What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-09 compared with 2024-11-06 · 142 added, 276 removed, 258 unchanged (62% of the section changed)

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We focus on plaintiff

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

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

We provide a full range of diagnostic

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our income derived from, our two subsidiaries.

As of September 30, 2024, we had two reportable

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

Disclosures about Segments of an Enterprise and Related Information .

As of March 31, 2025, we had two reportable operating

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

about Segments of an Enterprise and Related Information .

Healthcare (Nova)

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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

Discontinued Operations

On November 10, 2023, we sold our financial services

(tax resolution) business, Platinum Tax Defenders, or Platinum Tax, that we acquired on July 31, 2018, which was a full-service tax resolution

firm located in Los Angeles, California.

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

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

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

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.

Results of Operations

Comparison of Three Months Ended September

Comparison of Three Months Ended March 31,

2025 and 2024

The following table sets forth key components

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

Three Months Ended September 30,

of our results of operations during the three months ended March 31, 2025 and 2024, both in dollars and as a percentage of our revenue.

Three Months Ended March 31,

2024 (Restated)

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Depreciation expense

Loss on disposal of fixed assets

Share based compensation

Selling, general and administrative

Total operating expenses

(Loss) income from continuing operations

Income from continuing operations

Other expense

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Total other expense

Net (loss) income before discontinued operations

Net loss before discontinued operations

Loss from discontinued operations

Net (loss) income

$ (1,977,968 )

For the three months ended

September 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 $2,050,218, or 60.20%, to $1,355,641 for the three months ended September

30, 2024 from $3,405,859 for the three months ended September 30, 2023.

The decrease in revenue is primarily attributable to the following

· The 2024 third quarter revenue was negatively impacted by the hurricanes that occurred in Florida during

this timeframe.

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.

Throughout the first half of

2024 as well as the third quarter 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 and insurance companies and accepting

lower settlement amounts.

We expect this trend to continue in the short term as we work to settle our accounts receivables more quickly

to generate cash flow for operations.

· 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.

of the new efforts to accelerate cash settlement during the nine months ended September 30, 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.

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.

March 31, 2025, and 2024, 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 increased by $593,435, or 25.56%, to $2,915,567 for the three months ended March 31,

2025 from $2,322,132 for the three months ended March 31, 2024.

The increase in revenue is primarily attributable to an overall increase

in patient volume and more complex medical procedures.

Cost of sales .

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Our total cost

of sales increased by $449,178, or 81.46%, to $1,000,601 for the three months ended September 30, 2024 from $551,423 for the three months

ended September 30, 2023.

As a percentage of revenue, cost of sale increased from 16.19% for the three months ended September 30, 2023

to 73.81% for the three months ended September 30, 2024.

This increase is mainly attributable to increases in laboratory fees.

of sales increased by $126,880, or 13.38%, to $1,075,034 for the three months ended March 31, 2025 from $948,154 for the three months

ended March 31, 2024.

This increase is mainly attributable to increases in laboratory fees and salaries, wages and management fees.

As a percentage of revenue, cost of sales decreased

from 40.83% for the three months ended March 31, 2024 to 36.87% for the three months ended March 31, 2025.

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $2,499,396, or 87.56%, to $355,040 for the three months ended September 30, 2024 from $2,854,436

for the three months ended September 30, 2023.

Our total gross margin (as a percent of revenue) decreased from 83.81% for the three months

ended September 30, 2023 to 26.19% for the three months ended September 30, 2024.

foregoing, our total gross profit increased by $466,555, or 33.96%, to $1,840,533 for the three months ended March 31, 2025 from $1,373,978

for the three months ended March 31, 2024.

Our total gross margin (as a percent of revenue) increased from 59.17% for the three months

ended March 31, 2024 to 63.13% for the three months ended March 31, 2025.

Depreciation expense .

Our depreciation

expense was $3,365, or 0.25% of revenue, for the three months ended September 30, 2024, as compared to $3,365, or 0.10% of revenue, for

the three months ended September 30, 2023.

expense was $3,365, or 0.12% of revenue, for the three months ended March 31, 2025, as compared to $3,365, or 0.14% of revenue, for the

three months ended March 31, 2024.

Share based compensation expense .

Share based compensation expense was $0 and $300,225 for the three months ended March 31, 2025 and 2024, respectively.

Loss on disposal of fixed assets .

Loss on disposal of fixed assets was $12,593 and $0 for the three months ended March 31, 2025 and 2024, respectively.

Selling, general and administrative expenses .

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Our selling, general and administrative

expenses increased by $359,158, or 62.17%, to $936,835 for the three months ended September 30, 2024 from $577,677 for the three months

ended September 30, 2023.

As a percentage of revenue, our selling, general and administrative expenses were 69.11% and 16.96% for the

three months ended September 30, 2024 and 2023, respectively.

Increases were primarily attributable to increases in salaries and wages

expense of $265,346, professional fees of $153,624, rent expense of $33,386, payroll taxes of $20,010, and board fee expense of $15,000,

offset by a decrease in management fees of $180,000.

expenses increased by $429,245, or 50.42%, to $1,280,641 for the three months ended March 31, 2025 from $851,396 for the three months

ended March 31, 2024.

As a percentage of revenue, our selling, general and administrative expenses were 43.92% and 36.66% for the three

months ended March 31, 2025 and 2024, respectively.

Increases were primarily attributable to increases in salaries and wages expense of

$255,387, bad debt expense of $112,727, and billing costs $57,735.

Total other income (expense) .

had $1,392,808 in total other expense, net, for the three months ended September 30, 2024, as compared to total other expense, net, of

$288,168 for the three months ended September 30, 2023.

Other expense, net, for the three months ended September 30, 2024 consisted of

interest expense of $1,386,041 and other expense of $6,767.

Other expense, net, for the three months ended September 30, 2023 consisted

of interest expense of $226,119, amortization of debt discounts of $46,048, financing penalties and fees of $16,000 and other expense

Discontinued operations .

three months ended September 30, 2024 and 2023, we recorded a loss from discontinued operations of $0 and $3,705, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss was $1,977,968 for the three months ended September 30, 2024, as compared

to net income of $1,981,521 for the three months ended September 30, 2023, a decrease of $3,959,489.

Comparison of Nine Months Ended September

30, 2024 and 2023

The following table sets forth key components

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

Nine Months Ended September 30,

2023 (Restated)

Total revenue

Total cost of sales

Operating expenses

Depreciation expense

Share based compensation

Selling, general and administrative

Total operating expenses

(Loss) income from continuing operations

Other income (expense)

Other (expense) income

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

$ (2,392,657 )

Our total revenue decreased

by $4,327,348, or 45.66%, to $5,149,416 for the nine months ended September 30, 2024 from $9,476,764 for the nine months ended September

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

· The 2024 third quarter revenue was negatively impacted by the hurricanes that occurred in Florida during

this timeframe.

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.

· Our mix of services provided during the first nine months of the year with lower settlement realization

rates from 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 nine-month period as compared to the same nine-month period in the prior year, also contributed

to the decrease in revenue.

· 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 nine months ended

September 30, 2024, we underwent efforts to accelerate cash settlement of our accounts receivable throughout 2024 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 expect this trend to continue in the short term as we work to settle our accounts receivables more quickly

to generate cash flow for operations.

· 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.

of the new efforts to accelerate cash settlement during the nine months ended September 30, 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 a reduction to net revenue of $1,199,155 for the nine months ended September 30, 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 .

Our total cost of

sales increased by $152,358, or 5.88%, to $2,741,765 for the nine months ended September 30, 2024 from $2,589,407 for the nine months

ended September 30, 2023.

As a percentage of revenue, cost of sale increased from 27.32% for the nine months ended September 30, 2023

to 53.24% for the nine months ended September 30, 2024.

This increase is mainly attributable to an increase in laboratory fees.

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $4,479,706, or 65.04%, to $2,407,651 for the nine months ended September 30, 2024 from

$6,887,357 for the nine months ended September 30, 2023.

Our total gross margin (as a percent of revenue) decreased from 72.68% for the

nine months ended September 30, 2023 to 46.76% for the nine months ended September 30, 2024.

Depreciation expense .

Our depreciation

expense was $10,096 or 0.20% of revenue, for the nine months ended September 30, 2024, as compared to $11,365, or 0.12% of revenue, for

the nine months ended September 30, 2023.

Share based compensation expense .

Our share-based compensation expense $300,225, or 5.83% of revenue, for the nine months ended September 30, 2024, as compared to $0 for

the nine months ended September 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 $527,370, or 25.17%, to $2,622,981 for the nine months ended September 30,

2024 from $2,095,611 for the nine months ended September 30, 2023.

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

expenses were 50.94% and 22.11% for the nine months ended September 30, 2024 and 2023, respectively.

Increases were primarily attributable

to increases in salaries and wages expense of $769,696, stock compensation expense of $93,600, professional fees of $60,367, investor

relations and public company fees of $71,431, insurance expense of $71,635 and rent expense of $100,000, offset by decreases in management

fees of $225,000, bad debt expense of $270,000, and penalties of $44,670.

Total other expense .

We had $1,755,694

in total other expense, net, for the nine months ended September 30, 2024, as compared to total other expense, net, of $1,905,768 for

the nine months ended September 30, 2023.

Other expense, net, for the nine months ended September 30, 2024 consisted of interest expense

of $1,803,657, amortization of debt discounts of $24,821, penalties and fees of $1,330, and other expenses of $4,720, offset by other

income of $78,834 for the gain on debt refinance.

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

expense of $1,763,698, amortization of debt discounts of $94,664 and financing penalties and fees of $48,000, offset by a gain on debt

refinance and forgiveness of $390 and other income of $204.

had $994,711 in total other expense, net, for the three months ended March 31, 2025, as compared to total other expense, net, of $390,784

for the three months ended March 31, 2024.

Total other expense, net, for the three months ended March 31, 2025 consisted of interest expense

of $993,114 and other expense of 1,597.

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 financing penalties and fees of $1,000.

Discontinued operations .

nine months ended September 30, 2024 and 2023, we recorded a loss from discontinued operations of $111,312 and $93,005, respectively.

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss for the nine months ended September 30, 2024 was $2,392,657, as compared

to net income of $2,781,608 for the nine months ended September 30, 2023, a decrease of $5,174,265.

three months ended March 31, 2025 and 2024, we recorded a loss from discontinued operations of $0 and $111,312, respectively.

As a result of the cumulative

effect of the factors described above, our net loss was $450,777 for the three months ended March 31, 2025, as compared to $283,104 for

the three months ended March 31, 2024, an increase of $167,673, or 59.23%.

Liquidity and Capital Resources

As of September 30, 2024, we had $1,949,000 in

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

stockholders and third-party and related party debt.

As of March 31, 2025, we had $996,758 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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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

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

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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 the nine months ended September 30, 2024 and 2023.

Nine Months Ended September 30,

about our net cash flow for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

Net cash used in operating activities from continuing operations

$ (1,628,728 )

$ (1,187,816 )

Net cash provided by financing activities from continuing operations

Net change in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Cash at beginning of period

Cash at end of period

Our net cash used in operating activities from

continuing operations was $3,996,905 for the nine months ended September 30, 2024, as compared to $557,542 for the nine months ended September

The primary drivers of our net cash used in operating activities for the nine months ended September 30, 2024 are our net loss

of $2,392,657, decreases of $1,492,966 in accounts receivable, $691,072 in accounts payable and other accrued expenses and $380,001 in

accrued officer’s compensation, offset by share based compensation of $788,600.

For the nine months ended September 30, 2023, our

net income of $2,781,608, an increase in accounts payable and accrued expenses of $733,125, an increase in accrued officer’s compensation

of $514,000, bad debt expense of $270,000 and an increase in accrued interest of $380,020, offset by a decrease in accounts receivable

of $5,510,098, were the primary drivers for the cash used in operations.

continuing operations was $1,628,728 for the three months ended March 31, 2025, as compared to $1,187,816 for the three months ended March

The primary drivers of our net cash used in operating activities for the three months ended March 31, 2025 are our net loss

of $450,777 and an increase of $1,680,291 in accounts receivable, offset by increases of $230,608 in accounts payable and other accrued

expenses and $101,773 in accrued interest.

For the three months ended March 31, 2024, our net loss of $283,104 and an increase in accounts

receivable of $1,344,676, offset by an increase in share based compensation of $300,225 were the primary drivers of our net cash used

in operating activities.

We monitor outstanding cases as they develop through

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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.

We currently have one primary method of accelerating our cash settlement of our revenue and related accounts receivable

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 nine months ended September 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 realization time for accounts receivable

was approximately eighteen to twenty-four months 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.

Shortening our negotiation timeframe will typically result in a lower settlement realization rate, but will accelerate the cash settlement

of the outstanding accounts receivable.

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

We may employ this method in the future.

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 16

Prior to fiscal year 2024, we historically realized

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of gross billed amounts.

During the nine months ended September 30, 2024, we underwent efforts to accelerate cash settlement of our accounts

receivable throughout 2024 to generate cash flow for operations.

We did this by shortening our settlement negotiations with insurance

companies and accepting lower settlement amounts.

We expect this trend to continue in the short term as we work to settle our accounts

receivables more quickly to generate cash flow for operations.

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

As a result of the new efforts to accelerate cash settlement during the nine months ended September 30, 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 $1,199,155 for the nine months ended September

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

nine months ended September 30, 2024 and 2023.

During 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 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, we 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,

we realized a 42.9% 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 $339,834 for the three months ended

March 31, 2024.

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 our 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.

We had no investing activities for the three months

ended March 31, 2025 and 2024.

Our net cash provided by financing activities

was $4,968,250 for the nine months ended September 30, 2024, as compared to $426,671 for the nine months ended September 30, 2023.

cash provided by financing activities for the nine months ended September 30, 2024 consisted of the proceeds of $5,348,871 from line of

credit, offset by the payment of $120,997 to a director, $105,080 paid on convertible notes payable, $100,000 in dividend payments, $50,000

paid on a note payable, and $4,545 in payments on the SBA loan described below.

Net cash provided by financing activities for the nine

months ended September 30, 2023 consisted of proceeds from convertible notes payable of $421,376 and proceeds from line of credit of $35,632,

offset by repayments of line of credit of $28,784.

was $1,437,301 for the three months ended March 31, 2025, as compared to $1,463,113 for the three months ended March 31, 2024.

provided by financing activities for the three months ended March 31, 2025 consisted of proceeds from line of credit of $1,564,494, offset

by the payment of note payable of $75,000, payment of preferred stock dividends of $50,000 and repayments of the Small Business Administration

loan described below of $2,193.

Net cash provided by financing activities for the three months ended March 31, 2024 consisted of proceeds

from line of credit of $1,463,273, offset by repayments of the Small Business Administration loan described below of $160.

Convertible Notes

As of September 30, 2024, we had convertible debt

As of March 31, 2025, we had convertible debt

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

During the nine months ended September 30, 2024, we made $105,080 in principal

payments and paid the total outstanding accrued interest on these notes in the amount of $22,780.

We also paid $100,000 of accrued interest

to a convertible noteholder.

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 nine months ended September 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 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 annum.

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

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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 nine months ended September 30, 2024, in accordance with FASB Topic 470 Borrower’s Accounting

for Debt Modifications.

statement of operations for the year ended December 31, 2024, in accordance with FASB Topic 470 Borrower’s Accounting for Debt

Modifications.

The note does not bear interest and requires fixed

23 unchanged sentences

interest rate of ten percent per annum.

During the three and nine months ended September 30, 2024, we paid a total of $50,000 against

the outstanding principal due.

During the three months ended March 31, 2025, we paid a total of $75,000 against the outstanding

principal due.

Small Business Administration Loans

2 unchanged sentences

The principal balance and accrued

interest at September 30, 2024 was $145,109 and $0, respectively.

interest at March 31, 2025 was $146,045 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 September 30, 2024 and the accrued interest was $8,537.

We assigned all of our receivables from consumer activations of

the rewards program as collateral on this debenture.

was $10,989 at March 31, 2025 and the accrued interest was $9,195.

We assigned all of our receivables from consumer activations of the

rewards program as collateral on this debenture.

Line of Credit

11 unchanged sentences

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

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

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 March 31, 2025, we had an outstanding balance

of $10,210,485 against the revolving receivable line of credit and accrued interest of $411,300.

6 unchanged sentences

do not bear interest.

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

The balance of these amounts is $4,979 as of March 31, 2025.

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