What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-10 compared with 2023-11-14 · 233 added, 369 removed, 155 unchanged (80% of the section changed)

20 unchanged sentences

are not limited to, statements about:

our ability to successfully identify and acquire additional businesses;

our ability to effectively integrate and operate the businesses that we acquire;

our expectations around the performance of our current businesses;

our ability to maintain our business model and improve our capital efficiency;

our ability to effectively manage the growth of our business;

our lack of operating history and ability to attain profitability;

the competitive environment in which our businesses operate;

trends in the industries in which our businesses operate;

the regulatory environment in which our businesses operate under;

changes in general economic or business conditions or economic or demographic trends in the United States, including changes in interest rates and inflation;

our ability to service and comply with the terms of indebtedness;

our ability to retain or replace qualified employees of our businesses;

labor disputes, strikes or other employee disputes or grievances;

casualties, condemnation or catastrophic failures with respect to any of our business’ facilities;

costs and effects of legal and administrative proceedings, settlements, investigations and claims;

extraordinary or force majeure events affecting the business or operations of our businesses.

· our ability to successfully identify and acquire

additional businesses;

· our ability to effectively integrate and operate

the businesses that we acquire;

· our expectations around the performance of our

current businesses;

· our ability to maintain our business model and

improve our capital efficiency;

· our ability to effectively manage the growth

of our business;

· our ability to maintain profitability;

· the competitive environment in which our businesses

· trends in the industries in which our businesses

· the regulatory environment in which our businesses

operate under;

· changes in general economic or business conditions

or economic or demographic trends in the United States, including changes in interest rates and inflation;

· our ability to service and comply with the terms

of indebtedness;

· our ability to retain or replace qualified employees

of our businesses;

· labor disputes, strikes or other employee disputes

or grievances;

· casualties, condemnation or catastrophic failures

with respect to any of our business’ facilities;

· costs and effects of legal and administrative

proceedings, settlements, investigations and claims;

· extraordinary or force majeure events affecting

the business or operations of our businesses.

In some cases, you can identify forward-looking

32 unchanged sentences

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.

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.

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 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.

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, 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) acre pond.

Salmon is known as Idaho’s premier whitewater destination as well as one of the easier accesses to the Frank Church Wilderness Area - the largest wilderness in the lower 48 states.

Salmon’s airport has service to Boise, Idaho and serves as a hub to access whitewater rafting start points and wilderness landing strips.

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.

We previously owned We Three, LLC dba Affordable

Housing Initiative, or AHI, which was acquired on May 15, 2014 and sold on October 31, 2022.

AHI leased and sold mobile homes and also

provided a “lease to own” option.

During the three months ended September 30, 2023

and 2022, we had three reportable operating segments as determined by management using the “management approach” as defined

by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information :

Financial Services (Platinum Tax)

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.

All of our operations are conducted through, and

our income derived from, our two subsidiaries.

As of March 31, 2024, we had two reportable operating

segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures

about Segments of an Enterprise and Related Information .

(1) Healthcare (Nova)

6 unchanged sentences

nonrecurring items.

The financial services segment provides tax resolution

services to individuals and companies that have federal and state tax liabilities.

It collects fees based on efforts to negotiate and

assist in the settlement of outstanding tax debts.

The healthcare segment provides a full range of

5 unchanged sentences

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

evaluate and measure our subsidiaries’ success.

To help succeed, management retains the prior owners of the subsidiaries and allows

them to do what they do best is run the business.

Additionally, management monitors key metrics primarily revenues and net income from

Discontinued Operations

We and the managers of AHI entered into a resignation,

release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in exchange for returning

175,045 shares of series F preferred stock.

There was a loss on disposal in the amount of $217,769 on October 31, 2022, which represented

net assets and liabilities at the time of sale back.

We had no net liabilities of discontinued operations

at September 30, 2023 and December 31, 2022.

We had $0 and $363,895 of gain from discontinued operations for the three months ended September

30, 2023 and 2022, respectively.

We had $0 and $328,353 of gain from discontinued operations for the nine months ended September 30, 2023

and 2022, respectively.

On November 10, 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.

As part of the asset purchase agreement between us and the purchaser, the assets that were purchased

included substantially all assets, rights, interests, and licenses, except for bank accounts in place prior to the sale, for the purchase

consideration of 15% of cash collected by the purchaser within one year following the sale date.

Results of Operations

Comparison of Three Months Ended September

Comparison of Three Months Ended March 31,

2024 and 2023

The following table sets forth key components

of our results of operations during the three months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenue.

September 30, 2023

September 30, 2022

Financial services

of our results of operations during the three months ended March 31, 2024 and 2023, both in dollars and as a percentage of our revenue.

March 31, 2024

March 31, 2023

Total revenue

Cost of sales

Financial services

Total cost of sales

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Depreciation expense

Share based compensations

Selling, general and administrative

Total operating expenses

Income from operations

Income from continuing operations

Other income (expense)

Gain on forgiveness of debt

Interest expense and finance charge

Conversion cost

Penalties and fees

Amortization of debt discounts

Total other expense, net

Net income (loss) before discontinued operations

Gain from discontinued operations

Net income (loss)

Our total revenue increased

by $114,843, or 3.46%, to $3,438,124 for the three months ended September 30, 2023 from $3,323,281 for the three months ended September

Such increase was primarily due to an increase in revenue from the healthcare segment.

The financial services segment generates revenue

through the provision of tax resolution services to individuals and business owners.

Revenue from the financial services segment decreased

by $187,608, or 85.33%, to $32,264 for the three months ended September 30, 2023 from $219,872 for the three months ended September 30,

Such decrease was primarily due to the loss of sales leads from the discontinued service with Optima Tax Relief, which affected

the significant revenue reduction in the tax resolution business.

The healthcare segment generates revenue through

a full range of diagnostic and surgical services.

Revenue from the healthcare services segment increased by $302,451, or 9.75%, to $3,405,860

for the three months ended September 30, 2023 from $3,103,409 for the three months ended September 30, 2022.

Such increase was primarily

due to increased patients and Personal Injury Protection (PIP) services.

Cost of sales .

Our total cost of

sales decreased by $577,729 or 50.91%, to $557,028 for the three months ended September 30, 2023 from $1,134,757 for the three months

ended September 30, 2022.

Such a decrease was primarily due to a decrease in contractor services from the healthcare segment and terminated

employees in the financial services segment due to the decreased revenue from financial service segment.

As a percentage of revenue, our

total cost of sales was 16.20% and 34.15% for the three months ended September 30, 2023 and 2022, respectively.

Cost of sales for the financial services segment

consists of advertising, contract labor and merchant fees.

Cost of sales for the financial services segment decreased by $34,359, or 85.98%,

to $5,604 for the three months ended September 30, 2023 from $39,963 for the three months ended September 30, 2022.

As a percentage of

financial services revenue, cost of sales was 0.16% and 1.20% for the three months ended September 30, 2023 and 2022, respectively.

a decrease was generally in line with the decrease in revenue from this segment.

Cost of sales for the healthcare segment consists

of surgical center fees, physician and professional fees, salaries and wages and medical supplies.

Cost of sales from the healthcare services

segment decreased by $543,370, or 49.63%, to $551,424 for the three months ended September 30, 2023 from $1,094,794 for the three months

ended September 30, 2022.

As a percentage of healthcare revenue, cost of sales was 16.04% and 32.94% for the three months ended September

30, 2023 and 2022, respectively.

This decrease was due to decreased surgical and laboratory contracted services.

Gross profit .

As a result of the

foregoing, our total gross profit increased by $692,572, or 31.65%, to $2,881,096 for the three months ended September 30, 2023 from $2,188,524

for three months ended September 30, 2022.

Our total gross profit (percent of revenue) was 83.80% and 65.85% for September 30, 2023 and

2022, respectively.

Gross profit for the financial services segment

decreased by $153,249, or 85.18%, to $26,660 for the three months ended September 30, 2023 from $179,909 for the three months ended September

Gross profit (percent of revenue) for the financial services segment was 82.63% and 81.82% for the three months ended September

30, 2023 and 2022, respectively.

Gross profit for the healthcare services segment

increased by $845,821, or 42.11%, to $2,854,436 for the three months ended September 30, 2023 from $2,008,615 for the three months ended

September 30, 2022.

Gross profit (percent of revenue) for the healthcare segment was 83.81% and 64.72% for the three months ended September

30, 2023 and 2022, respectively.

Depreciation expense .

Our depreciation

expense was $3,365, or 0.10% of revenue, for the three months ended September 30, 2023, as compared to $5,783, or 0.17% of revenue, for

the three months ended September 30, 2022.

Selling, general and administrative expenses .

Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel

expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, bad debts,

rent expense, insurance and other expenses incurred in connection with general operations.

Our selling, general and administrative expenses

decreased by $77,281, or 11.28%, to $607,745 for the three months ended September 30, 2023 from $685,026 for the three months ended September

As a percentage of revenue, our selling, general and administrative expenses were 17.68% and 20.61% for the three months ended

September 30, 2023 and 2022, respectively.

Such decrease was primarily due to the significant terminated employees in the financial services

segment due to the decreased revenue and decreased laboratory fees and travel expense in our healthcare services business.

Total other income (expense) .

had $288,466 in total other expense, net, for the three months ended September 30, 2023, as compared to other expense, net, of $2,126,384

for the three months ended September 30, 2022.

Other expenses, net, for the three months ended September 30, 2023 consisted of interest

expense and finance charges of $226,418, amortization of debt discounts of $46,048, financing penalties and fees of $15,000 and conversion

costs of $1,000.

Other expense, net, for the three months ended September 30, 2022, consisted of interest expense and finance charges

of $3,430,785 and amortization of debt discounts of $92,868, offset by gain on forgiveness of debt of $1,397,271.

Discontinued operations .

the three months ended September 30, 2023 and 2022, we recorded a gain from discontinued operations of $0 and $363,895, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net income was $1,981,520 for the three months ended September 30, 2023, as

compared to net loss of $264,774 for the three months ended September 30, 2022, an increase of $2,246,294, or 848.38%.

Comparison of Nine Months Ended September

30, 2023 and 2022

The following table sets forth key components

of our results of operations during the nine months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenue.

September 30, 2023

September 30, 2022

Financial services

Total revenue

Cost of sales

Financial services

Total cost of sales

Operating expenses

Depreciation expense

Selling, general and administrative

Total operating expenses

Income from operations

Other income (expense)

Gain on forgiveness of debt

Interest expense and finance charge

Conversion cost

Gain on debt refinance and forgiveness

Penalties and fees

Interest expense

Amortization of debt discounts

Total other expense, net

Total other (expense)

Net income (loss) before discontinued operations

Gain from discontinued operations

Net income (loss)

$ (1,889,054 )

Our total revenue increased

by $470,068, or 5.05%, to $9,781,731 for the nine months ended September 30, 2023 from $9,311,663 for the nine months ended September

Such increase was primarily due to an increase in revenue from the healthcare segment.

Revenue from the financial services segment decreased

by $851,762, or 73.64%, to $304,967 for the nine months ended September 30, 2023 from $1,156,729 for the nine months ended September 30,

Such decrease was primarily due to the loss of sales leads from the discontinued service with Optima Tax Relief, which affected

the significant revenue reduction in the tax resolution business.

Revenue from the healthcare services segment increased

by $1,321,830, or 16.21%, to $9,476,764 for the nine months ended September 30, 2023 from $8,154,934 for the nine months ended September

Such an increase was primarily due to increased Personal Injury Protection (PIP) services.

Loss from discontinued operations

For the three months ended

March 31, 2024 and 2023, all of our revenue was generated by our healthcare segment, which generates revenue through a full range of

diagnostic and surgical services.

Our total revenue slightly decreased by $44,433, or 1.64%, to $2,661,966 for the three months ended

March 31, 2024 from $2,706,399 for the three months ended March 31, 2023.

Cost of sales .

Our total cost of

sales decreased by $704,466 or 21.04%, to $2,643,137 for the nine months ended September 30, 2023 from $3,347,603 for the nine months

ended September 30, 2022.

Such decrease was primarily due to a decrease from both financial service segment and healthcare segment.

a percentage of revenue, our total cost of sales was 27.02% and 35.95% for the nine months ended September 30, 2023 and 2022, respectively.

Cost of sales for the financial services segment

decreased by $311,455, or 85.29%, to $53,730 for the nine months ended September 30, 2023 from $365,185 for the nine months ended September

As a percentage of financial services revenue, cost of sales was 0.55% and 3.92% for the nine months ended September 30, 2023

and 2022, respectively.

Such a decrease was generally in line with the decrease in revenue from this segment.

Cost of sales from the healthcare services segment

decreased by $393,011, or 13.18%, to $2,589,407 for the nine months ended September 30, 2023 from $2,982,418 for the nine months ended

September 30, 2022.

As a percentage of healthcare revenue, cost of sales was 26.47% and 32.03% for the nine months ended September 30,

2023 and 2022, respectively.

This decrease was due to decreased surgical contracted services and laboratory fees.

Consists of surgical

center and laboratory fees, physician and professional fees, salaries and wages and medical supplies.

Our total cost of sales decreased

by $8,141, or 0.85%, to $948,154 for the three months ended March 31, 2024 from $956,295 for the three months ended March 31, 2023.

decrease was primarily due to a decrease in surgical contracted services and laboratory fees .

Gross profit .

As a result of the

foregoing, our total gross profit increased by $1,174,534, or 19.69%, to $7,138,594 for the nine months ended September 30, 2023 from

$5,964,060 for the nine months ended September 30, 2022.

Our total gross profit (percent of revenue) was 72.98% and 64.05% for the nine

months ended September 30, 2023 and 2022, respectively.

Gross profit for the financial services segment

decreased by $540,307, or 68.26%, to $251,237 for the nine months ended September 30, 2023 from $791,544 for the nine months ended September

Gross profit (percent of revenue) for the financial services segment was 82.38% and 68.43% for the nine months ended September

30, 2023 and 2022, respectively.

Gross profit for the healthcare services segment

increased by $1,714,841, or 33.15%, to $6,887,357 for the nine months ended September 30, 2023 from $5,172,516 for the nine months ended

September 30, 2022.

Gross profit (percent of revenue) for the healthcare segment was 72.68% and 63.43% for the nine months ended September

30, 2023 and 2022, respectively.

foregoing, our total gross profit slightly decreased by $36,292, or 2.07%, to $1,713,812 for the three months ended March 31, 2024 from

$1,750,104 for the three months ended March 31, 2023.

Our total gross margin (percent of revenue) decreased from 64.67% for the three

months ended March 31, 2023 to 64.38% for the three months ended March 31, 2024.

Depreciation expense .

Our depreciation

expense was $11,365, or 0.12% of revenue, for the nine months ended September 30, 2023, as compared to $17,349, or 0.19% of revenue, for

the nine months ended September 30, 2022.

expense was $3,365, or 0.13% of revenue, for the three months ended March 31, 2024, as compared to $4,635, or 0.17% of revenue, for the

three months ended March 31, 2023.

The decrease in depreciation expense was due to certain assets becoming fully depreciated.

Share based compensation expense .

Our share-based compensation expense was $300,225, or 11.28% of revenue, for the three months ended March 31, 2024, as compared to $0

for the three months ended March 31, 2023.

The increase was due to stock issuances to an investor relation services to outside consultant,

stock issued to board members and stock issued as compensation for new employment bonuses to management.

Selling, general and administrative expenses .

Our selling, general and administrative expenses decreased by $187,992, or 7.16%, to $2,437,511 for the nine months ended September 30,

2023 from $2,625,503 for the nine months ended September 30, 2022.

As a percentage of revenue, our selling, general and administrative

expenses were 24.92% and 28.20% for the nine months ended September 30, 2023 and 2022, respectively.

Such decrease was primarily due to

the significant terminated employees in the financial services segment due to the decreased revenue and decreased laboratory fees and

travel expense into our healthcare services business.

Total other income (expense) .

had $1,908,110 in total other expense, net, for the nine months ended September 30, 2023, as compared to other expense, net, of $5,538,615

for the nine months ended September 30, 2022.

Other expense, net, for the nine months ended September 30, 2023 consisted of interest expense

and finance charges of $1,766,041, amortization of debt discounts of $94,664, financing penalties and fees of $45,000 and conversion costs

related to convertible note of $3,000, offset by gain on forgiveness of debt of $390 and other income of $205.

Other expenses, net, for

the nine months ended September 30, 2022 consisted of interest expense and finance charges of $6,686,772 and amortization of debt discounts

of $249,120, offset by gain on forgiveness of debt of $1,397,271 and other income of $6.

Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel

expenses, including employee salaries, bonuses plus related payroll taxes and stock compensation expense, advertising expenses, professional

advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations.

Our selling, general

and administrative expenses increased by $203,309, or 20.58%, to $1,191,230 for the three months ended March 31, 2024 from $987,921 for

the three months ended March 31, 2023.

As a percentage of revenue, our selling, general and administrative expenses were 44.75% and 36.50%

for the three months ended March 31, 2024 and 2023, respectively.

Increases were primarily attributable to increased bad debt expense

of $69,834 and increased salaries and wages of $193,135.

Total other expense .

We had $390,784

in total other expense, net, for the three months ended March 31, 2024, as compared to other expense, net, of $728,049 for the three months

ended March 31, 2023.

Other expense, net, for the three months ended March 31, 2024 consisted of interest expense of $376,269, amortization

of debt discounts of $13,515 and penalties and fees of $1,000.

Other expense, net, for the three months ended March 31, 2023 consisted

of interest expense of $693,661, amortization of debt discounts of $17,983 and financing penalties and fees of $17,000, offset by a gain

on debt refinance of forgiveness of $390 and other income of $205.

Discontinued operations .

the nine months ended September 30, 2023 and 2022, we recorded a gain from discontinued operations of $0 and $328,353, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net income was $2,781,608 for the nine months ended September 30, 2023, as compared

to net loss of $1,889,054 for the nine months ended September 30, 2022, an increase of $4,670,662, or 247.25%.

the three months ended March 31, 2024 and 2023 , we recorded a loss from discontinued operations

of $111,312 and $45,490 , respectively.

As a result of the cumulative

effect of the factors described above, our net loss was $283,104 for the three months ended March 31, 2024, as compared to $15,991 for

the three months ended March 31, 2023, an increase of $267,113.

Liquidity and Capital Resources

As of September 30, 2023, we had $181,343 in cash.

To date, we have financed our operations primarily through revenue generated from operations, sales of securities, advances from stockholders

and third-party and related party debt.

As of March 31, 2024, we

had $1,253,552 in cash .

To date, we have financed our operations primarily through revenue generated from operations, sales of

securities, advances from stockholders and third-party and related party debt.

We believe, based on our operating plan, that

1 unchanged sentence

as they come due for at least one year from the financial statement issuance date.

However, additional funds from new financing and/or

future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional businesses.

The funds required to sustain operations ranges between $600,000 to $1 million and additional funds execute our business plan will depend

on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction.

The amount of funds needed to execute our business plan 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 seller notes or our equity or equity in one of our subsidiaries.

Given these factors,

we believe that the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company

sellers accept a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries)

ranges between $5 million to $7 million.

If, and to the extent, that sellers are unwilling to accept a significant 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 million.

However, additional

funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy

of acquiring additional businesses.

The funds required to sustain operations ranges between

$600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration

that the seller of a target business deems acceptable in a given transaction.

The amount of funds needed to execute our business plan

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

seller notes or our equity or equity in one of our subsidiaries.

Given these factors, we believe that the amount of outside additional

capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase

price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $4 million to $8 million.

to the extent, that sellers are unwilling to accept a significant 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 million.

We intend to raise capital for additional acquisitions

primarily through equity and debt financing.

primarily through equity and debt financings.

The sale of additional equity securities could result in dilution to our stockholders.

3 unchanged sentences

is no guarantee that we will be able to acquire additional businesses under the terms outlined above.

The financial statements were prepared on a going

concern basis and do not include any adjustment with respect to these uncertainties.

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for the nine months ended September 30, 2023 and 2022.

Nine Months Ended September 30,

about our net cash flow for the three months ended March 31, 2024 and 2023.

Three Months Ended March 31,

Net cash used in operating activities from continuing operations

Net cash from discontinued operations

$ (1,187,816 )

Net cash provided by financing activities

3 unchanged sentences

Our net cash used in operating activities from

continuing operations was $603,392 for the nine months ended September 30, 2023, as compared to $414,616 for the nine months ended September

For the nine months ended September 30, 2023, our net income of $2,781,608, an increase in accounts payable and accrued expenses

of $687,135, an increase in accrued officer’s compensation of $514,000, an increase in accrued interest of $380,020, an increase

in bad debt expense of $270,000, an increase in amortization of debt discount of $94,664, and an increase in fair value settled upon conversion

of $141,406, offset by a decrease in accounts receivable of $5,509,958, were the primary drivers of our net cash used in operating activities.

For the nine months ended September 30, 2022, our net loss of $1,889,054, a decrease in accounts receivable of $782,494, a decrease in

gain on refinancing debt of $1,397,271 and a decrease in accrued interest of $219,082, offset by increase in accounts payable and accrued

expense of $319,232, an increase in accrued officers’ compensation of $500,000, an increase in capital stock to be issued of $545,333,

an increase of the amortization of debt discount of $249,120, an increase of non-cash items of $324,563 and loss on finance penalties

and fees of $1,923,916, were the primary drivers of our net cash used in operating activities.

We had no investing activities for the nine months

ended September 30, 2023 and 2022.

continuing operations was $1,187,816 for the three months ended March 31, 2024, as compared to $160,989 for the three months ended March

For the three months ended March 31, 2024, our net loss of $283,104, an decrease in accounts receivable of $1,684,510 and an

decrease in accrued officer’s compensation of $410,000, offset by increase in share based compensation of $788,600 and increase

in bad debt of $339,834, were the primary drivers of our net cash used in operating activities.

For the three months ended March 31, 2023,

our net loss of $15,991 and an increase in accounts receivable of $1,111,317, offset by an increase in accounts payable and accrued expenses

of $270,710, bad debt of $270,000, an increase in accrued officer’s compensation of $154,000, and an increase in accrued interest

of $122,508, were the primary drivers for the cash used in operations.

We had no investing activities for the three months

ended March 31, 2024 and 2023.

Our net cash provided by financing activities

was $557,933 for the nine months ended September 30, 2023, as compared to $407,480 for the nine months ended September 30, 2022.

provided by financing activities for the nine months ended September 30, 2023 consisted of proceeds from convertible notes payable of

$421,375, proceeds from related party notes payable of $129,220 and proceeds from line of credit of $44,254, offset by repayments of line

of credit and SBA loan of $30,584 and payment of related party notes payable of $6,332.

Net cash provided by financing activities for

the nine months ended September 30, 2022 consisted of proceeds from convertible notes payable of $729,083 and proceeds from related party

notes payable of $5,065, offset by preferred stock dividends of $310,522, repayment of convertible notes payable of $5,908, payment of

related party notes payable of $7,948 and payment of the SBA loan described below of $2,290.

was 1,463,113 for the three months ended March 31, 2024, as compared to $239,250 for the three months ended March 31, 2023.

Net cash provided

by financing activities for the three months ended March 31, 2024 consisted of the proceeds of $1,463,273 from line of credit, offset

by the repayment of a loan of $160.

Net cash provided by financing activities for the three months ended March 31, 2023 consisted of the

proceeds of $240,000 from convertible notes, offset by the repayment of a loan of $750.

Convertible Notes

As of September 30, 2023, we had convertible debt

As of March 31, 2024, we had convertible debt

outstanding net of amortized debt discount of $3,820,545.

During the nine months ended September 30, 2023, we received net proceeds of

$421,375 from convertible notes and converted $87,460 of convertible debt, $12,073 in accrued interest and $3,000 in conversion cost into

274,682,378 shares of common stock.

The Company recognized $141,406 of interest expense and additional paid-in capital to adjust fair

value for the debt settlement during the nine months ended September 30, 2023.

For the nine months ended September 30, 2023, we recorded

amortization of debt discounts of $94,664.

During the three months ended March 31, 2024, we did not receive any proceeds

from convertible notes and repaid $50,000 of accrued interest to a convertible noteholder.

The following is a schedule of convertible notes

payable outstanding as of September 30, 2023:

payable outstanding as of March 31, 2024:

Unamortized Debt

On September 12, 2016, we issued

a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on September 12, 2017.

currently in default and accrues interest at a default interest rate of 20% per annum.

Notes 10, 10-1, and 10-3 .

On January 24, 2017, we issued a convertible

promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018.

Note 10 is currently in default

and accrues interest at a default interest rate of 20% per annum.

On February 10, 2023, we executed a second tranche under this note in

the principal amount of $50,000 (Note 10-1).

On March 30, 2023, we executed a third tranche under this note in the principal amount of

$25,000 (Note 10-2).

On August 11, 2023, we executed a fourth tranche under this note in the principal amount of $25,000 (Note 10-3).

Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.

currently in default and accrues at a default interest rate of 20% per annum.

Note 10, 10-1, 10-2 and 10-3 .

24, 2017, we issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24,

Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum.

On February 10, 2023, we executed

a second tranche under this note in the principal amount of $50,000 (Note 10-1).

On March 30, 2023, we executed a third tranche under

this note in the principal amount of $25,000 (Note 10-2).

On August 11, 2023, we executed a fourth tranche under this note in the principal

amount of $25,000 (Note 10-3).

Notes 10-1 and 10-2 are currently in default and accrue interest at a default interest rate of 20% per

Note 10-3 accrues interest at a rate of 15% per annum.

On May 10, 2019, we issued a

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as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2.

currently in default and accrues interest at a default interest rate of 24% per annum.

On August 28, 2019, we issued

a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020.

Note 31 is currently in default and

accrues interest at a default interest rate of 24% per annum.

Note 29-2 is currently

in default and accrues interest at a default interest rate of 24% per annum.

Notes 37-1, 37-2 and 37-3 .

3, 2020, we issued a convertible promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which

could be drawn in several tranches.

On September 3, 2020, we executed the first tranche in the principal amount of $67,000, less an original

issue discount of $17,000, which matured on June 30, 2021 (Note 37-1).

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.

On September 3, 2020, we executed the first tranche in the principal amount of $67,000, less original issue

discount of $17,000, which matured on June 30, 2021 (Note 37-1).

On November 2, 2020, we executed the second tranche in the principal

amount of $66,500, less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2).

On December 29, 2020, we

executed the third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September

30, 2021 (Note 37-3).

amount of $66,500, less original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2).

On December 29, 2020, we executed

the third tranche in the principal amount of $66,500, less original issue discount of $16,500, which matured on September 30, 2021 (Note

Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.

On February 9, 2021, we issued

a convertible promissory note in the principal amount $103,500, which matured on February 9, 2022.

Note 38 is currently in default and

accrues interest at a default interest rate of 22% per annum.

On April 26, 2021, we issued a

convertible promissory note in the principal amount $153,500, which matured on May 10, 2022.

Note 39 is currently in default and accrues

interest at a default interest rate of 22% per annum.

Note 40-1 through 40-10 .

On September 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 promissory

notes balances (Note 40-1).

On November 4, 2022, we executed a second tranche under this note in the principal amount of $68,667, less

Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7,

40-8, 40-9 and 40-10.

On September 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 promissory notes balances (Note 40-1).

On November 4, 2022, we executed a second tranche under this

note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2).

On November 28, 2022, we executed

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).

On December 21, 2022, we executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount

and fee of $18,667 (Note 40-4).

On January 24, 2023, we executed a fifth tranche under this note in the principal amount of $90,166, less

an original issue discount and fee of $25,166 (Note 40-5).

On November 28, 2022, we executed 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).

On November 28, 2022, we executed a fourth

tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4).

24, 2023, we executed a fifth tranche under this note in the principal amount of $90,166, less an original issue discount and fee of $25,166

On March 21, 2023, we executed a sixth tranche under this note in the principal amount of $136,666, less an original issue

On March 21, 2023, we executed a sixth tranche under this note in the principal

amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6).

On June 5, 2023, we executed a seventh tranche under

this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7).

On June 13, 2023, we executed

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).

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

On July 24, 2023, we executed a tenth tranche under this note in the principal amount of $14,000, less an original issue

discount and fee of $3,500 (Note 40-10).

On June 5, 2023, we executed a seventh tranche under this note in the principal amount of $136,667,

less original issue discount and fee of $39,167 (Note 40-7).

On June 13, 2023, we executed 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).

On July 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 (Note 40-9).

On July 24, 2023, we executed

a tenth tranche under this note in the principal amount of $14,000, less an original issue discount and fee of $3,500 (Note 40-10).

of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.

On August 25, 2023, we issued a twelve-month convertible promissory

note in the principal amount of $5,000 to our CEO for our operation expenses.

On December 1, 2023, we executed amendment on Notes series 40 consolidated senior secured convertible

promissory note to extend the expired tranche note 40-1 through 40-5 due date to September 20, 2024.

All of the Note 40 tranches mature

in one year from the note issuance date and accrue interest at a rate of 10% per annum.

On August 25, 2023, we issued

a twelve-month convertible promissory note in the principal amount of $5,000 to our Chief Executive Officer for our operating expenses.

The rate of interest is 10% per annum.

Lines of Credit

In February 2018, we entered into a revolving

line of credit with a financial institution for $92,500 which was personally guaranteed by the manager of Platinum Tax.

The loan accrues

interest at 11.95% as of September 30, 2023.

As of September 30, 2023, the outstanding balance was $8,622.

On September 29, 2023, we entered into a two-year revolving purchase

and security agreement with DML HC Series, LLC to sell Nova’s accounts receivables for a revolving financing up to a maximum advance

amount of $4.5 million.

As of September 30, 2023, we had no outstanding balance against the revolving receivable line of credit.

Small Business Administration Loan

On June 2, 2020, we obtained a loan from the U.S.

Small Business Administration, or SBA, in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June

We reclassified $5,723 of accrued interest to the principal amount for the nine months ended September 30, 2023.

The principal

balance and accrued interest at September 30, 2023 was $149,655 and $0, respectively.

Small Business Administration Loans

On June 2, 2020, we obtained a loan from the Small

Business Administration of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050.

The principal balance and accrued

interest at March 31, 2024 was $149,494 and $0, respectively.

On March 12, 2009, we issued a debenture in the

principal amount of $20,000.

The debenture bears interest at 12% per annum and matured on September 12, 2009.

The debenture bore interest at 12% per year and matured on September 12, 2009.

The balance of the debenture

was $10,989 at September 30, 2023 and the accrued interest was $7,215.

We assigned all of our receivables from consumer activations of

our rewards program as collateral on this debenture.

was $10,989 at March 31, 2024 and the accrued interest was $7,876.

We assigned all of our receivables from consumer activations of the

rewards program as collateral on this debenture.

Line of Credit

On September 29, 2023, our company and Nova entered

into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova’s accounts receivables

for a revolving financing up to a maximum advance amount of $4.5 million.

As of March 31, 2024, we had $3,583,373 outstanding balance

against the revolving receivable line of credit.

The revolving purchase and security agreement includes discounts recorded as interest

expense on each funding and matures on September 29, 2025.

Related Party Loans

From time to time, the previous owner and current

manager of Platinum Tax loaned funds to Platinum Tax to cover short term operating needs.

The amount owed as of September 30, 2023 was

In connection with the acquisition of Edge View

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do not bear interest.

The balance of these amounts are $4,979 as of September 30, 2023.

The balance of these amounts are $4,979 as of March 31, 2024.

We have obtained short-term advances from the

Chairman of the Board that are non-interest bearing and due on demand.

As of September 30, 2023, we owed the Chairman $123,442.

As of March 31, 2024, we owed the Chairman $45,844.

Contractual Obligations

Our principal commitments consist mostly of obligations

under the loans described above.

Critical Accounting Policies

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in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission, or the

SEC, on September 30, 2023.

SEC, on March 27, 2024.

Off Balance Sheet Arrangements

As of September 30, 2023, we had no off-balance

sheet arrangements.

We have no off-balance sheet arrangements that

have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues

or expenses, results of operations, liquidity, capital expenditures or capital resources.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis