What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-19 compared with 2024-10-17 · 214 added, 243 removed, 194 unchanged (70% of the section changed)

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are not limited to, statements about:

· our ability to successfully identify and acquire

additional businesses;

· our ability to effectively integrate and operate

the businesses that we acquire;

· our expectations around the performance of our

current businesses;

· our ability to maintain our business model and

improve our capital efficiency;

· our ability to effectively manage the growth

of our business;

our ability to successfully identify and acquire additional businesses;

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

our expectations around the performance of our current businesses;

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

our ability to effectively manage the growth of our business;

our ability to maintain profitability;

· the competitive environment in which our businesses

· trends in the industries in which our businesses

· the regulatory environment in which our businesses

operate under;

· changes in general economic or business conditions

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

· our ability to service and comply with the terms

of indebtedness;

· our ability to retain or replace qualified employees

of our businesses;

· labor disputes, strikes or other employee disputes

or grievances;

· casualties, condemnation or catastrophic failures

with respect to any of our business’ facilities;

· costs and effects of legal and administrative

proceedings, settlements, investigations and claims;

· extraordinary or force majeure events affecting

the business or operations of our businesses.

the competitive environment in which our businesses operate;

trends in the industries in which our businesses operate;

the regulatory environment in which our businesses operate under;

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

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

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

labor disputes, strikes or other employee disputes or grievances;

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

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

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

In some cases, you can identify forward-looking

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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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for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2)

Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans

to enter into a joint venture agreement with a developer for this planned concept development.

Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans to

enter into a joint venture agreement with a developer for this planned concept development.

All of our operations are conducted through, and

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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

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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.

March 31, 2024

March 31, 2023

Three Months Ended March 31,

2024 (Restated)

Total revenue

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Depreciation expense

Share based compensations

Loss on disposal of fixed assets

Share based compensation

Selling, general and administrative

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Income from continuing operations

Other income (expense)

Gain on debt refinance and forgiveness

Other expense

Penalties and fees

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Total other expense

Net income (loss) before discontinued operations

Net loss before discontinued operations

Loss from discontinued operations

For the three months ended

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

and surgical services.

Our total revenue decreased by $384,267, or 14.20%, to $2,322,132 for the three months ended March 31, 2024 from

$2,706,399 for the three months ended March 31, 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 the new effort, during the three months ended March 31, 2024 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.

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

of $339,834 for the three months ended March 31, 2024.

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 .

Consists of surgical

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

Our total cost of sales decreased

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

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

Our cost of sales

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

Our total cost

of sales 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 $376,126, or 21.49%, to $1,373,978 for the three months ended March 31, 2024 from $1,750,104

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 (percent of revenue) decreased from 64.67% for the three months ended

March 31, 2023 to 59.17% 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 .

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three months ended March 31, 2024.

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

Share based compensation expense .

Our share-based compensation expense was $300,225, or 12.93% of revenue, for the three months ended March 31, 2024, as compared to $0

for the three months ended March 31, 2023.

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

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

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 decreased by $136,525, or 13.82%, to $851,396 for the three months ended March 31, 2024 from $987,921 for the three months ended

March 31, 2023.

As a percentage of revenue, our selling, general and administrative expenses were 36.66% and 36.50% for the three months

ended March 31, 2024 and 2023, respectively.

Decreases were primarily attributable to decreased professional fees.

Total other expense .

We had $390,784

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

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.

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

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

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

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

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

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 $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 .

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

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

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, 2023, an increase of $267,113.

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

Liquidity and Capital Resources

As of March 31, 2024, we

had $1,253,552 in cash .

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

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

of March 31, 2025, we had $996,758 in cash.

This Quarterly Report on Form 10-Q/A reflects

a restatement limited to reclassifying noncash interest expense in the consolidated statements

of cash flows from financing to operating activities.

This change in presentation did not

affect our cash balance for any period presented.

To date, we have financed our operations

primarily through revenue generated from operations, sales of securities, advances from stockholders

and third-party and related party debt.

We believe, based on our operating plan, that

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

However, additional

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

of acquiring additional businesses.

The funds required to sustain operations ranges between

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

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

The amount of funds needed to execute our business plan

also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of

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

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

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

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

to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash

required to execute our business plan could be as much as $10 million.

However, additional funds from new financing and/or

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

The funds required to sustain operations 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.

The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller

of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries.

Given these factors,

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

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

ranges between $5 million to $10 million.

If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase

price in seller notes and equity, then the cash required to execute our business plan could be as much as $10 million.

We intend to raise capital for additional acquisitions

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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

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$ (1,035,021 )

Net cash provided by financing activities

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 $491,420 for the three months ended March 31, 2025, as compared to $1,035,021 for the three months ended March

For the three months ended March 31, 2024, our net loss of $283,104, an decrease in accounts receivable of $1,344,676 and an

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

drivers of our net cash used in operating activities.

For the three months ended March 31, 2023, our net loss of $15,991 and an increase

in accounts receivable of $1,111,317, offset by an increase in accounts payable and accrued expenses of $270,710, bad debt of $270,000,

an increase in accrued officer’s compensation of $154,000, and an increase in accrued interest of $122,508, were the primary drivers

for the cash used in operations.

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 $1,137,308 in interest included in the line

of credit, $230,608 in accounts payable and other accrued expenses and $101,773 in accrued interest.

For the three months ended March

31, 2024, the primary drivers of our net cash used in operating activities were our net loss of $283,104 and an increase in accounts

receivable of $1,344,676, offset by increases of $300,225 forshare based compensation and $152,195 in interest included in the line of

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 three months ended March 31, 2023, we factored a total of $544,196 of our accounts receivable in exchange for cash of $253,750.

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.

However, during the three months ended March 31, 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 three months ended March 31,

2024, 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 billed charges.

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

a reduction to net revenue of $339,834 million for the three months ended March 31, 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.

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

net cash provided by financing activities was $299,993 for the three months ended March 31,

2025, as compared to $1,310,318 for the three months ended March 31, 2024.

Net cash provided

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

by the repayment of a loan of $160.

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

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

by financing activities for the three months ended March 31, 2025 consisted of proceeds from

line of credit of $427,186, 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 $1,310,478, offset by repayments

of the Small Business Administration loan described below of $160.

Convertible Notes

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

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

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

The following is a schedule of convertible notes

payable outstanding as of March 31, 2024:

Unamortized Debt

On September 12, 2016, we issued

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

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

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

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

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

On February 10, 2023, we executed

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

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

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

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

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

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

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

On May 10, 2019, we issued a

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

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

to an unrelated party.

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

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

Note 29-2 is currently

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

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

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

be drawn in several tranches.

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

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

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

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

On December 29, 2020, we executed

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

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

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

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

On September 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000 in exchange

for total of $4,791,099 of defaulted promissory notes balances (Note 40-1).

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

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

On November 28, 2022, we executed

the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3).

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

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

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

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

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

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

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

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

On June 13, 2023, we executed

an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8).

19, 2023, we executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875

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

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

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

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

All of the Note 40 tranches mature

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

On August 25, 2023, we issued

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

The rate of interest is 10% per annum.

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

On June 11, 2024, we entered into a settlement

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

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

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

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

statement of operations for the 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

payments as follows:

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

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

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

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

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

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

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

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.

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

principal due.

Small Business Administration Loans

12 unchanged sentences

On September 29, 2023, our company and Nova entered

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

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

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

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 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.

The revolving purchase and security agreement

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

Related Party Loans

3 unchanged sentences

do not bear interest.

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

We have obtained short-term advances from the

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

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

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

Contractual Obligations

9 unchanged sentences

Actual results may differ from these estimates.

For a description of the accounting policies that,

in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if

different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies”

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

SEC, on March 27, 2024.

For a description of the accounting policies

that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could,

if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows,

see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies”

in our amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission,

or the SEC, on August 19, 2025.

Off Balance Sheet Arrangements

5 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/A

Item 2. Management’s Discussion and Analysis