What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-14 compared with 2024-03-27 · 424 added, 264 removed, 247 unchanged (74% of the section changed)

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

On May 31, 2021, we acquired 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 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.

From sports injuries, to sprains, strains, and fractures,

our doctors are dedicated to helping patients return to active lifestyles.

We also own a real estate company, Edge View,

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) acre pond.

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

agreement with a developer for this planned concept development.

All of our operations are conducted through, and

our income derived from, our various subsidiaries.

As of December 31, 2023, we operate the following businesses through our wholly owned

subsidiaries.

· Healthcare Business .

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 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.

From sports injuries, to sprains, strains, and fractures, our doctors

are dedicated to helping patients return to active lifestyles.

· Real Estate Business .

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.

Management has invested years working

to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer

for this planned concept development.

our income derived from, our two subsidiaries.

As of December 31, 2024, we had two reportable

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Corporate administration costs, which include, but are not limited to, general accounting,

human resources, legal and credit and collections, are partially allocated to the three operating segments.

Other revenue consists of

nonrecurring items.

human resources, legal and credit and collections, are partially allocated to the two operating segments.

The healthcare segment provides a full range of

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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

Management uses revenues, cost of sales, operating

expenses, and income (loss) before taxes to evaluate and measure its subsidiaries’ success.

To help the segments achieve optimal

operating performance, management retains the prior owners of the subsidiaries and allows them to do what they do best, which is run the

Additionally, management monitors key metrics primarily revenues and income from operations in order to allocate resources accordingly.

Discontinued Operations

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by the purchaser within one year following the sale date.

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.

Results of Operations

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Depreciation expense

Share based compensation

Selling, general and administrative

Total operating expenses

Income from continuing operations

Other income (expense)

(Loss) income from continuing operations

Other income (expense)

Other expense

Gain on debt refinance and forgiveness

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Amortization of debt discounts

Total other income expense

Net income (loss) before discontinued operations

Total other expense

Net (loss) income before discontinued operations

Loss from discontinued operations

Loss from disposal of discontinued operations

Net income (loss)

Net (loss) income

$ (3,302,999 )

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and surgical services.

Our total revenue increased by $1,160,070, or 10.85%, to $11,853,266 for the year ended December 31, 2023 from

Our total revenue decreased by $3,583,140, or 30.23%, to $8,270,126 for the year ended December 31, 2024 from $11,853,266

for the year ended December 31, 2023.

Such increase was primarily due to increased Personal

Injury Protection (PIP) services and the opening of a facility in the Healthcare segment .

The decrease in revenue is mainly attributable to the following factors:

Our mix of services provided during the year ended December 31, 2024 with lower settlement realization rates from surgical procedures performed and an increase in the lower revenue generating pain management treatments being performed for approximately the same number of patient visits in 2024 as compared to 2023.

During 2024, the state of Florida experienced one of the most active and destructive hurricane seasons, which negatively impacted our revenue.

The harsh weather caused several of our facilities to shut down for periods of time due to storm damage as well as patients not being able to attend their appointments.

All of our facilities have reopened.

Prior to fiscal year 2024, we historically realized a 49% settlement rate from total gross billed charges.

Accordingly, we had historically recognized net healthcare service revenue as 49% of gross billed amounts.

During the first nine months of 2024, we underwent efforts to accelerate cash settlement of our accounts receivable to generate cash flow for operations.

We did this by shortening our settlement negotiations timespan with attorneys’ insurance companies and accepting lower settlement amounts.

We began to see improvements in settlement rates during the fourth quarter of 2024 as we begin to transition away from this initiative.

Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including reviewing historical reports and new reporting methods as a part of our updated analysis.

Based upon this review, it was determined that a 24-month lookback period should be used in the analysis of our historical settlement realization rates.

As a result of the new efforts to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings.

Accordingly, we recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024.

Additionally, with the reduction in our estimate of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024 in our accounts receivable and revenue.

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 $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.

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 increased by $281,004, or 7.89%, to $3,841,628 for the year ended December 31, 2024 from $3,560,624 for the year ended December

Such increase was primarily due to an increase in overall increases in healthcare costs and specifically costs related to surgical

procedures performed due to technology advancements, inflation, and materials and wage increases.

Gross profit .

As a result of the

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

foregoing, our total gross profit decreased by $3,864,144, or 46.60%, to $4,428,498 for the year ended December 31, 2024 from $8,292,642

for the year ended December 31, 2023.

Our total gross margin (percent of revenue) increased from 62.03% for the year ended December 31,

Our total gross margin (percent of revenue) decreased from 69.96% for the year ended December 31,

2023 to 53.55% for the year ended December 31, 2024.

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ended December 31, 2023.

The decrease in depreciation expense was due to certain assets becoming fully depreciated during the years ended

December 31, 2023 and 2022.

The decrease in depreciation expense was due to certain assets becoming fully depreciated during the year ended

December 31, 2023.

Share based compensation .

based compensation expense was $544,725, or 6.59% of revenue, for the year ended December 31, 2024, as compared to $0, for the year ended

December 31, 2023.

Share based compensation expense in 2024 consisted of expense related to the issuance of common stock to our board

of directors, officers and employees as well as our investor relations firm for services provided.

Selling, general and administrative expenses .

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and 2023, respectively.

Increases were attributable to credit losses of $132,281, professional fees of $167,155, and management bonus

Increases were primarily attributable to increases in salaries and wages of $714,799, bad debt expense of $133,719,

legal fees of $105,152, public company, filing and investor relations fees of $106,820, and rent expense of 130,331.

These increases were

offset by a decrease in accounting fees of $192,900.

Total other expense .

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Other expense, net, for the year ended December 31, 2024 consisted of interest expense of $3,045,504, amortization

of note payable discounts of $24,821, financing penalties and fees of $1,330 and other expense of $5,362, offset by a gain on debt refinance

and forgiveness of $78,834.

Other expense, net, for the year ended December 31, 2023 consisted of interest expense of $1,956,266, amortization

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

and forgiveness of $115,448.

Other expense, net, for the year ended December 31, 2022 consisted of interest expense of $6,387,309, financing

penalties and fees of $2,063,916 and amortization of debt discounts of $253,823, offset by a gain on forgiveness of debt of $1,397,271

and other income of $150,250.

The 55.68% increase in interest expense was primarily attributable to interest associated with the line of

credit described below.

Discontinued operations .

the year ended December 31, 2023, we recorded a loss from disposal of discontinued operations of $86,520.

For the year ended December

31, 2022, we recorded a loss from discontinued operations of $2,178,883.

the year ended December 31, 2024, we recorded a loss from discontinued operations of $111,312, as compared to $86,520 for the year ended

December 31, 2023.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net income was $3,028,394 for the year ended December 31, 2023, as compared

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%.

the cumulative effect of the factors described above, our net loss was $3,302,999 for the year ended December 31, 2024, as compared to

a net income of $3,028,394 for the year ended December 31, 2023, a net decrease of $6,331,393, or 209.07%.

Liquidity and Capital Resources

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had $1,188,185 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.

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

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

We believe, based on our operating plan, that

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of acquiring additional businesses.

The funds required to sustain operations ranges between

The funds required to sustain operations range between

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

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

Our ability to continue as a going concern and the

appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions.

We have prospective

investors and believe the raising of capital will allow us to fund our cash flow shortfalls and pursue new acquisitions.

no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time

frame or on terms acceptable to us.

Should we be unable to raise sufficient funds, we may be required to curtail our operating plans.

In addition, increases in expenses may require cost reductions.

No assurance can be given that we will be able to operate profitably on

a consistent basis, or at all, in the future.

Should we not be able to raise sufficient funds, it may cause cessation of operations.

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for all financial statement periods presented in this prospectus.

about our net cash flow for all financial statement periods presented in this report.

Years Ended December 31,

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Net change in cash

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Cash at beginning of year

Cash at end of year

Our net cash used in operating activities from

continuing operations was $5,858,147 for the year ended December 31, 2024, as compared to $1,807,987 for the year ended December 31, 2023.

The primary drivers of our net cash used in operating activities for year ended December 31, 2024 are our net loss of $3,302,999, increase

of $4,545,068 in accounts receivable, and a decrease of $699,560 in accounts payable and other accrued expenses, offset by a change in

estimate adjustment for the change in realization rate of $1,650,474, share based compensation of $544,725 and bad debt expense of $266,000.

For the year ended December 31, 2023, our net income of $3,028,394, an increase in accrued officers’ compensation of $982,500, an

increase in accrued interest of $486,165, and an increase in accounts payable and accrued expense of $341,261, offset by an increase in

account receivable of $6,701,334, were the primary drivers of our net cash used in operating activities.

For the year ended December 31,

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

finance penalties and fees of $2,063,916 and an increase in accrued officers’ compensation of $873,506, were the primary drivers

for the cash used in operations.

account receivable of $6,833,615 were the primary drivers of our net cash used in operations.

We monitor outstanding cases as they develop through

ongoing discussions with attorneys, doctors and our third-party medical billing company and additionally monitor our settlement realization

rates over time.

We have two primary methods of accelerating our cash settlement of our revenue and related accounts receivable.

is through factoring our receivables, which was done in 2023, but ended prior to April 2023.

The second method is through accepting lower

settlement amounts during the final negotiations of the settlement, which is coordinated through our third-party medical billing company.

When our third-party medical billing company is provided with a settlement amount of 49% of gross charges or greater they will accept.

When presented with a lower amount we will discuss the reasons for the reduced rate and negotiate a higher rate.

Shortening our negotiation

timeframe will typically result in a lower settlement realization rate, but will accelerate the cash settlement of the outstanding accounts

We began employing this second method in 2024, which reduced our settlement realization rate as described below.

We have employed

both methods from time to time to accelerate our cash settlement and may employ one or both in the future.

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.

the year ended December 31, 2023, we factored a total of $544,196 of our accounts receivable in exchange for cash of $253,750.

factoring of accounts receivable in the first quarter of 2023.

The most recent average realization time for accounts receivable was approximately

18 to 24 months from the initial date of service.

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

Prior to fiscal year 2024, we historically realized

a 49% settlement rate from total gross billed charges.

Accordingly, we had historically recognized net healthcare service revenue as 49%

of gross billed amounts.

During the year ended December 31, 2024, we underwent efforts to accelerate cash settlement of our accounts receivable

to generate cash flow for operations.

We did this by shortening our settlement negotiations with insurance companies and accepting lower

settlement amounts.

Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including

reviewing historical reports and new reporting methods as a part of our updated analysis.

Based upon this review it was determined that

a 24-month lookback period should be used in the analysis of our historical settlement realization rates.

As a result of the new efforts

to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges

during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings.

Accordingly, we

recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024.

Additionally, with the reduction in our estimate

of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024

in our accounts receivable and revenue.

We had no investing activities for the years ended

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was $6,068,077 for the year ended December 31, 2024, as compared to $2,369,325 for the year ended December 31, 2023.

Net cash provided by

financing activities for the year ended December 31, 2023 consisted of net proceeds from the line of credit of $2,164,338 and proceeds

from convertible notes payable of $421,375, offset by repayment of convertible notes payable of $175,000, repayment of line of credit

of $39,293 and repayments to directors and officers of $2,195.

Net cash provided by financing activities for the year ended December 31,

2022 consisted of proceeds from convertible notes payable of $879,083 and proceeds from preferred stock issuances of $25,000, offset by

dividends on preferred stock of $102,740, repayment of convertible notes payable of $5,908, repayments to directors and officers of $3,573

and repayment of the SBA loan described below of $3,068.

Net cash provided

by financing activities for the year ended December 31, 2024 consisted of net proceeds from the line of credit of $6,525,892, offset by

$125,000 paid on a note payable, the payment of $120,997 to a director, $105,079 paid on convertible notes payable, $100,000 in dividend

payments and $6,739 in payments on the Small Business Administration loan described below.

Net cash provided by financing activities for

the year ended December 31, 2023 consisted of net proceeds from the line of credit of $2,125,145 and proceeds from convertible notes payable

of $421,375, offset by repayment of convertible notes payable of $175,000 and repayments to directors and officers of $2,195.

Convertible Notes

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outstanding net of amortized debt discount of $105,000.

During the year ending December 31, 2023, we received net proceeds of $421,375

from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.

The following is a schedule of convertible notes

payable outstanding as of December 31, 2023:

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, 10-2 and 10-3 accrue 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.

On August 28, 2019, we issued

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

The note is currently in default

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

There was no outstanding principal balance as of December 31, 2023.

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.

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 December 31, 2023 was $149,655 and $956, respectively.

The principal balance and accrued interest at December 31, 2022 was

$144,609 and $5,723, respectively.

During the year ended December 31, 2024, we made $105,080 in principal payments

and paid the total outstanding accrued interest on these notes in the amount of $22,781.

We also paid $100,000 of accrued interest to

a convertible noteholder.

Also, during the year ended December 31, 2024, we converted $680 in accrued interest and $1,000 in conversion

cost into 1,222 shares of common stock.

We recognized $1,679 of additional paid-in capital to adjust fair value for the debt settlement

during the year ended December 31, 2024.

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 year ended December 31, 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.

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.

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

if we 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.

As the Offering was not completed by August 15, 2024,

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.

This transaction was accounted for as a debt extinguishment

and a gain on settlement of $78,834 was recorded to the consolidated statement of operations for the year ended December 31, 2024, in

accordance with FASB Topic 470 Borrower’s Accounting for Debt Modifications.

During the year ended December 31, 2024, we

paid $125,000 against the outstanding principal balance.

At December 31, 2024, the remaining principal balance was $410,000.

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

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was $10,989 at December 31, 2024 and the accrued interest was $8,869.

The principal balance and accrued interest at December 31, 2022

was $10,989 and $6,229, respectively.

We assigned all of our receivables from consumer activations of the rewards program as collateral

on this debenture.

We assigned all of our receivables from consumer activations of

the rewards program as collateral on this debenture.

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 December 31, 2024 was $142,916 and $0, respectively.

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 December 31, 2023, we had $2,120,100 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.

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.

On December 27, 2024, we and Nova entered into amendment

3 with DML which further increased the maximum advance amount to $15,000,000.

As of December 31, 2024, we had an outstanding balance

$8,645,991 against the revolving receivable line of credit and accrued interest of $315,031.

The unused line of credit balance as of December

31, 2024 was $6,354,009.

The revolving purchase and security agreement includes discounts recorded as interest expense on each funding

and matures on September 29, 2025.

Related Party Loans

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do not bear interest.

The balance of these amounts are $4,979 as of December 31, 2023 and 2022.

We have obtained short-term advances from the

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

As of December 31, 2023 and 2022, we owed the Chairman $120,997

and $123,192, respectively.

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

Contractual Obligations

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source of revenue is our healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures.

Revenue is recognized at a point in time in accordance with Accounting Standards Codification, or ASC, 606.

Our healthcare subsidiary

does not have contract liabilities or deferred revenue as there are no amounts prepaid for services.

We apply the following five-step

ASC 606 model to determine revenue recognition:

Revenue is recognized at a point in time in accordance with Accounting Standards Codification, or ASC, 606 and at an estimated net settlement

realization rate based on gross billed charges.

Our healthcare subsidiary does not have contract liabilities or deferred revenue as there

are no amounts prepaid for services.

We apply the following five-step ASC 606 model to determine revenue recognition:

identification of a contract with a customer;

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recognition of revenue when performance obligations are satisfied.

We apply the five-step model when it is probable

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

and determine those that are a performance obligation and assesses whether each promised service is distinct

Our contracts for both our contract and service

fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services

is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction

price is allocated to this single performance obligation.

Accordingly, we recognize revenues (net) when

the patient receives orthopedic care services.

Our patient service contracts generally have performance obligations which are satisfied

at a point in time.

At contract inception, once the contract is determined

to be within the scope of ASC 606, we assess services promised within each contract and determine those that are a performance obligation

and assesses whether each promised service is distinct.

Our contracts contain a single performance obligation

(providing orthopedic services), as the promise to transfer the individual services is not separately identifiable from other promises

in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation.

Accordingly, we recognize net revenue when the

patient receives orthopedic care services.

Our patient service contracts generally have performance obligations which are satisfied at

a point in time.

The performance obligation is for onsite or off-site care provided.

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and the transaction price is in the contract.

Revenue is recognized when obligations under the terms of the contract with our patients

are satisfied;

generally, at the time of patient care.

Established billing rates are not the same as

actual amounts recovered for our healthcare subsidiary.

They generally do not reflect what we are ultimately paid by the customer,

insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate.

are typically paid 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.

Contract Fees (Non-PIP)

We have contract fees for amounts earned from

our non-personal injury protection, or PIP, related procedures, typically car accidents, and are collected on a contingency basis.

Historically,

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

funds collected by us were remitted to the factor.

In determining net revenue to record under ASC

606, we must estimate the transaction price, including estimates of variable consideration in the contract at inception.

In order to estimate

variable consideration, we use established billings rates (also described as “gross charges”) for the procedures being performed,

however, the billing rates are not the same as actual amounts recovered for our healthcare subsidiary.

They generally do not reflect

what we are ultimately paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial

statements at that rate.

We are typically paid amounts based on established charges per procedure with guidance from the annually updated

Current Procedural Terminology, or CPT, guidelines that designates relative value units and a suggested range of charges for each procedure

which is then assigned a CPT code.

This gross charge 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.

These adjustments are considered variable consideration under ASC 606 and are deducted from the calculated fee to arrive at the net transaction

We also estimate changes in the contract price as a result of price concessions, changes to deductibles, co-pays and other contractual

adjustments to determine the eventual settlement amount we expect to receive.

We use the term settlement realization in our disclosures

to describe the amount of cash we expect to receive based on our estimate of the transaction price under the expected value method of

Where appropriate, we utilize the expected value

method to determine the appropriate amount for estimates of variable consideration, which has been based on a historical 12-month lookback

of our actual settlement realization rates.

The estimates of reserves established for variable consideration reflect current contractual

requirements, our historical experience, specific known market events and trends, industry data and forecasted patient data and settlement

Settlement realization patterns are assessed based on actual settlements and based on expected settlement realization trends

obtained from discussions with attorneys, doctors and our third-party medical billing company.

Settlement amounts are negotiated, and

prolonged settlement negotiations are not indicative of a greater likelihood of reduced settlement realization or zero settlement.

We may accept a lower settlement realization rate

in order to receive faster payment.

We obtain information about expected settlement realization trends from discussions with doctors and

attorneys and our third-party medical billing company vendor, which handles settlement claims and negotiations.

Settlement amounts are

presented to our third-party medical billing company vendor.

Settlement rates of 49% or higher based on gross

billed amounts are typically accepted without further negotiation.

Proposed settlement rates below 49% are negotiated when possible and

longer negotiations typically result in higher settlement rates.

If we accept a lower settlement realization rate in order to receive

payments more quickly, we consider that a price concession and estimate these concessions at contract inception.

The various forms of

variable consideration described above included in the transaction price may be constrained and are included in net revenue only to the

extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

We have not constrained any of our estimates of variable consideration for any of the periods presented.

Service Fees – Net (PIP)

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procedures on the date the services are performed.

These services primarily include slip and falls as well as smaller nominal non-PIP

Fees are collected primarily from third party insurance providers.

These revenues are based on established insurance billing

rates, less allowances for contractual adjustments and uncollectible amounts.

These contractual adjustments vary by insurance company

and self-pay patients.

We compute these contractual adjustments and collection allowances based on our historical collection experience.

Completing the paperwork for each case and preparing

it for billing takes approximately ten business days after a procedure is performed.

The majority of claims are then filed electronically

except for those remaining insurance carriers requiring paper filing.

An initial response is usually received within four weeks from

electronic filing and up to six weeks from paper filing.

Responses may be a payment, a denial, or a request for additional information.

Our healthcare revenues are generated from professional

medical billings including facility and anesthesia services.

With respect to facility and anesthesia services, we are the primary obligor

as the facility and anesthesia services are considered part of one integrated performance obligation.

Historically, we receive 49% of

collections from total gross billed.

Accordingly, we recognized net healthcare service revenue as 49% of gross billed amounts.

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

Historically through April 2023, our healthcare

subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately

54% reduction from the accounts receivables amounts when a receivable is sold to the factors.

We evaluated the factored adjustments considering

the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded

in finance charges as other expenses on the consolidated statement of operations.

These services primarily include slip and falls as well as smaller nominal Non-Personal

Injury Protection, or PIP, services.

As described above, these revenues are based on established insurance billing rates, less allowances

for contractual adjustments and uncollectible amounts.

These contractual adjustments vary by insurance company and self-pay patients.

We compute these contractual and other adjustments based on its historical settlement realization experience.

Completing the paperwork

for each case and preparing it for billing takes approximately ten business days after a procedure is performed.

The majority of claims

are then filed electronically except for those remaining insurance carriers requiring paper filing.

An initial response is usually received

within four weeks from electronic filing and up to six weeks from paper filing.

Responses may be a payment, a denial, or a request for

additional information.

Our healthcare revenues are generated from professional medical billings including facility and anesthesia services.

With respect to facility and anesthesia services, we are the primary obligor as the facility and anesthesia services are considered part

of one integrated performance obligation.

We satisfy performance obligations as services

are performed and then billed to the patient.

Payment in most cases is made by an attorney for such services to our patients which are

due upon final settlement of patients claims.

During the claims process, legal counsel warranties such claim through the letter of protection,

which is sent to us, as a medical provider, on behalf of the client patient.

This letter states that the attorney is responsible for paying

the client’s medical bills when the case is fully developed and settles.

The medical professional agrees to provide treatment to

the injured person and refrain from attempting to collect payment as it is developing and until the case is resolved.

Once the personal

injury case is finalized with the insurance company, the attorney pays the outstanding medical bills from the settlement.

Settlement Rates

Prior to fiscal year 2024, we historically realized

a 49% settlement rate from total gross billed charges.

Accordingly, we had historically recognized net healthcare service revenue as 49%

of gross billed amounts.

During the year ended December 31, 2024, we underwent efforts to accelerate cash settlement of our accounts receivable

to generate cash flow for operations.

We did this by shortening our settlement negotiations with insurance companies and accepting lower

settlement amounts.

Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including

reviewing historical reports and new reporting methods as a part of our updated analysis.

Based upon this review, it was determined that

a 24-month lookback period should be used in the analysis of our historical settlement realization rates.

As a result of the new efforts

to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges

during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings.

Accordingly, we

recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024.

Additionally, with the reduction in our estimate

of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024

in our accounts receivable and revenue.

We will continue to evaluate our estimate of our settlement realization rates in the future, which

will include a monthly review of our trailing 24-month historical settlement realization rate, along with estimates of current and pending

settlements through ongoing discussions with attorneys, doctors and our third-party medical billing company in order to determine its

variable consideration under ASC 606 and the net transaction price.

We will update our settlement realization rate estimate used in determining

our accounts receivable and revenue each quarter based on this review.

Contract Fees (Non-PIP)

We have contract fees for amounts earned from

our Non-PIP related procedures, typically car accidents, and are settled on a contingency basis.

Prior to April 2023, these cases were

sold to a factor who bears the risk of economic benefit or loss.

Generally, the sale of these cases to a third-party factor resulted in

an approximate 54% reduction from the accounts receivables amounts.

After selling patient cases to the factor, any additional funds settled

by us were remitted to the factor.

We evaluated the factored adjustments considering the actual factored amounts per patient on a quarterly

interval, and the reductions from accounts receivable that were factored were recorded in finance charges as other expenses on the consolidated

statement of operations.

As a result of our 18 to 24 month settlement realization timeframe, we have an accrued liability resulting from

the settlement of receivables sold to the third-party factors which fluctuates as settlements are made and remitted to those third-party

These accounts receivables sold to these third-party factors are not included in our financial statements accounts receivable

balance once sold and therefore are not part of the assessment of the net realizable value of accounts receivable.

For the year ended

December 31, 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.

Accounts Receivable .

In the normal

course of business, we are in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated

by a letter of protection which insulates us and insures payment in full from insurance settlements.

Accounts receivable consists of amounts

due from attorneys and insurance providers for services provided to patients under the letter of protection.

Accounts receivable are recorded

at the expected settlement realization amount, which is less contractual adjustments and an allowance for credit losses.

an allowance for credit losses for our accounts receivable to present the net amount expected to be collected as of the balance sheet

This allowance is determined based on the history of net settlements received, where the net settlement amount is not collected.

No collection can happen if no settlement is reached with the defendant’s insurance company and the plaintiff (the patient) loses

the case at trial, or the case is abandoned, then we will not be able to collect on our letter of protection and our receivable will not

be collected.

We monitor outstanding cases as they develop through ongoing discussions with attorneys, doctors and third-party medical

billing company and additionally monitor settlement realization rates over time.

Additionally, we consider economic factors and events

or trends expected to affect future collections experience.

The no collection history of our customers is considered in future assessments

of collectability as these patterns are established over a longer period.

We use the term collection and collection rate in its disclosures

to describe the historical less than 1% occurrence of not collecting under a contract, which aligns with our credit loss accounting under

We do not have a significant exposure to credit

losses as we have historically had a less than 1.0% loss rate where we received no settlement amount for our outstanding accounts receivable.

Although possible, claims resulting in zero collection upon settlement are rare based on our historical experience and has historically

been 0.5% to 1.0% of our outstanding accounts receivable, thereby resulting in a collection rate of 99%.

We use the loss rate method to

record our allowance for credit losses.

We apply the loss rate method by reviewing our zero collection history on a quarterly basis and

updating our estimate of credit losses to adjust for changes in loss data.

We typically collect on our accounts receivable between 18

to 24 months after recording.

We do not record an allowance for credit losses based on an aging of our accounts receivable as the aging

of our receivables do not influence the credit loss rate due to the nature of our business and the letter of protection.

We do not adjust

our receivables for the effects of a significant financing component at contract inception as the timing of variable consideration is

determined by the settlement, which is outside of our control.

As of December 31, 2024 and 2023, our allowance for credit losses

was $255,215 and $122,190, respectively.

We recognized $266,000 and $122,190 of credit loss expense during the years ended December 30,

2024 and 2023, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statement

of operations.

The balance of accounts receivable, net as of January 1, 2023 was $6,603,920.

The balance of the allowance for credit losses

was $0 as of January 1, 2023.

Property and Equipment .

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10 years or lease term, if shorter

Goodwill and Other Intangible Assets .

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.

review goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying

value of goodwill may not be recoverable.

Goodwill is tested first for impairment based on qualitative factors on an annual basis or in

between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a

‘triggering event’.

An assessment is made of these qualitative factors as such to determine whether it is more likely than

not the fair value is less than the carry amount, including goodwill.

The annual evaluation for impairment of indefinite-lived intangibles

and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections

of expected future cash flows and operating plans.

We believe such assumptions are also comparable to those that would be used by other

marketplace participants.

For the year ended December 31, 2023, we determined there to be no impairment.

For the year ended December 31,

2022, we recognized goodwill impairment in the amount of $2,092,048 in our former financial services segment, which is now reflected in

discontinued operations.

We based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value

and other factors.

Goodwill is not amortized

but is evaluated for impairment annually or when indicators of a potential impairment are present.

We review goodwill for impairment on

a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs or circumstances

change that indicate the fair value may be below its carrying amount, otherwise known as a ‘triggering event’.

An assessment

is made of these qualitative factors to determine whether it is more likely than not the fair value is less than the carry amount, including

The annual evaluation for impairment of goodwill, if needed, is based on valuation models that incorporate assumptions and internal

projections of expected future cash flows and operating plans.

We believe such assumptions are also comparable to those that would be

used by other marketplace participants.

For the years ended December 31, 2024 and 2023, we determined there to be no impairment.

this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value and other factors.

Valuation of Long-Lived Assets .

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Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

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.

inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement

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.

Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Stock-Based Compensation .

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

What changed 10-K

Item 7. Management’s Discussion and Analysis