What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-19 compared with 2025-08-19 · 176 added, 229 removed, 325 unchanged (55% of the section changed)

88 unchanged sentences

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 June 30, 2024, we had two reportable operating

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

about Segments of an Enterprise and Related Information .

Healthcare (Nova)

26 unchanged sentences

Results of Operations

Comparison of Three Months Ended September

Comparison of Three Months Ended June 30,

2024 and 2023

The following table sets forth key components

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

Three Months Ended September 30,

2023 (Restated)

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

Three Months Ended June 30,

Total revenue

5 unchanged sentences

(Loss) income from continuing operations

Other expense

Other income (expense)

Gain on debt refinance and forgiveness

Penalties and fees

1 unchanged sentence

Amortization of debt discounts

Total other expense

Total other income (expense)

Net (loss) income before discontinued operations

1 unchanged sentence

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.

June 30, 2024, and 2023, all of our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic

and surgical services.

Our total revenue decreased by $1,892,863, or 56.26%, to $1,471,643 for the three months ended June 30, 2024 from

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

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

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

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

period in the prior year.

Additionally, we underwent efforts to accelerate cash settlements of our accounts receivable throughout 2024

in order to generate cash flow for operating purposes.

We did this by shortening our settlement negotiations with insurance companies

and accepting lower settlement realization rates.

As a result of these efforts, we experienced lower than normal settlements of our accounts

During the three months ended June 30, 2024, we realized a 41.8% average settlement realization rate on gross billed charges

settled during this time frame.

As a result of this reduced settlement realization rate, we recorded a cumulative catch up reduction to

net revenue of $859,321 for the three months ended June 30, 2024.

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

June 30, 2023.

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

Gross profit .

As a result of the

foregoing, our total gross profit 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.

foregoing, our total gross profit decreased by $1,604,184, or 70.27%, to $678,633 for the three months ended June 30, 2024 from $2,282,817

for the three months ended June 30, 2023.

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

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

ended June 30, 2023 to 46.11% for the three months ended June 30, 2024.

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 $3,366, or 0.24% of revenue, for the three months ended June 30, 2024, as compared to $3,365, or 0.10% of revenue, for the

three months ended June 30, 2023.

Selling, general and administrative expenses .

1 unchanged sentence

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

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

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.

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

Our selling, general

and administrative expenses increased by $304,737, or 57.50%, to $834,750 for the three months ended June 30, 2024 from $530,013 for the

three months ended June 30, 2023.

As a percentage of revenue, our selling, general and administrative expenses were 56.72% and 15.75%

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

Increases were primarily attributable to increases in salaries and wages

expense of $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.

expense of $311,215, rent expense of $44,363, board fee expense of $30,919, general and administrative expenses of $19,646 and professional

fees of $28,605 offset by a decrease in management fees of $150,000.

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

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

for the three months ended June 30, 2023.

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

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

and penalties and fees of $330.

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

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

The interest income for the three months ended

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

Discontinued operations .

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

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

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss was $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

of the cumulative effect of the factors described above, our net loss was $131,585 for the three months ended June 30, 2024, as compared

to net income of $816,078 for the three months ended June 30, 2023, a decrease of $947,663.

Comparison of Six Months Ended June 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)

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

Six Months Ended June 30,

Total revenue

5 unchanged sentences

Total operating expenses

(Loss) income from continuing operations

Income from continuing operations

Other income (expense)

Other (expense) income

Gain on debt refinance and forgiveness

6 unchanged sentences

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.

by $2,277,130, or 37.51%, to $3,793,775 for the six months ended June 30, 2024 from $6,070,905 for the six months ended June 30, 2023.

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

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

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

Additionally, we

underwent efforts to accelerate cash settlements of our accounts receivable throughout 2024 to generate cash for operating purposes.

did this by shortening our settlement negotiations with insurance companies and accepting lower settlement realization rates.

of these efforts, we experienced lower than normal settlements of our accounts receivable.

During the six months ended June 30, 2024,

we realized a 42.3% average settlement rate on gross billed charges settled during this time frame.

As a result of this reduced settlement

realization rate, we recorded a reduction to net revenue of $1,199,155 for the six months ended June 30, 2024.

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.

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

June 30, 2023.

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

Gross profit .

As a result of the

foregoing, our total gross profit decreased by $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.

foregoing, our total gross profit decreased by $1,980,310, or 49.10%, to $2,052,611 for the six months ended June 30, 2024 from $4,032,921

for the six months ended June 30, 2023.

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

June 30, 2023 to 54.10% for the six months ended June 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.

expense was $6,731, or 0.18% of revenue, for the six months ended June 30, 2024, as compared to $8,000, or 0.13% of revenue, for the six

months ended June 30, 2023.

Share based compensation expense .

Our share-based compensation expense $300,225, or 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.

Our share-based compensation expense $300,225, or 7.91% of revenue, for the six months ended June 30, 2024, as compared to $0 for the

six months ended June 30, 2023.

The increase is due to stock issuances for investor relation services, stock issued to board members and

stock issued as compensation for new employment bonuses to management.

Selling, general and administrative expenses .

Our selling, general and administrative expenses increased by $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.

Our selling, general and administrative expenses increased by $168,213, or 11.08%, to $1,686,146 for the six months ended June 30, 2024

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

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

44.45% and 25.00% for the six months ended June 30, 2024 and 2023, respectively.

Increases were primarily attributable to increases in

salaries and wages expense of $504,350 and stock compensation expense of $93,600, offset by decreases in professional fees of $21,826

and management fees of $45,000.

Total other expense .

We had $362,886

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.

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

months ended June 30, 2023.

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

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

and other income of $2,047.

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

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

other income of $204.

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

Discontinued operations .

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

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

Net income (loss) .

As a result of

the cumulative effect of the factors described above, our net loss for the 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.

the cumulative effect of the factors described above, our net loss for the six months ended June 30, 2024 was $414,689, as compared to

net income of $800,087 for the six months ended June 30, 2023, a decrease of $1,214,776.

Liquidity and Capital Resources

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

of June 30, 2024, we had $3,196,795 in cash.

This Quarterly Report on Form 10- Q /A

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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 six months ended June 30, 2024 and 2023.

Six Months Ended June 30,

Net cash used in operating activities from continuing operations

5 unchanged sentences

Our net cash used in operating activities from

continuing operations was $2,043,238 for the nine months ended September 30, 2024, as compared to $557,542 for the nine months ended

September 30, 2023.

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 and $691,072 in accounts payable, offset by increases of $1,953,667

of interest included in the line of credit and $300,225 of share based compensation.

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.

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 $1,135,300 for the six months ended June 30, 2024, as compared to $260,466 for the six months ended June 30,

The primary drivers of our net cash used in operating activities for the six months ended June 30, 2024 are our net loss of $414,689,

decreases of $1,555,885 in accounts receivable, $367,400 in accounts payable and other accrued expenses and $380,001 in accrued officer’s

compensation, offset by increases in interest expense in the line of credit of $845,427 and share based compensation of $300,225.

the six months ended June 30, 2023, our net income of $800,087, an increase in accounts payable and accrued expenses of $738,353, an

increase in accrued officer’s compensation of $334,000, bad debt expense of $270,000 and an increase in accrued interest of $248,137,

offset by a decrease in accounts receivable of $2,859,607, were the primary drivers for the cash used in operations.

We monitor outstanding cases as they develop through

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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.

the six months ended June 30, 2023, we factored a total of $544,196 of our accounts receivable in exchange for cash of $253,750.

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.

Prior to fiscal year 2024, we historically realized

2 unchanged sentences

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.

net cash provided by financing activities was $3,014,583 for the nine months ended September

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

provided by financing activities for the nine months ended September 30, 2024 consisted of

the proceeds of $3,395,204 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.

However, during the six months ended June 30, 2024, we underwent efforts to accelerate cash settlement of our

accounts receivable throughout 2024 in order to generate cash flow for operations.

We did this by shortening our settlement negotiations

with insurance companies and accepting lower settlement amounts.

As a result of the new effort, during the six months ended June 30, 2024

we realized a 42.3% 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.

As a result of this reduced settlement realization rate, we recorded a reduction to net

revenue of $1,199,155 for the six months ended June 30, 2024.

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.

We had no investing activities for the six months

ended June 30, 2024 and 2023.

net cash provided by financing activities was $3,353,840 for the six months ended June 30,

2024, as compared to $360,470 for the six months ended June 30, 2023.

Net cash provided by

financing activities for the six months ended June 30, 2024 consisted of the proceeds of

$3,677,268 from line of credit, offset by the payment of $120,997 to a director, $100,079

paid on convertible notes payable, $100,000 in dividend payments and $2,352 in payments on

the SBA loan described below.

Net cash provided by financing activities for the six months

ended June 30, 2023 consisted of proceeds from convertible notes payable of $355,500 and

proceeds from line of credit of $35,131, offset by repayments of line of credit of $30,161.

Convertible Notes

As of September 30, 2024, 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.

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

net of amortized debt discount of $110,000.

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

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

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

On June 11, 2024, we entered into a settlement

2 unchanged sentences

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.

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

Y senior convertible preferred stock to the noteholder.

On January 24, 2017, we issued a convertible

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at a rate of 15% per annum.

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

promissory note in the principal amount of $5,000 to our chief executive officer for our operating expenses.

The rate of interest is 10%

Promissory Note – Settlement Agreement

4 unchanged sentences

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

Modifications.

The note does not bear interest and requires fixed

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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.

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

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

the entire principal amount is repaid in full.

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

as described in the schedule above.

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

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

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

is repaid in full.

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

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

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

The note is unsecured and contains

customary events of default for a loan of this type.

Upon an event of default, interest would automatically begin to accrue at a simple

interest rate of ten percent per annum.

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

the outstanding principal due.

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

Upon an event of default, interest would automatically

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

Small Business Administration Loans

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The principal balance and accrued

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

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

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

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

We assigned all of our receivables from consumer activations of the

rewards program as collateral on this debenture.

Line of Credit

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

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

of $7,468,971 against the revolving receivable line of credit and accrued interest of $252,628.

The revolving purchase and security agreement

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

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

$6,675,746 against the revolving receivable line of credit.

The revolving purchase and security agreement includes discounts recorded

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

Related Party Loans

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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 June 30, 2024.

Contractual Obligations

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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-Q/A

Item 2. Management’s Discussion and Analysis