What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-05-10 · 305 added, 191 removed, 197 unchanged (72% of the section changed)

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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 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.

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.

In some cases, you can identify forward-looking

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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.

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

As of June 30, 2024, we had two reportable operating

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

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Results of Operations

Comparison of Three Months Ended March 31,

Comparison of Three Months Ended June 30,

2024 and 2023

The following table sets forth key components

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

of our results of operations during the three months ended June 30, 2024 and 2023, both in dollars and as a percentage of our revenue.

Three Months Ended June 30,

Total revenue

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Depreciation expense

Share based compensations

Selling, general and administrative

Total operating expenses

Income from continuing operations

Other income (expense)

(Loss) income from continuing operations

Other income (expense)

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Amortization of debt discounts

Total other (expense)

Net income (loss) before discontinued operations

Total other income (expense)

Net (loss) income before discontinued operations

Loss from discontinued operations

Net (loss) income

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.

June 30, 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 decreased by $1,033,542, or 30.72%, to $2,330,964 for the three months ended June 30, 2024 from

$3,364,506 for the three months ended June 30, 2023.

The decrease in revenue is primarily attributable to the mix of services provided

during the quarter with less higher revenue surgical procedures performed and an increase in the lower revenue pain management treatments

being performed for approximately the same number of patient visits in the current three month period as compared to the same three month

period in the prior year.

Cost of sales .

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 .

Our cost of sales

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

Our total cost

of sales decreased by $288,679, or 26.69%, to $793,010 for the three months ended June 30, 2024 from $1,081,689 for the three months ended

June 30, 2023.

This decrease is mainly attributable to decreases in salaries and wages, surgical contracted services and laboratory fees.

Gross profit .

As a result of the

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.

foregoing, our total gross profit decreased by $744,863, or 32.63%, to $1,537,954 for the three months ended June 30, 2024 from $2,282,817

for the three months ended June 30, 2023.

Our total gross margin (as a percent of revenue) decreased from 67.85% for the three months

ended June 30, 2023 to 65.98% for the three months ended June 30, 2024.

Depreciation expense .

Our depreciation

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.

expense was $3,366, or 0.14% of revenue, for the three months ended June 30, 2024, as compared to $3,365, or 0.10% of revenue, for the

three months ended June 30, 2023.

Selling, general and administrative expenses .

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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.

and administrative expenses increased by $1,206,920, or 227.72%, to $1,736,933 for the three months ended June 30, 2024 from $530,013

for the three months ended June 30, 2023.

As a percentage of revenue, our selling, general and administrative expenses were 74.52% and

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.

15.75% for the three months ended June 30, 2024 and 2023, respectively.

Increases were primarily attributable to increases in salaries

and wages expense of $311,215, bad debt expense of $902,183, rent expense of $44,363, board fee expense of $30,919, general and administrative

expenses of $19,646 and professional fees of $28,605 offset by a decrease in management fees of $150,000.

As a result of our efforts to

accelerate cash collections throughout 2024, we have experienced lower than normal settlements of our accounts receivable resulting in

the increase in bad debt expense in the three months ended June 30, 2024.

This may continue as we continue to pay down the liability associated

with the third-party factoring of accounts receivable from previous years.

Total other income (expense) .

had $27,898 in total other income, net, for the three months ended June 30, 2024, as compared to total other expense, net, of $889,551

for the three months ended June 30, 2023.

Other income, net, for the three months ended June 30, 2024 consisted of gain on debt refinance

and forgiveness of $78,834 and other income of $2,047, offset by interest expense of $41,347, amortization of debt discounts of $11,306

and penalties and fees of $330.

Other expense, net, for the three months ended June 30, 2023 consisted of interest expense of $843,918,

amortization of debt discounts of $30,633 and financing penalties and fees of $15,000.

The interest income for the three months ended

June 30, 2024 was mainly a result of the write-off of accrued interest as part of the settlement agreement described below.

Discontinued operations .

three months ended June 30, 2024 and 2023, we recorded a loss from discontinued operations of $0 and $43,810, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss was $174,447 for the three months ended June 30, 2024, as compared

to net income of $816,078 for the three months ended June 30, 2023, a decrease of $990,525.

Comparison of Six Months Ended June 30,

2024 and 2023

The following table sets forth key components

of our results of operations during the six months ended June 30, 2024 and 2023, both in dollars and as a percentage of our revenue.

Six Months Ended June 30,

Total revenue

Total cost of sales

Operating expenses

Depreciation expense

Share based compensation

Selling, general and administrative

Total operating expenses

Income from continuing operations

Other income (expense)

Gain on debt refinance and forgiveness

Penalties and fees

Interest expense

Amortization of debt discounts

Total other expense

Net (loss) income before discontinued operations

Loss from discontinued operations

Net (loss) income

Our total revenue decreased

by $1,077,975, or 17.76%, to $4,992,930 for the six months ended June 30, 2024 from $6,070,905 for the six months ended June 30, 2023.

The decrease in revenue is primarily attributable to the mix of services provided during the first half of the year with less higher revenue

surgical procedures performed and an increase in the lower revenue pain management treatments being performed for approximately the same

number of patient visits in the current six month period as compared to the same six month period in the prior year.

Cost of sales .

Our total cost of

sales decreased by $296,820, or 14.56%, to $1,741,164 for the six months ended June 30, 2024 from $2,037,984 for the six months ended

June 30, 2023.

This decrease is mainly attributable to decreases in salaries and wages, surgical contracted services and laboratory fees.

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $781,155, or 19.37%, to $3,251,766 for the six months ended June 30, 2024 from $4,032,921

for the six months ended June 30, 2023.

Our total gross margin (as a percent of revenue) decreased from 66.43% for the six months ended

June 30, 2023 to 65.13% for the six months ended June 30, 2024.

Depreciation expense .

Our depreciation

expense was $6,731, or 0.13% of revenue, for the six months ended June 30, 2024, as compared to $8,000, or 0.13% of revenue, for the six

months ended June 30, 2023.

Share based compensation expense .

Our share-based compensation expense $300,225, or 6.01% of revenue, for the six months ended June 30, 2024, as compared to $0 for the

six months ended June 30, 2023.

The increase is due to stock issuances for investor relation services, 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 increased by $1,410,230, or 92.90%, to $2,928,163 for the six months ended June 30, 2024

from $1,517,933 for the six months ended June 30, 2023.

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

58.65% and 25.00% for the six months ended June 30, 2024 and 2023, respectively.

Increases were primarily attributable to increases in

bad debt expense of $1,242,017, salaries and wages expense of $504,350 and stock compensation expense of $93,600, offset by decreases

in professional fees of $21,826 and management fees of $45,000.

As a result of our efforts to accelerate cash collections throughout 2024,

we have experienced lower than normal settlements of our accounts receivable resulting in the increase in bad debt expense in the three

months ended June 30, 2024.

This may continue as we continue to pay down the liability associated with the third-party factoring of accounts

receivable from previous years.

Total other expense .

We had $362,886

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.

in total other expense, net, for the six months ended June 30, 2024, as compared to total other expense, net, of $1,617,601 for the six

months ended June 30, 2023.

Other expense, net, for the six months ended June 30, 2024 consisted of interest expense of $417,616, amortization

of debt discounts of $24,821 and penalties and fees of $1,330, offset by other income of $78,834 for the gain on debt refinance and forgiveness

and other income of $2,047.

Other expense, net, for the six months ended June 30, 2023 consisted of interest expense of $1,537,579, amortization

of debt discounts of $48,616 and financing penalties and fees of $32,000, offset by a gain on debt refinance and forgiveness of $390 and

other income of $204.

The decrease is primarily attributable to the decrease in interest expense due to the settlement agreement described

Discontinued operations .

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.

six months ended June 30, 2024 and 2023, we recorded a loss from discontinued operations of $111,312 and $89,300, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss for the six months ended June 30, 2024 was $457,551, as compared to

net income of $800,087 for the six months ended June 30, 2023, a decrease of $1,257,638.

Liquidity and Capital Resources

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.

As of June 30, 2024, we had $3,196,795 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

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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 $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.

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.

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.

We intend to raise capital for additional acquisitions

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The following table provides detailed information

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

Three Months Ended March 31,

about our net cash flow for the six months ended June 30, 2024 and 2023.

Six Months Ended June 30,

Net cash used in operating activities from continuing operations

$ (1,980,727 )

Net cash provided by financing activities

Net cash provided by financing activities from continuing operations

Net change in cash

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Our net cash used in operating activities from

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

continuing operations was $1,980,727 for the six months ended June 30, 2024, as compared to $260,466 for the six months ended June 30,

The primary drivers of our net cash used in operating activities for the six months ended June 30, 2024 are our net loss of $457,551,

decreases of $2,755,040 in accounts receivable, $367,400 in accounts payable and other accrued expenses and $380,001 in accrued officer’s

compensation, offset by $1,242,017 in bad debt expense and share based compensation of $788,600.

For the six months ended June 30, 2023,

our net income of $800,087, an increase in accounts payable and accrued expenses of $738,353, an increase in accrued officer’s compensation

of $334,000, bad debt expense of $270,000 and an increase in accrued interest of $248,137, offset by a decrease in accounts receivable

of $2,859,607, 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.

Prior to April 2023, we factored (sold) the vast

majority of our accounts receivable to third party(s) to generate working capital to fund ongoing business operations and growth, which

led to a significant increase in accounts receivable.

We have a 99% collection rate based on net settlements recorded to our accounts

receivable and revenue.

Our accounts receivable balance each reporting period does not include accounts receivables that were factored

Further, accounts receivable and revenue are recorded at what we anticipate will ultimately be collected, which historically is

99% of the net recognized upon billing to our patients of gross amounts for services.

In the past, for those receivables that were factored,

and we were advanced 46% of the accounts receivable balance and recorded 54% to finance charge.

We last factored our accounts receivable

in the first quarter of fiscal 2023.

Collection rates are estimated considering our 48-month historical collections with primary emphasis

to the most current prior 12-month trailing payment and collection percentage rates.

As a result of our efforts to accelerate cash collections

throughout 2024, in order to paydown the liability associated with the third-party factoring from previous years, we have experienced

lower than normal collection rates on our accounts receivable.

We acquired Nova in May 2021.

Nova was founded in January 2019.

As of December

31, 2023, we based our 48-month historical collections analysis on a look back period from December 31, 2023 to 48 months, part of which

was a period of time we did not yet own Nova.

We use the loss rate method to measure expected credit losses, and in addition we qualitatively

evaluate on an ongoing basis various factors, which include market conditions in which we operate, and the status of claims being settled.

We have established billing rates, which are not the same as actual amounts recovered.

These rates generally do not reflect what is ultimately

paid by the customer, insurance carriers, law firms and other payors, which is typically received eighteen to twenty-four months later,

and are not reported in the consolidated financial statements at those established billing rates.

Our customers, the patients, typically

pay amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology, or CPT,

guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value

units and a suggested range of charges for each procedure which is then assigned a CPT code.

This fee is discounted to reflect the percentage

paid to us “using a modifier” recognized by each insurance carrier for services, less deductible, co-pay, and contractual

adjustments which are deducted from the calculated fee.

The net revenue is recorded at the time the services are rendered.

of that revenue typically occurs eighteen to twenty-four months later and after the patient claim develops and settles.

Historical collection

rates are estimated using the most current prior 12-month historical payment and collection percentages.

We may incur instances whereby

patient claims are not settled.

However, these instances are very rare.

For example, if a patient dies during the claim’s development

period and there is no estate to bequeath, the claim may not be settled.

Settlements that are less than what was billed to the patient

are covered in our 99% collectability rate.

See also Note 1 to our consolidated financial statements.

For the six months ended June 30, 2023, we factored

a total of $544,196 of our accounts receivable in exchange for cash of $253,750.

We ceased factoring of accounts receivable in the first

quarter of 2023.

The most recent average collection time for accounts receivable was approximately 470 days from the initial date of service.

Typically, a patient will have a series of dates of service over an average of 12 to 16 months.

We had no investing activities for the six months

ended June 30, 2024 and 2023.

Our net cash provided by financing activities

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.

was $4,199,267 for the six months ended June 30, 2024, as compared to $360,470 for the six months ended June 30, 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.

by financing activities for the six months ended June 30, 2024 consisted of the proceeds of $4,522,695 from line of credit, offset by

the payment of $120,997 to a director, $100,079 paid on convertible notes payable, $100,000 in dividend payments and $2,352 in payments

on the SBA loan described below.

Net cash provided by financing activities for the six months ended June 30, 2023 consisted of proceeds

from convertible notes payable of $355,500 and proceeds from line of credit of $35,131, offset by repayments of line of credit of $30,161.

Convertible Notes

As of March 31, 2024, we had convertible debt

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

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 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 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

convertible promissory note in the principal amount of $150,000.

On November 8, 2019, this note (Note 29) was purchased by and assigned

to an unrelated party.

The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which 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.

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 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 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.

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 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 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.

As of June 30, 2024, we had convertible debt outstanding

net of amortized debt discount of $110,000.

During the six months ended June 30, 2024, we made $100,080 in principal payments and paid

the total outstanding accrued interest on these notes in the amount of $22,279.

We also paid $100,000 of accrued interest to a convertible

On June 11, 2024, we entered into a settlement

agreement and release of claims with the holder certain notes.

Pursuant to the settlement agreement and release of claims, the holder

agreed to cancel such notes in exchange for the fixed amount settlement promissory note in the principal amount of $535,000 described

Additionally, during the six months ended June 30, 2024, we exchanged certain notes for the issuance of 938,908 shares of series

Y senior convertible preferred stock to the noteholder.

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.

This note is currently in

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

On March 30, 2023, we executed an additional tranche under this

note in the principal amount of $25,000.

This note is currently in default and accrues interest at a default interest rate of 20% per

On August 11, 2023, we executed an additional tranche under this note in the principal amount of $25,000.

This note accrues interest

at a rate of 15% 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%

Promissory Note – Settlement Agreement

On June 11, 2024, we entered into a settlement

agreement and release of claims with the holder of 165 shares of series R convertible preferred stock and certain convertible promissory

Pursuant to the settlement agreement and release of claims, the holder agreed to cancel its shares of series R convertible preferred

stock and convertible promissory notes in exchange for a new fixed amount settlement promissory note in the principal amount of $535,000.

This transaction was accounted for as a debt extinguishment and a gain on settlement of $78,834 was recorded to the unaudited consolidated

statement of operations for the quarter ended June 30, 2024, in accordance with FASB Topic 470 Borrower’s Accounting for Debt

Modifications.

The note does not bear interest and requires fixed

payments as follows:

(i) if we raise at least $5 million but less than $6 million in our planned underwritten public offering, or the

Offering, then we must pay $250,000 on the closing date of the Offering, with payments of $125,000, $125,000 and $35,000 to follow on

the 90 th , 180 th , and 240 th days following the closing of the Offering, respectively;

raise at least $6 million but less than $7 million in the Offering, then we must pay $390,000 on the closing date of the Offering and

$145,000 on the 90 th day following the closing of the Offering;

and (iii) if we raise at least $7 million in the Offering,

then we must repay the entire principal amount on the closing date of the Offering.

If the Offering is not completed by August 15, 2024,

then we are required to pay $25,000 on such date and to continue making payments of $25,000 on each monthly anniversary thereof until

the entire principal amount is repaid in full.

If the Offering is completed after August 15, 2024, then we are required to make payments

as described in the schedule above.

Notwithstanding the foregoing, if we abandon the Offering and conduct a new public offering thereafter,

then we are required to make a payment of $100,000 on the closing date of such other public offering, a second payment of $100,000 on

the 90 th day following the closing of such offering and $35,000 each month thereafter until the entire principal amount

is repaid in full.

If any portion of the principal amount remains unpaid on the second (2 nd ) anniversary of the date of the

note, it shall become immediately due and payable on such date.

We may prepay the entire principal amount at any time without penalty.

The note is unsecured and contains customary events of default for a loan of this type.

Upon an event of default, interest would automatically

begin to accrue at a simple interest rate of ten percent per annum.

Small Business Administration Loans

2 unchanged sentences

The principal balance and accrued

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

interest at June 30, 2024 was $147,301 and $0, respectively.

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

2 unchanged sentences

The balance of the debenture

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

was $10,989 at June 30, 2024 and the accrued interest was $8,205.

We assigned all of our receivables from consumer activations of the

2 unchanged sentences

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

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

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

A review is performed on a quarterly basis to assess

the adequacy of the maximum amount.

If mutually agreed upon by us and DML, the maximum amount may be increased.

On April 24, 2024, we

entered into amendment No.

1 with DML which increased the maximum advance amount to $8,000,000 and defined the discount fee equal to 2.25%

per purchase and claims balance forward on new purchases with a minimum fee to now be $10,000.

On June 11, 2024, we entered into amendment

2 with DML which further increased the maximum advance amount to $11,000,000.

As of June 30, 2024, we had an outstanding balance of

$6,675,746 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.

The revolving purchase and security agreement includes discounts recorded

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

Related Party Loans

3 unchanged sentences

do not bear interest.

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

The balance of these amounts is $4,979 as of June 30, 2024.

Contractual Obligations

22 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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis