement with a developer for this planned concept development.
−Removed: Impact of Coronavirus Pandemic
−Removed: In December 2019, a novel coronavirus disease,
−Removed: or COVID-19, was initially reported and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic.
−Removed: has had a widespread and detrimental effect on the global economy as a result of the number of cases and affected countries and actions
−Removed: by public health and governmental authorities, businesses, other organizations, and individuals to address the outbreak, including travel
−Removed: bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns.
−Removed: COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, our operations, and we have experienced and
−Removed: expect to continue to experience unpredictable reductions in demand for certain of our services.
−Removed: Due to the COVID-19 pandemic, client enrollment
−Removed: at Platinum Tax has been at a slower pace than initially expected.
−Removed: In addition, during 2022, Platinum Tax experienced reduced enrollment
−Removed: due to governmental policy.
−Removed: As a result, the performance of Platinum Tax was effected and the pandemic had a material adverse impact on
−Removed: its market share growth plans and timelines.
−Removed: Additionally, in accordance with recommendations from public health officials to mitigate
−Removed: the spread of COVID-19, we have during periods of 2020 temporarily closed certain operations for several months.
−Removed: All operations are now
−Removed: open and functioning.
−Removed: Our results will be adversely impacted by any new closures and other actions taken to contain or treat the impact
−Removed: of COVID-19, and the extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.
−Removed: Furthermore, the global deterioration in economic
−Removed: conditions, which may have an adverse impact on discretionary consumer spending or investing, could also impact our business and demand
−Removed: for our services.
−Removed: For instance, consumer spending and investing may be negatively impacted by general macroeconomic conditions, including
−Removed: a rise in unemployment, and decreased consumer confidence resulting from the pandemic.
−Removed: Our efforts to help mitigate the negative impact
−Removed: of the outbreak on our business may not be effective, and we may be affected by a protracted economic downturn.
−Removed: Furthermore, while many
−Removed: governmental authorities around the world have and continue to enact legislation to address the impact of COVID-19, including measures
−Removed: intended to mitigate some of the more severe anticipated economic effects of the virus, we may not benefit from such legislation, or such
−Removed: legislation may prove to be ineffective in addressing COVID-19’s impact on our and our customer’s businesses and operations.
−Removed: Even after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result of COVID-19’s global
−Removed: economic impact and any recession that has occurred or may occur in the future.
−Removed: Further, as the COVID-19 situation is unprecedented and
−Removed: continuously evolving, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or in
−Removed: a manner that we currently do not consider that may present significant risks to our operations.
−Removed: The extent to which the COVID-19 pandemic may
−Removed: impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this prospectus.
−Removed: Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global
−Removed: supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations
−Removed: and cash flows.
−Removed: See also “ Risk Factors ” for more information.
−Removed: During the years ended December 31, 2022 and 2021,
−Removed: we had four reportable operating segments as determined by management using the “management approach” as defined by the authoritative
−Removed: guidance on Disclosures about Segments of an Enterprise and Related Information :
−Removed: (1) Affordable Housing (AHI), which was sold on October 31, 2022
−Removed: (2) Financial Services (Platinum Tax)
+Added: Management has invested years working
+Added: to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer
+Added: for this planned concept development.
+Added: As of December 31, 2023, we had two reportable
+Added: operating segments as determined by management using the “management approach” as defined by the authoritative guidance on
+Added: Disclosures about Segments of an Enterprise and Related Information .
(1) Healthcare (Nova)
6 unchanged sentences
nonrecurring items.
−Removed: The affordable housing segment leases and sells
−Removed: mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly mortgage payments
−Removed: and high property taxes and insurance which is a common trait of brick-and-mortar homes.
−Removed: Additionally, if bad credit is an issue preventing
−Removed: potential home owners from purchasing a traditional house, we will provide a “lease to own” option so people secure their
−Removed: The financial services segment provides tax resolution
−Removed: services to individuals and companies that have federal and state tax liabilities.
−Removed: It collects fees based on efforts to negotiate and
−Removed: assist in the settlement of outstanding tax debts.
The healthcare segment provides a full range of
1 unchanged sentence
The real estate segment consists of Edge View,
−Removed: which owns 30 acres of land, including 23.5 acres zoned MDR (medium density residential) with 12 lots already platted and sold and 48
−Removed: lots zoned HDR (high density residential), 4 acres of dedicated river front property zoned for recreation on the Salmon River, Idaho’s
−Removed: premier whitewater river, and 2.5 acres zoned for commercial use.
−Removed: All land is in the city limits of Salmon and adjacent to the Frank church
−Removed: Wilderness Park (the largest wilderness park in the lower 48 states).
+Added: a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
+Added: high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
+Added: zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
+Added: area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.
Management uses numerous tools and methods to
−Removed: evaluate and measure of its subsidiaries success.
−Removed: To help succeed, management retains the prior owners of the subsidiaries and allow them
−Removed: to do what they do best is run the business.
−Removed: Additionally, management monitors key metrics primarily revenues and net income from operations.
+Added: evaluate and measure our subsidiaries’ success.
+Added: To help succeed, management retains the prior owners of the subsidiaries and allows
+Added: them to do what they do best is run the business.
+Added: Additionally, management monitors key metrics primarily revenues and net income from
Discontinued Operations
−Removed: On May 1, 2018, we entered into a stock for stock
−Removed: purchase agreement with the sellers of Red Rock Travel, LLC, or Red Rock, and a related management agreement to manage Red Rock.
−Removed: and conditions of those agreements were subsequently violated causing the transaction to be reversed and dissolved on May 31, 2019.
−Removed: Rock reverted to its previous ownership, we canceled the shares of series K preferred stock related to the aborted acquisition and
−Removed: we filed notice with the State of Florida of the dissolution.
−Removed: On April 26, 2021, we filed a lawsuit against
−Removed: investors in Red Rock seeking a judgement declaring that convertible secured notes issued to them by Red Rock purportedly convertible
−Removed: into our common stock to be null and void, and defendants subsequently filed a counterclaim.
−Removed: On July 29, 2022, the parties entered into
−Removed: a mediated settlement agreement whereby defendants agreed to dismiss all claims against our company related to the notes and accrued interest
−Removed: in the amount of $510,418 and further agreed to cancel and return common stock and warrants issued to claimants in a related 2020 settlement.
−Removed: We agreed to issue defendants 592,000,000 shares of common stock.
−Removed: As a result of the settlement agreement, the convertible notes and accrued
−Removed: interest were written-off in the third quarter of 2022 resulting in a gain of $510,417, which is recorded in discontinued operations.
−Removed: As of December 31, 2022, in a separate settlement an additional 66,666,666 shares were added to the settlement for a total of 658,666,666
−Removed: shares issued and recorded in common stock for $658,666, additional paid in capital for $(409,775).
−Removed: The settlement also required the previous owners to relinquish 35,000,000 shares of common stock.
−Removed: Prior to the settlement, we continued to
−Removed: carry Red Rock liabilities on our balance sheet including accounts payables and accrued expenses of $1,872,086, convertible notes
−Removed: payable of $240,000, accrued interest of $214,318 and a derivative liability of $378,877 as of September 30, 2021.
−Removed: party responsible for the convertible notes and related accrued interest is in dispute and is currently in litigation.
−Removed: derivative liability is a function of the convertible notes and accrued interest and the accounts payable and accrued expenses of
−Removed: $1,872,086 is deemed to be the responsibility of the current owners of Red Rock and was written-off by us in the third quarter of
−Removed: 2021 resulting in a gain of $328,718, which is recorded in discontinued operations.
+Added: On November 10, 2023, we sold Platinum Tax, which
+Added: was a full-service tax resolution firm located in Los Angeles, California.
+Added: Through this subsidiary we provided fee-based tax resolution
+Added: services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.
+Added: As part of the asset purchase agreement between us and the purchaser, the assets that were purchased included substantially all assets,
+Added: rights, interests, and licenses, except for bank accounts in place prior to the sale, for the purchase consideration of 15% of cash collected
+Added: by the purchaser within one year following the sale date.
+Added: We and the managers of AHI entered into a resignation,
+Added: release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in exchange for returning
+Added: 175,045 shares of series F preferred stock.
+Added: There was a loss on disposal in the amount of $217,769 on October 31, 2022, which represented
+Added: net assets and liabilities at the time of sale back.
Results of Operations
4 unchanged sentences
December 31, 2022
−Removed: Financial services
Total revenue
−Removed: Cost of sales
−Removed: Financial services
Total cost of sales
1 unchanged sentence
Depreciation expense
−Removed: Goodwill impairment
Selling, general and administrative
Total operating expenses
−Removed: Income from operations
+Added: Income from continuing operations
Other income (expense)
−Removed: Gain on divestiture
+Added: Other income (expense)
Gain on debt refinance and forgiveness
−Removed: Gain on change of estimate
Penalties and fees
Interest expense
−Removed: Conversion cost penalty and reimbursement
Amortization of debt discounts
Total other income expense
−Removed: Net loss before discontinued operations
−Removed: Gain from discontinued operations
+Added: Net income (loss) before discontinued operations
+Added: Loss from discontinued operations
Loss from disposal of discontinued operations
1 unchanged sentence
$ (5,429,521 )
−Removed: Our total revenue increased
−Removed: by $2,119.216, or 21.45%, to $11,998,273 for the year ended December 31, 2022 from $9,879,057 for the year ended December 31, 2021.
−Removed: increase was primarily due to the increase in revenue from the healthcare segment due to the acquisition of Nova in May 2021 and a slight
−Removed: increase in revenue from the affordable housing segment, offset by decreases in revenue from the financial services segment and real estate
−Removed: The financial services segment generates revenue
−Removed: through the provision of tax resolution services to individuals and business owners.
−Removed: Revenue from the financial services segment decreased
−Removed: by $3,008,090, or 69.74%, to $1,305,077 for the year ended December 31, 2022 from $4,313,167 for the year ended December 31, 2021.
−Removed: decrease was primarily due to the loss of leads from Optima Tax Relief which affected the significant revenue reduction in the tax resolution
−Removed: The healthcare segment generates revenue through
−Removed: a full range of diagnostic and surgical services.
−Removed: Revenue from the healthcare services segment increased by $5,279,306, or 97.51%, to
−Removed: $10,693,196 for the year ended December 31, 2022 from $5,413,890 for the period of May 31, 2021 (date of acquisition) to December 31,
−Removed: The real estate segment generates revenue through
−Removed: the sale of parcels of land.
−Removed: Revenue from the real estate segment decreased by $152,000, or 100%, to $0 for the year ended December 31,
−Removed: 2022 from $152,000 for the year ended December 31, 2021.
−Removed: Such decrease was primarily due to the sale of three parcels of land in 2021.
+Added: For the years ended December
+Added: 31, 2023 and 2022, all of our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic
+Added: and surgical services.
+Added: Our total revenue increased by $1,160,070, or 10.85%, to $11,853,266 for the year ended December 31, 2023 from
+Added: $10,693,196 for the year ended December 31, 2022.
+Added: Such increase was primarily due to increased Personal
+Added: Injury Protection (PIP) services and the opening of a facility in the Healthcare segment .
Cost of sales .
−Removed: Our total cost of sales
−Removed: increased by $688,928, or 18.28%, to $4,457,381 for the year ended December 31, 2022 from $3,768,453 for the year ended December 31, 2021.
−Removed: Such increase was primarily due an increase from the healthcare segment due to the acquisition of Nova in May 2021, offset by decreases
−Removed: from the other segments.
−Removed: As a percentage of revenue, our total cost of sales was 37.15% and 38.15% for the years ended December 31, 2022
−Removed: and 2021, respectively.
−Removed: Cost of sales for the financial services segment consists
−Removed: of advertising, contract labor and merchant fees.
−Removed: Cost of sales for the financial services segment decreased by $1,545,064, or 79.54%,
−Removed: to $397,347 for the year ended December 31, 2022 from $1,942,411 for the year ended December 31, 2021.
−Removed: Such decrease was generally in
−Removed: line with the decrease in revenue from this segment.
−Removed: Cost of sales for the healthcare segment consists
−Removed: of surgical center fees, physician and professional fees, salaries and wages and medical supplies.
−Removed: Cost of sales from the healthcare services
−Removed: segment increased by $2,313,473, or 132.46%, for the year ended December 31, 2022 from $1,746,561 for the period from May 31, 2021 (date
−Removed: of acquisition) to December 31, 2021.
−Removed: Cost of sales for the real estate segment was
−Removed: $0 for the year ended December 31, 2022, as compared to $79,481 the year ended December 31, 2021, which consisted of costs related to
−Removed: the sale of the three parcels of land by Edge View.
+Added: Consists of surgical
+Added: center and laboratory fees, physician and professional fees, salaries and wages and medical supplies.
+Added: Our total cost of sales decreased
+Added: by $499,410, or 12.30%, to $3,560,624 for the year ended December 31, 2023 from $4,060,034 for the year ended December 31, 2022.
+Added: decrease was primarily due to a decrease in surgical contracted services and laboratory fees .
Gross profit .
−Removed: As a result of the foregoing,
−Removed: our total gross profit increased by $1,430,288, or 23.41%, to $7,540,892 for the year ended December 31, 2022 from $6,110,604 for the
−Removed: year ended December 31, 2021.
−Removed: Our total gross margin (percent of revenue) increased from 61.85% for the year ended December 31, 2021 to
−Removed: 62.85% for the year ended December 31, 2022.
−Removed: Gross profit for the financial services segment
−Removed: decreased by $1,463,026, or 61.71%, to $907,730 for the year ended December 31, 2022 from $2,370,756 for the year ended December 31, 2021.
−Removed: Gross margin (percent of revenue) for the financial services segment increased from 54.97% for the year ended December 31, 2021 to 69.55%
+Added: As a result of the
+Added: foregoing, our total gross profit increased by $1,659,480, or 25.02%, to $8,292,642 for the year ended December 31, 2023 from $6,633,162
for the year ended December 31, 2022.
−Removed: Gross profit for the healthcare services segment
−Removed: was $6,633,162 for the year ended December 31, 2022, as compared to $3,667,329 for the period from May 31, 2021 (date of acquisition)
−Removed: to December 31, 2021.
−Removed: Gross margin (percent of revenue) for the healthcare segment was 62.03% and 67.74% for the year ended December 31,
−Removed: 2022 and for the period from May 31, 2021 (date of acquisition) to December 31, 2021, respectively.
−Removed: Gross profit for the real estate segment was $72,519
−Removed: for the year ended December 31, 2021 and gross margin (percent of revenue) was 47.71%.
+Added: Our total gross margin (percent of revenue) increased from 62.03% for the year ended December 31,
+Added: 2022 to 69.96% for the year ended December 31, 2023.
Depreciation expense .
Our depreciation
−Removed: expense was $23,132, or 0.19% of revenue, for the year ended December 31, 2022, as compared to $13,886, or 0.14% of revenue, for the
−Removed: year ended December 31, 2021.
−Removed: Goodwill impairment .
−Removed: the goodwill impairment test of the underlying assets, expected cash flows, decreased asset value and other factors.
−Removed: As a result, we
−Removed: recognized a goodwill impairment in the amount of $2,092,048 and $0 for the years ended December 31, 2022 and 2021, respectively.
−Removed: general and administrative expenses .
−Removed: Our selling, general and administrative expenses consist primarily of accounting, auditing,
−Removed: legal and public reporting expenses, personnel expenses, including employee salaries and bonuses plus related payroll taxes, advertising
−Removed: expenses, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations.
−Removed: Our selling, general and administrative expenses decreased by $700,866, or 15.80%, to $3,733,728 for the year ended December 31, 2022
−Removed: from $4,434,594 for the year ended December 31, 2021.
−Removed: As a percentage of revenue, our selling, general and administrative expenses were
−Removed: 31.12% and 44.89% for the years ended December 31, 2022 and 2021, respectively.
−Removed: Such decrease was primarily due to the decline in our
−Removed: financial services business.
−Removed: Total other income (expense) .
−Removed: $7,162,454 in total other expense, net, for the year ended December 31, 2022, as compared to other expense, net, of $1,965,736 for the
−Removed: year ended December 31, 2021.
+Added: expense was $20,777, or 0.18% of revenue, for the year ended December 31, 2023, as compared to $23,132, or 0.22% of revenue, for the year
+Added: ended December 31, 2022.
+Added: The decrease in depreciation expense was due to certain assets becoming fully depreciated during the years ended
+Added: December 31, 2023 and 2022.
+Added: Selling, general and administrative expenses .
+Added: Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel
+Added: expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, bad debts,
+Added: rent expense, insurance and other expenses incurred in connection with general operations.
+Added: Our selling, general and administrative expenses
+Added: increased by $373,679, or 13.82%, to $3,076,820 for the year ended December 31, 2023 from $2,703,141 for the year ended December 31, 2022.
+Added: As a percentage of revenue, our selling, general and administrative expenses were 25.96% and 25.28% for the years ended December 31, 2023
+Added: and 2022, respectively.
+Added: Increases were attributable to credit losses of $132,281, professional fees of $167,155, and management bonus
+Added: Total other expense .
+Added: We had $2,080,131
+Added: in total other expense, net, for the year ended December 31, 2023, as compared to other expense, net, of $7,157,527 for the year ended
+Added: December 31, 2022.
+Added: Other expense, net, for the year ended December 31, 2023 consisted of interest expense of $1,956,266, amortization
+Added: of debt discounts of $136,518, financing penalties and fees of $53,000 and other expense of $49,795, offset by a gain on debt refinance
+Added: and forgiveness of $115,448.
Other expense, net, for the year ended December 31, 2022 consisted of interest expense of $6,387,309, financing
1 unchanged sentence
and other income of $150,250.
−Removed: Other expense, net, for the year ended December 31, 2021 consisted of interest expense of $1,906,844, amortization
−Removed: of debt discounts of $1,051,264 and a conversion cost penalty and reimbursement of $13,000, offset by a gain on divestiture of $788,500
−Removed: related to Key Tax, a gain on change of estimate of $170,964 related to a change in income tax provision and other income of $32,629,
−Removed: which consisted primarily of a gain from conversion of debt to preferred stock.
Discontinued operations .
−Removed: the year ended December 31, 2022, we recorded a gain from discontinued operations of $40,949 and a loss from disposal of discontinued
−Removed: operations of $0.
−Removed: For the year ended December 31, 2021, we recorded a gain from discontinued operations of $2,171,076 and a loss from
−Removed: disposal of discontinued operations of $1,201,171.
+Added: the year ended December 31, 2023, we recorded a loss from disposal of discontinued operations of $86,520.
+Added: For the year ended December
+Added: 31, 2022, we recorded a loss from discontinued operations of $2,178,883.
Net income (loss) .
−Removed: As a result of the
−Removed: cumulative effect of the factors described above, our net loss was $5,429,521 for the year ended December 31, 2022, as compared to net
−Removed: income of $666,293 for the year ended December 31, 2021, an decrease of $6,095,814, or 914.9%.
+Added: As a result of
+Added: the cumulative effect of the factors described above, our net income was $3,028,394 for the year ended December 31, 2023, as compared
+Added: to a net loss of $5,429,521 for the year ended December 31, 2022, a net increase of $8,457,915, or 155.78%.
Liquidity and Capital Resources
1 unchanged sentence
had $866,943 in cash .
−Removed: To date, we have financed our operations primarily through
−Removed: revenue generated from operations, sales of securities, advances from stockholders
−Removed: and third-party and related party debt .
−Removed: We believe, based on our operating plan, that current working capital and current
−Removed: and expected additional financing should be sufficient to fund operations and satisfy our obligations as they come due for at least one
−Removed: year from the financial statement issuance date.
−Removed: However, additional funds from new financing and/or
−Removed: future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional
−Removed: The funds required to sustain operations ranges between $600,000 to $1 million and additional funds execute our business
−Removed: plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable
−Removed: in a given transaction.
−Removed: The amount of funds needed to execute our business plan also depends on what portion of the purchase price of
−Removed: a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries.
−Removed: Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan on the low end (assuming
−Removed: target company sellers accept a significant portion of the purchase price in the form of seller notes or our equity or equity in one
−Removed: of our subsidiaries) ranges between $5 million to $7 million.
−Removed: If, and to the extent, that sellers are unwilling to accept a significant
−Removed: portion of the purchase price in seller notes and equity, then the cash required to execute our business plan could be as much as $10
−Removed: We intend to raise capital for additional acquisitions primarily through equity and debt financings.
+Added: To date, we have financed our operations primarily through revenue generated from operations, sales of securities,
+Added: advances from stockholders and third-party and related party debt.
+Added: We believe, based on our operating plan, that
+Added: current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations
+Added: as they come due for at least one year from the financial statement issuance date.
+Added: However, additional
+Added: funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy
+Added: of acquiring additional businesses.
+Added: The funds required to sustain operations ranges between
+Added: $600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration
+Added: that the seller of a target business deems acceptable in a given transaction.
+Added: The amount of funds needed to execute our business plan
+Added: also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of
+Added: seller notes or our equity or equity in one of our subsidiaries.
+Added: Given these factors, we believe that the amount of outside additional
+Added: capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase
+Added: price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $4 million to $8 million.
+Added: to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash
+Added: required to execute our business plan could be as much as $10 million.
+Added: We intend to raise capital for additional acquisitions
+Added: primarily through equity and debt financings.
The sale of additional equity securities could result in dilution to our stockholders.
−Removed: The incurrence of indebtedness would result in
−Removed: increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.
+Added: incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial
+Added: covenants that would restrict our operations.
Financing may not be available in amounts or on terms acceptable to us, if at all.
−Removed: There is no guarantee that we will be able to acquire
−Removed: additional businesses under the terms outlined above.
+Added: is no guarantee that we will be able to acquire additional businesses under the terms outlined above.
+Added: The financial statements were prepared on a going
+Added: concern basis and do not include any adjustment with respect to these uncertainties.
Summary of Cash Flow
2 unchanged sentences
Years Ended December 31,
−Removed: Net cash used in operating activities
+Added: Net cash used in operating activities from continuing operations
$ (1,807,987 )
−Removed: Net cash from discontinued operations
−Removed: Net cash used in investing activities
+Added: $ (1,099,461 )
Net cash provided by financing activities
2 unchanged sentences
Cash and cash equivalents at end of year
−Removed: Our net cash used in operating activities from continuing
−Removed: operations was $1,100,327 for the year ended December 31, 2022, as compared to $850,141 for the year ended December 31, 2021.
−Removed: year ended December 31, 2022, our net loss of $5,429,521, a gain on refinance of debt of $1,397,271, offset by a loss on finance penalties
−Removed: and fees of $2,063,916, impairment of goodwill of $2,092,048 and an increase in accrued officers’ compensation of $873,506, were
−Removed: the primary drivers for the cash used in operations.
−Removed: For the year ended December 31, 2021, our net income of $666,293 an decrease in accounts
−Removed: receivable of $2,157,880 and a gain on forgiveness of debt of $739,450, offset by amortization of loan discount of $1,051,264 and an increase
−Removed: in accrued officers’ compensation of $764,835, were the primary drivers for the cash used in operations.
−Removed: We had no investing activities for the year ended
−Removed: December 31, 2022.
−Removed: For the year ended December 31, 2021, our net cash used in investing activities was $2,323,642, which consisted of
−Removed: cash used for the acquisition of Nova of $2,320,235 and purchases of furniture and equipment of $3,407.
+Added: Our net cash used in operating activities from
+Added: continuing operations was $1,807,987 for the year ended December 31, 2023, as compared to $1,099,461 for the year ended December 31, 2022.
+Added: For the year ended December 31, 2023, our net income of $3,028,394, an increase in accrued officers’ compensation of $982,500, an
+Added: increase in accrued interest of $486,165, and an increase in accounts payable and accrued expense of $341,261, offset by an increase in
+Added: account receivable of $6,701,334, were the primary drivers of our net cash used in operating activities.
+Added: For the year ended December 31,
+Added: 2022, our net loss of $5,429,521 and a gain on refinance of debt of $1,397,271, offset by goodwill impairment of $2,092,048, a loss on
+Added: finance penalties and fees of $2,063,916 and an increase in accrued officers’ compensation of $873,506, were the primary drivers
+Added: for the cash used in operations.
+Added: We had no investing activities for the years ended
+Added: December 31, 2023 and 2022.
Our net cash provided by financing activities
1 unchanged sentence
Net cash provided by
−Removed: operating activities for the year ended December 31, 2022 consisted of proceeds from convertible notes payable of $879,083, proceeds from
−Removed: share issuance of $25,000, dividend payout of $102,740, repayment of convertible notes payable of $5,908, repayments of related party
−Removed: notes payable of $3,068, and repayments to directors and officers of $3,573.
−Removed: Net cash provided by financing activities for the year ended
−Removed: December 31, 2021 consisted of proceeds from the issuance of series N preferred stock of $3,000,000, proceeds from paycheck protection
−Removed: program and small business administration loans of $547,050, and proceeds from convertible notes payable of $444,500, offset by preferred
−Removed: stock dividends of $203,880, repayment of line of credit of $51,927, repayment of convertible notes payable of $30,777 and payment of
−Removed: notes payable of $28,318.
+Added: financing activities for the year ended December 31, 2023 consisted of net proceeds from the line of credit of $2,164,338 and proceeds
+Added: from convertible notes payable of $421,375, offset by repayment of convertible notes payable of $175,000, repayment of line of credit
+Added: of $39,293 and repayments to directors and officers of $2,195.
+Added: Net cash provided by financing activities for the year ended December 31,
+Added: 2022 consisted of proceeds from convertible notes payable of $879,083 and proceeds from preferred stock issuances of $25,000, offset by
+Added: dividends on preferred stock of $102,740, repayment of convertible notes payable of $5,908, repayments to directors and officers of $3,573
+Added: and repayment of the SBA loan described below of $3,068.
Convertible Notes
1 unchanged sentence
outstanding net of amortized debt discount of $3,807,030.
−Removed: During the year ending December 31, 2022, we received proceeds of $1,490,706
−Removed: from convertible notes and repaid $5,908.
+Added: During the year ending December 31, 2023, we received net proceeds of $421,375
+Added: from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.
The following is a schedule of convertible notes
1 unchanged sentence
Unamortized Debt
−Removed: On October 28, 2016, we issued
−Removed: a convertible promissory note in the principal amount of $50,000, which matured on October 28, 2017.
−Removed: Note 7-1 is currently in default
−Removed: and accrues at a default interest rate of 20% per annum.
On September 12, 2016, we issued
−Removed: a convertible promissory note in the principal of $80,000 for services rendered, which matured on September 12, 2017.
−Removed: Note 9 is currently
−Removed: in default and accrues at a default interest rate of 20% per annum.
−Removed: On January 24, 2017, we issued
−Removed: a convertible promissory note in the principal of $80,000 for services rendered, which matured on January 24, 2018.
+Added: a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on September 12, 2017.
+Added: currently in default and accrues at a default interest rate of 20% per annum.
+Added: Note 10, 10-1, 10-2 and 10-3 .
+Added: 24, 2017, we issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24,
+Added: Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum.
+Added: On February 10, 2023, we executed
+Added: a second tranche under this note in the principal amount of $50,000 (Note 10-1).
+Added: On March 30, 2023, we executed a third tranche under
+Added: this note in the principal amount of $25,000 (Note 10-2).
+Added: On August 11, 2023, we executed a fourth tranche under this note in the principal
+Added: amount of $25,000 (Note 10-3).
+Added: Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.
+Added: On May 10, 2019, we issued a
+Added: convertible promissory note in the principal amount of $150,000.
+Added: On November 8, 2019, this note (Note 29) was purchased by and assigned
+Added: to an unrelated party.
+Added: The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued
+Added: as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2.
Note 29-2 is currently
−Removed: in default and accrues at a default interest rate of 20% per annum.
+Added: in default and accrues interest at a default interest rate of 24% per annum.
On August 28, 2019, we issued
−Removed: a convertible promissory note in the principal amount of $20,000, which matured on January 27, 2018.
−Removed: Note 26 is currently in default and
−Removed: accrues interest at a default interest rate of 15% per annum.
−Removed: Note 29-1 and 29-2 .
−Removed: On May 10, 2019, we
−Removed: issued a convertible promissory note in the principal amount of $150,000.
−Removed: On November 8, 2019, this note (Note 29) was purchased by and
−Removed: assigned to an unrelated party.
−Removed: The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which
−Removed: was issued as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2.
−Removed: 29-1 and 29-2 are currently in default and accrue interest at a default interest rate of 24% per annum.
−Removed: On August 28, 2019, we issued a convertible promissory
−Removed: note in the principal amount of $120,000, which matured on August 28, 2020.
−Removed: The note is currently in default and accrue interest at a
−Removed: default interest rate of 24% per annum.
+Added: a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020.
+Added: The note is currently in default
+Added: and accrues interest at a default interest rate of 24% per annum.
+Added: There was no outstanding principal balance as of December 31, 2023.
Notes 37-1, 37-2 and 37-3 .
−Removed: 3, 2020, we issued a convertible promissory note in the principal amount $200,000, with original issue discount of $50,000, which could
+Added: 3, 2020, we issued a convertible promissory note in the principal amount of $200,000, with original issue discount of $50,000, which could
be drawn in several tranches.
6 unchanged sentences
Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.
−Removed: On February 9, 2021, we issued
−Removed: a convertible promissory note in the principal amount $103,500, which matured on February 9, 2022.
−Removed: Note 38 is currently in default and
−Removed: accrues interest at a default interest rate of 22% per annum.
−Removed: On April 26, 2021, we issued a
−Removed: convertible promissory note in the principal amount $153,500, which matured on May 10, 2022.
−Removed: Note 19 is currently in default and accrues
−Removed: interest at a default interest rate of 22% per annum.
−Removed: Note 40-1, 40-2, 40-3 and 40-4 .
−Removed: 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted
−Removed: promissory notes balances (Note 40-1).
−Removed: On November 4, 2022, we executed a second tranche under this note principal amount of $68,667,
−Removed: less original issue discount and fee of $18,667 (Note 40-2).
−Removed: On November 28, 2022, we executed the third tranche under this note in the
−Removed: principal amount of $68,667, less original issue discount and fee of $18,667 (Note 40-3).
−Removed: On November 28, 2022, we executed a fourth tranche
−Removed: under this note in the principal amount of $68,667, less original issue discount and fee of $18,667 (Note 40-4).
Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7,
−Removed: and 40-4 mature on the first anniversary of issuance and accrued interest at a rate of 10% per annum.
+Added: 40-8, 40-9 and 40-10.
+Added: On September 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000 in exchange
+Added: for total of $4,791,099 of defaulted promissory notes balances (Note 40-1).
+Added: On November 4, 2022, we executed a second tranche under this
+Added: note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2).
+Added: On November 28, 2022, we executed
+Added: the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3).
+Added: On December 21, 2022, we executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount
+Added: and fee of $18,667 (Note 40-4).
+Added: On January 24, 2023, we executed a fifth tranche under this note in the principal amount of $90,166, less
+Added: an original issue discount and fee of $25,166 (Note 40-5).
+Added: On March 21, 2023, we executed a sixth tranche under this note in the principal
+Added: amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6).
+Added: On June 5, 2023, we executed a seventh tranche under
+Added: this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7).
+Added: On June 13, 2023, we executed
+Added: an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8).
+Added: 19, 2023, we executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875
+Added: On July 24, 2023, we executed a tenth tranche under this note in the principal amount of $14,000, less an original issue
+Added: discount and fee of $3,500 (Note 40-10).
+Added: On December 1, 2023, we executed amendment on Notes series 40 consolidated senior secured convertible
+Added: promissory note to extend the expired tranche note 40-1 through 40-5 due date to September 20, 2024.
+Added: All of the Note 40 tranches mature
+Added: in one year from the note issuance date and accrue interest at a rate of 10% per annum.
+Added: On August 25, 2023, we issued
+Added: a twelve-month convertible promissory note in the principal amount of $5,000 to our Chief Executive Officer for our operating expenses.
+Added: The rate of interest is 10% per annum.
Small Business Administration Loans
3 unchanged sentences
interest at December 31, 2023 was $149,655 and $956, respectively.
−Removed: On March 12, 2009, we entered into a preferred
−Removed: debenture agreement for $20,000.
−Removed: The debenture bears interest at 12% per year and matured on September 12, 2009.
−Removed: As of December 31, 2022,
−Removed: the balance of the debenture was $10,989 and it had interest of $6,229.
+Added: The principal balance and accrued interest at December 31, 2022 was
+Added: $144,609 and $5,723, respectively.
+Added: On March 12, 2009, we issued a debenture in the
+Added: principal amount of $20,000.
+Added: The debenture bore interest at 12% per year and matured on September 12, 2009.
+Added: The balance of the debenture
+Added: was $10,989 at December 31, 2023 and the accrued interest was $7,547.
+Added: The principal balance and accrued interest at December 31, 2022
+Added: was $10,989 and $6,229, respectively.
+Added: We assigned all of our receivables from consumer activations of the rewards program as collateral
+Added: on this debenture.
+Added: Line of Credit
+Added: On September 29, 2023, our company and Nova entered
+Added: into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s accounts receivables
+Added: for a revolving financing up to a maximum advance amount of $4.5 million.
+Added: As of December 31, 2023, we had $2,120,100 outstanding
+Added: balance against the revolving receivable line of credit.
+Added: The revolving purchase and security agreement includes discounts recorded as
+Added: interest expense on each funding and matures on September 29, 2025.
Related Party Loans
−Removed: From time to time, the previous owner and current
−Removed: manager of Platinum Tax loaned funds to Platinum Tax to cover short term operating needs.
−Removed: The amount owed as of December 31, 2022 was
−Removed: As of December 31, 2022, the amounts due from
−Removed: the previous owners of Edge View is $4,979.
+Added: In connection with the acquisition of Edge View
+Added: on July 16, 2014, we assumed amounts due to previous owners who are current managers of Edge View.
+Added: These amounts are due on demand and
+Added: do not bear interest.
+Added: The balance of these amounts are $4,979 as of December 31, 2023 and 2022.
+Added: We have obtained short-term advances from the
+Added: Chairman of the Board that are non-interest bearing and due on demand.
+Added: As of December 31, 2023 and 2022, we owed the Chairman $120,997
+Added: and $123,192, respectively.
Contractual Obligations
Our principal commitments consist mostly of obligations
−Removed: under the loans described above and the operating leases described under Item 2 “ Properties ”.
+Added: under the loans described above.
Off-Balance Sheet Arrangements
21 unchanged sentences
Revenue Recognition .
−Removed: 1, 2018, we adopted Accounting Standards Codification, or ASC, 606, Revenue from contracts with customers , using the modified retrospective
−Removed: method applied to those contracts which were not completed as of January 1, 2018.
−Removed: We apply the following five-step model to determine
−Removed: revenue recognition:
+Added: source of revenue is our healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures
+Added: Revenue is recognized at a point in time in accordance with Accounting Standards Codification, or ASC, 606.
+Added: Our healthcare subsidiary
+Added: does not have contract liabilities or deferred revenue as there are no amounts prepaid for services.
+Added: We apply the following five-step
+Added: ASC 606 model to determine revenue recognition:
· identification of a contract with a customer;
1 unchanged sentence
· determination of the transaction price;
−Removed: · Allocation of the transaction price to the separate performance allocation
+Added: · allocation of the transaction price to the separate performance obligations;
· recognition of revenue when performance obligations are satisfied.
−Removed: We only apply the five-step model when it is probable
−Removed: that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer.
+Added: We apply the five-step model when it is probable
+Added: that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
At contract inception and once the contract is determined to be within the scope of ASC 606, we assess services promised within each contract
−Removed: and determine those that are performance obligations and assesses whether each promised service is distinct.
−Removed: Our financial services segment reports revenues
−Removed: as services are performed and our healthcare segment reports revenues at the time control of the services transfer to the customer and
−Removed: from providing licensed and/or certified orthopedic procedures.
−Removed: Nova does not have contract liabilities or deferred revenue as there are
−Removed: no amounts prepaid for services.
−Removed: Healthcare Income
+Added: and determine those that are a performance obligation and assesses whether each promised service is distinct
+Added: Our contracts for both our contract and service
+Added: fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services
+Added: is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
+Added: price is allocated to this single performance obligation.
+Added: Accordingly, we recognize revenues (net) when
+Added: the patient receives orthopedic care services.
+Added: Our patient service contracts generally have performance obligations which are satisfied
+Added: at a point in time.
+Added: The performance obligation is for onsite or off-site care provided.
+Added: Patient service contracts are generally fixed-price,
+Added: and the transaction price is in the contract.
+Added: Revenue is recognized when obligations under the terms of the contract with our patients
+Added: are satisfied;
+Added: generally, at the time of patient care.
Established billing rates are not the same as
−Removed: actual amounts recovered for Nova.
−Removed: They generally do not reflect what Nova is ultimately paid and therefore are not reported
−Removed: in our consolidated financial statements.
−Removed: We are typically paid amounts based on established charges per procedure with guidance
−Removed: from the annually updated Current Procedural Terminology, or CPT, guidelines (a code set maintained by the American Medical Association
−Removed: through the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then
−Removed: assigned a CPT code.
−Removed: This fee is discounted to reflect the percentage paid to us “using a modifier” recognized by each insurance
−Removed: carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee.
−Removed: net revenue is recorded at the time the services are rendered.
+Added: actual amounts recovered for our healthcare subsidiary.
+Added: They generally do not reflect what we are ultimately paid by the customer,
+Added: insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate.
+Added: are typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology,
+Added: or CPT, guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative
+Added: value units and a suggested range of charges for each procedure which is then assigned a CPT code.
+Added: This fee is discounted to reflect the percentage
+Added: paid to us “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual
+Added: adjustments which are deducted from the calculated fee.
+Added: The net revenue is recorded at the time the services are rendered.
Contract Fees (Non-PIP)
1 unchanged sentence
our non-personal injury protection, or PIP, related procedures, typically car accidents, and are collected on a contingency basis.
−Removed: cases are sold to a factor, who bears the risk of economic benefit or loss.
+Added: Historically,
+Added: these cases were sold to a factor who bears the risk of economic benefit or loss.
After selling patient cases to the factor, any additional
−Removed: funds collected by us are remitted to the factor.
+Added: funds collected by us were remitted to the factor.
Service Fees – Net (PIP)
5 unchanged sentences
rates, less allowances for contractual adjustments and uncollectible amounts.
−Removed: These contractual adjustments vary by insurance company and
−Removed: self-pay patients.
+Added: These contractual adjustments vary by insurance company
+Added: and self-pay patients.
We compute these contractual adjustments and collection allowances based on our historical collection experience.
3 unchanged sentences
except for those remaining insurance carriers requiring paper filing.
−Removed: An initial response is usually received within four weeks from electronic
−Removed: filing and up to nine weeks from paper filing.
+Added: An initial response is usually received within four weeks from
+Added: electronic filing and up to six weeks from paper filing.
Responses may be a payment, a denial, or a request for additional information.
−Removed: Historical collection rates are estimated using the
−Removed: most current prior 12-month historical payment and collection percentages.
−Removed: The Company generally receives all of its collections within
−Removed: 12 months from the date of service.
−Removed: Historically the Company receives 49.9% of collections billed and these net collection receipts represent
−Removed: The Company recognizes the remaining 51.1% of uncollectible portions as finance charges as other expenses on the Consolidated
−Removed: Statement of Operations.
−Removed: The Company accounts for chargebacks as they occur and records an estimate for expected chargebacks as they are
−Removed: received from insurance companies.
−Removed: For the years ended December 31, 2022 and 2021,
−Removed: we recorded $0 bad debt expense.
−Removed: Additionally, we have not recorded any estimate for expected chargebacks.
−Removed: Our contracts for both our contract and service
−Removed: fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services
−Removed: is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
−Removed: price is allocated to this single performance obligation.
−Removed: Accordingly, we recognize revenues (net) when the patient receives orthopedic
−Removed: care services.
−Removed: Our patient service contracts generally have performance obligations which are satisfied at a point in time.
−Removed: The performance
−Removed: obligation is for onsite or off-site care provided.
−Removed: Patient service contracts are generally fixed-price, and the transaction price is
−Removed: in the contract.
−Removed: Revenue is recognized when obligations under the terms of the contract with our patients are satisfied;
−Removed: generally, at
−Removed: the time of patient care.
−Removed: Financial Services Income
−Removed: We generate revenue from providing tax resolution
−Removed: services to individuals and business owners that have federal and state tax liabilities by assisting clients to settle outstanding tax
−Removed: Additionally, services include back taxes, offer in compromise, audit representation, amending tax returns, tax preparation, wage
−Removed: garnishment relief, removal of bank levies and liens, and other financial challenges.
−Removed: We recognize revenues for these services as services
−Removed: are performed.
−Removed: Rental Income
−Removed: Our rent revenue is derived from the mobile home
−Removed: The expired leases are considered month-to-month leases.
−Removed: In accordance with section ASC 842, the cost of property held for leasing
−Removed: by major classes of property according to nature or function, and the amount of accumulated depreciation in total, is presented in our
−Removed: consolidated balance sheets.
−Removed: There are no contingent rentals included in income.
−Removed: With the exception of the month-to-month leases, revenue
−Removed: was recognized on a straight-line basis and amortized into income on a monthly basis, over the lease term.
+Added: Our healthcare revenues are generated from professional
+Added: medical billings including facility and anesthesia services.
+Added: With respect to facility and anesthesia services, we are the primary obligor
+Added: as the facility and anesthesia services are considered part of one integrated performance obligation.
+Added: Historically, we receive 49% of
+Added: collections from total gross billed.
+Added: Accordingly, we recognized net healthcare service revenue as 49% of gross billed amounts.
+Added: collection rates are estimated using the most current prior 12-month historical payment and collection percentages.
+Added: Historically through April 2023, our healthcare
+Added: subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
+Added: 54% reduction from the accounts receivables amounts when a receivable is sold to the factors.
+Added: We evaluated the factored adjustments considering
+Added: the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded
+Added: in finance charges as other expenses on the consolidated statement of operations.
Property and Equipment .
11 unchanged sentences
Goodwill and Other Intangible Assets .
−Removed: Goodwill and indefinite-lived brands are not amortized but are evaluated for impairment annually or when indicators of a potential impairment
+Added: Goodwill and indefinite-lived assets are not amortized but are evaluated for impairment annually or when indicators of a potential impairment
Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles.
−Removed: annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions
−Removed: and internal projections of expected future cash flows and operating plans.
−Removed: We believe such assumptions are also comparable to those that
−Removed: would be used by other marketplace participants.
−Removed: During the years ended December 31, 2022 and 2021, the Company recognized goodwill impairment
−Removed: in the amount of $2,092,048 and $0, respectively.
−Removed: The Company based this decision on impairment testing of the underlying assets, expected
−Removed: cash flows, decreased asset value and other factors.
+Added: review goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying
+Added: value of goodwill may not be recoverable.
+Added: Goodwill is tested first for impairment based on qualitative factors on an annual basis or in
+Added: between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a
+Added: ‘triggering event’.
+Added: An assessment is made of these qualitative factors as such to determine whether it is more likely than
+Added: not the fair value is less than the carry amount, including goodwill.
+Added: The annual evaluation for impairment of indefinite-lived intangibles
+Added: and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections
+Added: of expected future cash flows and operating plans.
+Added: We believe such assumptions are also comparable to those that would be used by other
+Added: marketplace participants.
+Added: For the year ended December 31, 2023, we determined there to be no impairment.
+Added: For the year ended December 31,
+Added: 2022, we recognized goodwill impairment in the amount of $2,092,048 in our former financial services segment, which is now reflected in
+Added: discontinued operations.
+Added: We based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value
+Added: and other factors.
Valuation of Long-Lived Assets .
−Removed: In accordance with the provisions of ASC Topic 360-10-5, Impairment or Disposal of Long-Lived Assets , all long-lived assets such
−Removed: as plant and equipment and construction in progress held and used by our company are reviewed for impairment whenever events or changes
−Removed: in circumstances indicate that the carrying amount of an asset may not be recoverable.
−Removed: Recoverability of assets to be held and used is
−Removed: evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets.
−Removed: If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts
−Removed: of the assets exceed the fair value of the assets.
+Added: In accordance with the provisions of ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets
+Added: such as plant and equipment and construction in progress held and used by us are reviewed for impairment whenever events or changes in
+Added: circumstances indicate that the carrying amount of an asset may not be recoverable.
+Added: Recoverability of assets to be held and used is evaluated
+Added: by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets.
+Added: If such assets are considered
+Added: to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair
+Added: value of the assets.
Distinguishing Liabilities from Equity.
−Removed: Company accounts for its series N senior convertible preferred stock subject to possible redemption in accordance with ASC 480, “Distinguishing
−Removed: Liabilities from Equity”.
−Removed: Conditionally redeemable preferred shares are classified as temporary mezzanine equity within the Company’s
−Removed: consolidated balance sheet.
+Added: We account for our series N senior convertible preferred stock, series R convertible preferred stock, and series X senior convertible
+Added: preferred stock subject to possible redemption in accordance with ASC 480, “Distinguishing Liabilities from Equity”.
+Added: Conditionally
+Added: redeemable preferred shares are classified as temporary equity within our consolidated balance sheet.
Fair Value Measurements .
11 unchanged sentences
Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
−Removed: Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.
−Removed: Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.
+Added: other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
+Added: the measurement date.
+Added: inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
Stock-Based Compensation .
for our stock-based compensation in which we obtain employee services in share-based payment transactions under the recognition and measurement
−Removed: principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC, pursuant to which all transactions in which
−Removed: goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the
−Removed: consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
−Removed: The measurement date
−Removed: used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the
−Removed: date on which it is probable that performance will occur.
−Removed: Generally, all forms of share-based payments, including stock option grants,
−Removed: warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based
−Removed: on estimated number of awards that are ultimately expected to vest.
−Removed: The expense resulting from share-based payments is recorded in general
−Removed: and administrative expense in our consolidated statements of operations.
+Added: principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC.
+Added: Pursuant to paragraph 718-10-30-6 of the FASB
+Added: ASC, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for
+Added: based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
+Added: The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
+Added: is complete or the date on which it is probable that performance will occur.
+Added: Generally, all forms of share-based payments, including stock
+Added: option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’
+Added: grant date, based on estimated number of awards that are ultimately expected to vest.
+Added: The expense resulting from share-based payments
+Added: is recorded in general and administrative expense in the consolidated statements of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
5 unchanged sentences
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.