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Item 1. Financial Statements

2025-11-12 compared with 2025-08-19 · 1138 added, 1080 removed, 1051 unchanged (68% of the section changed)

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UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)

Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited)

Condensed Consolidated Statements of Stockholders’ (Deficit)/Equity for the Three and Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)

Notes to Condensed Consolidated Financial Statements (Unaudited and Restated)

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CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31,

June 30, 2025

AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND DECEMBER

September 30, 2025

December 31, 2024

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Due from related party

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' (DEFICIT)/EQUITY

Current liabilities

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Mezzanine equity

Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 977,297 and 921,636 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 1,006,857 and 921,636 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $ 4.00 par value;

417,255 and 397,464 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

427,690 and 397,464 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Total Mezzanine Equity

Stockholders' equity

Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $ 4.00 , 0 and 1,279,867 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $ 4.00 , 0 and 74 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 0 and 175,375 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $ 4.00 , 3,875 shares issued and outstanding at June 30, 2025 and December 31, 2024

Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 10,075,092 and 10,469,092 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $ 4.00 , 319,493 shares issued and outstanding at June 30, 2025 and December 31, 2024

Series Y Senior Convertible Preferred Stock - 1,250,000 shares authorized, $0.001 par value, stated value of $ 4.00 , 1,016,015 and 979,125 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Stockholders' (deficit)/equity

Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $ 4.00 , 0 and 1,279,867 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $ 4.00 , 0 and 74 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 0 and 175,375 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $ 4.00 , 3,875 shares issued and outstanding at September 30, 2025 and December 31, 2024

Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $ 4.00 , 10,075,092 and 10,469,092 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $ 4.00 , 319,493 shares issued and outstanding at September 30, 2025 and December 31, 2024

Series Y Senior Convertible Preferred Stock - 1,500,000 shares authorized, $0.001 par value, stated value of $ 4.00 , 1,041,764 and 979,125 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common Stock:

300,000,000 shares authorized, $ 0.001 par value;

19,679,713 and 15,300,475 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

19,904,708 and 15,300,475 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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( 72,949,085 )

Total stockholders’ equity

Total liabilities, mezzanine equity and stockholders’ equity

The accompanying notes are an integral part of these

condensed consolidated financial statements

Total stockholders’ (deficit)/equity

Total liabilities, mezzanine equity and stockholders’ (deficit)/equity

The accompanying notes are an integral part of

these condensed consolidated financial statements

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ended June 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 AND 2024

Three Months Ended September 30,

Nine Months Ended September 30,

COST OF SALES

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INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE)

Other income (expense)

OTHER (EXPENSE) INCOME

Other expense

Gain on debt refinance and forgiveness

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Interest expense

( 1,836,072 )

( 2,829,186 )

Amortization of debt discounts

Total other (expense) income

( 1,836,072 )

( 2,830,783 )

Total other expense

LOSS FROM CONTINUING OPERATIONS

( 1,226,395 )

( 1,677,172 )

LOSS FROM DISCONTINUED OPERATIONS

NET LOSS FOR THE PERIOD

$ ( 1,226,395 )

$ ( 131,585 )

$ ( 1,677,172 )

$ ( 414,689 )

PREFERRED STOCK DIVIDENDS

$ ( 254,008 )

$ ( 326,174 )

$ ( 499,453 )

$ ( 477,808 )

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

$ ( 1,480,403 )

$ ( 457,759 )

$ ( 2,176,625 )

$ ( 892,497 )

BASIC AND DILUTED LOSS PER SHARE

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WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED

The accompanying notes are an integral part of these

condensed consolidated financial statements

The accompanying notes are an integral part of

these condensed consolidated financial statements

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Three and Six Months Ended June 30, 2025:

(DEFICIT)/EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Three and Nine Months Ended September 30, 2025:

Preferred Stock Series

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Additional Paid-In

Stockholders’

Stockholders’ (Deficit)

Balance, December 31, 2024

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$ ( 75,125,710 )

Three and Six Months Ended June 30, 2024:

Conversion of convertible notes payable

Issuance of series Y preferred stock

Common stock issued for services

Preferred stock dividends

( 1,144,299 )

Balance, September 30, 2025

$ ( 76,533,799 )

$ ( 364,430 )

Three and Nine Months Ended September 30, 2024:

Preferred Stock Series

B, E, F-1, J and L

Preferred Stock

Additional Paid-In

Stockholders’

December 31, 2023 (Restated)

Stockholders’ (Deficit)

Balance, December 31, 2023 (Restated)

$ ( 7,581,212 )

$ ( 68,684,115 )

of convertible notes payable

of series B preferred stock

Conversion of convertible notes payable

Conversion of series B preferred stock

( 3,115,196 )

of series C preferred stock

of series I preferred stock

Conversion of series C preferred stock

Conversion of series I preferred stock

( 2,928,500 )

( 11,714,000 )

of series J preferred stock

Conversion of series J preferred stock

( 1,542,225 )

( 6,168,900 )

series I preferred stock to officers

of series C preferred stock

issued for services

issued to board members

issued in Red Rock settlement

stock dividends

March 31, 2024 (Restated)

Issuance of series I preferred stock to officers

Cancellation of series C preferred stock

Common stock issued for services

Common stock issued to board members

Common stock issued in Red Rock settlement

Preferred stock dividends

Balance, March 31, 2024 (Restated)

$ ( 69,118,853 )

of series B preferred stock

Conversion of series B preferred stock

( 1,522,000 )

of series C preferred stock

of series E preferred stock

of series F-1 preferred stock

of series I preferred stock

Conversion of series C preferred stock

Conversion of series E preferred stock

Conversion of series F-1 preferred stock

Conversion of series I preferred stock

( 1,794,000 )

of series J preferred stock

series Y preferred stock

stock dividends

June 30, 2024 (Restated)

Conversion of series J preferred stock

Issuance of series Y preferred stock

Preferred stock dividends

Balance, June 30, 2024 (Restated)

$ ( 69,576,612 )

The accompanying notes are an integral part of these

condensed consolidated financial statements

Conversion of series B preferred stock

Conversion of series C preferred stock

Conversion of series F-1 preferred stock

Conversion of series I preferred stock

Issuance of series Y preferred stock

Common stock issued in legal settlement

Preferred stock dividends

( 1,977,968 )

Balance, September 30, 2024

$ ( 71,792,589 )

The accompanying notes are an integral part of

these condensed consolidated financial statements

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Six Months Ended June 30,

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 1,677,172 )

$ ( 414,689 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Provision for credit losses

Change in estimate for settlement realization rate

Conversion and note issuance cost

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Interest included in line of credit

Gain on settlement or forgiveness of debt

Gain on settlement of forgiveness of debt

Share issuance for compensation to directors and officers

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Accounts receivable

( 3,371,656 )

( 1,555,885 )

Right of use – assets

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Net cash used in operating activities

( 1,889,003 )

( 1,135,300 )

Net cash provided by discontinued operations – operating

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Dividends on preferred stock, including accrued dividends on preferred stock

*For the six months ended June 30, 2025, a lease modification recorded

during the first quarter of 2025 increased right of use assets and right of use liabilities by $83,669.

For the six months ended

June 30, 2024, a lease modification recorded during the first quarter of 2024 increased right of use assets and right of use liabilities

by $139,232 and a new lease recorded during the second quarter of 2024 increased right of use assets and right of use liabilities by $47,406.

The accompanying notes are an integral part of these

condensed consolidated financial statements

*For the nine months ended September 30, 2025 and 2024, lease modifications

recorded increased right of use assets and right of use liabilities by $83,669 and $139,232, respectively.

For the nine months ended September

30, 2024, two new leases recorded during the period increased right of use assets and right of use liabilities by a total of $224,179.

The accompanying notes are an integral part of

these condensed consolidated financial statements

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2025 AND 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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(“Edge View”), which was acquired on July 16, 2014.

Basis of Presentation

The accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete annual financial statements.

These interim financial statements should be read in conjunction with the Company’s

audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2024.

opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.

Principles of Consolidation

The consolidated financial statements include the

accounts of Cardiff and its wholly owned subsidiaries, Nova and Edge View (collectively, the “Company”).

All significant intercompany

accounts and transactions are eliminated in consolidation.

The loss from discontinued operations presented in the condensed consolidated

statement of operations for the six months ended June 30, 2024 is a part of the execution of a settlement that was previously reached

in July 2022 with six previous owners of Red Rock Travel Group, LLC (“Red Rock”), an entity that was discontinued by the Company

Net liabilities from discontinued operations on the condensed consolidated balance sheets as of June 30, 2025 and December

31, 2024 include the residual liabilities related to the sale of Platinum Tax Defenders (“Platinum Tax”), a business previously

owned by the Company, which was sold in November 2023.

The consolidated financial statements include

the accounts of Cardiff and its wholly owned subsidiaries, Nova and Edge View (collectively, the “Company”).

All significant

intercompany accounts and transactions are eliminated in consolidation.

The loss from discontinued operations presented in the condensed

consolidated statement of operations for the nine months ended September 30, 2024 is a part of the execution of a settlement that was

previously reached in July 2022 with six previous owners of Red Rock Travel Group, LLC (“Red Rock”), an entity that was discontinued

by the Company in May 2019.

Net liabilities from discontinued operations on the condensed consolidated balance sheets as of September

30, 2025 and December 31, 2024 include the residual liabilities related to the sale of Platinum Tax Defenders (“Platinum Tax”),

a business previously owned by the Company, which was sold in November 2023.

Please refer to Note 11.

Discontinued Operations for further detail.

Reclassifications

Certain amounts and items have been reclassified

in the prior year presentation in the consolidated financial statements to conform to the current presentation in these financial statements.

Discontinued Operations for

further detail.

Reverse Stock Split

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of shares of common stock to be issued upon conversion.

All share and per share data throughout these consolidated

financial statements have been retroactively adjusted to reflect the reverse stock split.

The total number of authorized shares of common

stock did not change.

As a result of the reverse stock split, an amount equal to the decreased value of the common stock was reclassified

from “common stock” to “additional paid-in capital.”

All share and per share data throughout these

consolidated financial statements have been retroactively adjusted to reflect the reverse stock split.

The total number of authorized

shares of common stock did not change.

As a result of the reverse stock split, an amount equal to the decreased value of the common stock

was reclassified from “common stock” to “additional paid-in capital.”

Use of Estimates

The preparation of financial statements in conformity

with United States generally accepted accounting principles (“U.S.

GAAP”) requires management to make estimates and assumptions

that affect certain reported amounts and disclosures.

Management uses its historical records and knowledge of its business in making estimates.

GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.

uses its historical records and knowledge of its business in making estimates.

Accordingly, actual results could differ from those estimates.

Accounts Receivable

In the normal course of business, the Company is in

the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated by a letter of protection which

insulates the Company and insures payment in full from insurance settlements.

In the normal course of business, the Company

is in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated by a letter of protection

which insulates the Company and insures payment in full from insurance settlements.

Accounts receivable consists of amounts due from attorneys

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with the Company’s credit loss accounting under ASC 326.

The Company does not have a significant exposure to

credit losses as it has historically had a less than 1.0% loss rate where the Company received no settlement amount for its outstanding

The Company does not have a significant exposure

to credit losses as it has historically had a less than 1.0% loss rate where the Company received no settlement amount for its outstanding

accounts receivable.

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which is outside of the Company’s control.

As of June 30, 2025 and December 31, 2024, the Company’s allowance for credit losses

was $ 249,799 and $ 255,215 , respectively.

As of June 30, 2024 and December 31, 2023, the Company’s allowance for credit losses was

$ 122,190 for each period, respectively.

The Company recognized $ 0 and $ 112,727 of credit loss expense during the three and six months

ended June 30, 2025, respectively, and $ 0 during the three and six months ended June 30, 2024, which is included in selling, general and

administrative expenses in the condensed consolidated statement of operations.

The balance of accounts receivable, net as of January 1,

2024 was $ 13,305,254 .

The following table shows the allowance for

credit losses activity:

As of September 30, 2025 and December 31, 2024, the Company’s allowance for credit

losses was $ 249,799 and $ 255,215 , respectively.

As of September 30, 2024 and December 31, 2023, the Company’s allowance for credit

losses was $ 122,190 for each period, respectively.

The Company recognized $ 0 and $ 112,727 of credit loss expense during the three and

nine months ended September 30, 2025, respectively, and $ 0 during the three and nine months ended September 30, 2024, which is included

in selling, general and administrative expenses in the condensed consolidated statement of operations.

The balance of accounts receivable,

net as of January 1, 2024 was $ 13,305,254 .

The following table shows the allowance for credit

losses activity:

Schedule of allowance for credit

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Write off charged against the allowance

Balance at June 30

Balance at September 30

$ ( 249,799 )

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10 years or lease term, if shorter

Goodwill is not amortized but is evaluated for impairment

annually or when indicators of a potential impairment are present.

The Company reviews goodwill for impairment on a reporting unit basis

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

Goodwill is tested

first for impairment based on qualitative factors on an annual basis or in between if an event occurs or circumstances change that indicate

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

An assessment is made of these qualitative

factors as such to determine whether it is more likely than not the fair value is less than the carry amount, including goodwill.

annual evaluation is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and

operating plans.

The Company believes such assumptions are also comparable to those that would be used by other marketplace participants.

During the six months ended June 30, 2025 and 2024, the Company did no t recognize any goodwill impairment and noted there were no such

triggering events.

Goodwill is not amortized but is evaluated for

impairment annually or when indicators of a potential impairment are present.

The Company reviews goodwill for impairment on a reporting

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

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

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

An assessment is made

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

The annual evaluation is based on valuation models that incorporate assumptions and internal projections of expected future

cash flows and operating plans.

The Company believes such assumptions are also comparable to those that would be used by other marketplace

participants.

During the nine months ended September 30, 2025 and 2024, the Company did no t recognize any goodwill impairment and noted

there were no such triggering events.

Valuation of Long-lived Assets

In accordance with the provisions of Accounting Standards

Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such

as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes

In accordance with the provisions of Accounting

Standards Codification (“ASC”) Topic 360-10-5, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets

such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

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Revenue Recognition

The Company’s primary source of revenue is its

healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures.

Revenue is recognized at

a point in time in accordance with ASC 606 and at an estimated net settlement realization rate based on gross billed charges.

The Company’s primary source of revenue

is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures.

Revenue is recognized

at a point in time in accordance with ASC 606 and at an estimated net settlement realization rate based on gross billed charges.

The Company’s

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obligation and assesses whether each promised service is distinct.

The Company’s contracts contain a single performance

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

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

Accordingly, the Company recognizes net revenue when

the patient receives orthopedic care services.

The Company’s patient service contracts generally have performance obligations which

are satisfied at a point in time.

The Company’s contracts contain a single

performance obligation (providing orthopedic services), as the promise to transfer the individual services is not separately identifiable

from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single

performance obligation.

Accordingly, the Company recognizes net revenue

when the patient receives orthopedic care services.

The Company’s patient service contracts generally have performance obligations

which are satisfied at a point in time.

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

Patient service contracts are generally

fixed-price, and the transaction price is in the contract.

Patient service contracts

are generally fixed-price, and the transaction price is in the contract.

In determining net revenue to record under ASC

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Where appropriate, the Company utilizes the expected

value method to determine the appropriate amount for estimates of variable consideration, which has been based on a historical 24-month

lookback of its actual settlement realization rates.

The estimates of reserves established for variable consideration reflect current

contractual requirements, the Company’s historical experience, specific known market events and trends, industry data and forecasted

patient data and settlement patterns.

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

of its actual settlement realization rates.

The estimates of reserves established for variable consideration reflect current contractual

requirements, the Company’s historical experience, specific known market events and trends, industry data and forecasted patient

data and settlement patterns.

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

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amounts are presented to the Company’s third-party medical billing company vendor.

Settlement rates of 49% or higher based on gross billed

amounts are typically accepted without further negotiation.

Proposed settlement rates below 49% are negotiated when possible and longer

negotiations typically result in higher settlement rates.

If the Company accepts a lower settlement realization rate in order to receive

payments more quickly, the Company considers that a price concession and estimates these concessions at contract inception.

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

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

Settlement rates of 49% or higher based on gross

billed amounts are typically accepted without further negotiation.

Proposed settlement rates below 49% are negotiated when possible and

longer negotiations typically result in higher settlement rates.

If the Company accepts a lower settlement realization rate in order to

receive payments more quickly, the Company considers that a price concession and estimates these concessions at contract inception.

various forms of variable consideration described above included in the transaction price may be constrained and are included in net revenue

only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in

a future period.

The Company has not constrained any of its estimates of variable consideration for any of the periods presented.

Fees – Net (PIP)

Service Fees – Net (PIP)

The Company generates services fees from performing

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

The Company satisfies performance obligations as

services are performed and then billed to the patient.

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

patients which are due upon final settlement of patients’ claims.

During the claims process, legal counsel warranties such

claim through the letter of protection, which is sent to the Company, as a medical provider, on behalf of the client patient.

letter states that the attorney is responsible for paying the client’s medical bills when the case is fully developed and

The medical professional agrees to provide treatment to the injured person and refrain from attempting to collect payment

as it is developing and until the case is resolved.

Once the personal injury case is finalized with the insurance company, the

attorney pays the outstanding medical bills from the settlement.

The Company satisfies performance obligations

as services are performed and then billed to the patient.

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

which are due upon final settlement of patients’ claims.

During the claims process, legal counsel warranties such claim through

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

This letter states that

the attorney is responsible for paying the client’s medical bills when the case is fully developed and settles.

The medical professional

agrees to provide treatment to the injured person and refrain from attempting to collect payment as it is developing and until the case

Once the personal injury case is finalized with the insurance company, the attorney pays the outstanding medical bills from

the settlement.

Settlement Rates

Prior to fiscal year 2024, the Company historically

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revenue as 49% of gross billed amounts.

During the six months ended June 30, 2024, the Company underwent efforts to accelerate cash settlement

of its accounts receivable to generate cash flow for operations.

The Company did this by shortening its settlement negotiations with insurance

companies and accepting lower settlement amounts.

Additionally, during 2024, the Company completed a thorough review of its third-party

billing data, including reviewing historical reports and new reporting methods as a part of its updated analysis.

Based upon this review,

it was determined that a 24-month lookback period should be used in the analysis of the Company’s historical settlement realization

As a result of the new efforts to accelerate cash settlement during the six months ended June 30, 2024, the Company realized a

42.3% average settlement rate of its gross billed charges during this time frame, which were historically recorded in accounts receivable

and revenue at 49% of gross billings.

Accordingly, the Company recorded reductions to net revenue of $ 859,321 and $ 1,199,155 for the three

and six months ended June 30, 2024.

The Company will continue to evaluate its estimate of its settlement realization rates in the future,

which will include a monthly review of the Company’s trailing 24-month historical settlement realization rate, along with estimates

of current and pending settlements through ongoing discussions with attorneys, doctors and the Company’s third-party medical billing

company in order to determine its variable consideration under ASC 606 and the net transaction price.

The Company will update its settlement

realization rate estimate used in determining its accounts receivable and revenue each quarter based on this review.

As of June 30, 2025,

the settlement realization rate at which the Company’s accounts receivable and revenue is recorded is 43.18%.

Fees (Non-PIP)

The Company has contract fees for amounts earned from

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

Prior to April 2023, these cases were

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

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

an approximate 54% reduction from the accounts receivables amounts.

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

by the Company were remitted to the factor.

The Company evaluated the factored adjustments considering the actual factored amounts per

patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded in finance charges as other

expenses on the consolidated statement of operations.

As a result of the Company’s eighteen to twenty-four month settlement realization

time frame, the Company has an accrued liability resulting from the settlement of receivables sold to the third-party factors which fluctuates

as settlements are made and remitted to those third-party factors.

These accounts receivables sold to these third-party factors are not

included in the Company’s financial statements accounts receivable balance once sold and therefore are not part of the assessment

of the net realizable value of accounts receivable.

The Company ceased factoring of accounts receivable in the first quarter of 2023.

During the nine months ended September 30, 2024, the Company underwent efforts to accelerate cash

settlement of its accounts receivable to generate cash flow for operations.

The Company did this by shortening its settlement negotiations

with insurance companies and accepting lower settlement amounts.

Additionally, during 2024, the Company completed a thorough review of

its third-party billing data, including reviewing historical reports and new reporting methods as a part of its updated analysis.

upon this review, it was determined that a 24-month lookback period should be used in the analysis of the Company’s historical settlement

realization rates.

As a result of the efforts to accelerate cash settlement during the nine months ended September 30, 2024, the Company

realized a 44% average settlement rate of its gross billed charges during this time frame, which were historically recorded in accounts

receivable and revenue at 49% of gross billings.

This resulted in a $ 1,650,474 million reduction in its accounts receivable and revenue

during the third quarter of 2024 related to the change in estimate.

Additionally, as a result of this reduced settlement realization experience,

the Company recorded reductions to net revenue of $ 0 and $ 1,199,155 for the three and nine months ended September 30, 2024, respectively.

The Company will continue to evaluate its estimate of its settlement realization rates in the future, which will include a monthly review

of the Company’s historical settlement realization rates, along with estimates of current and pending settlements through ongoing

discussions with attorneys, doctors and the Company’s third-party medical billing company in order to determine its variable consideration

under ASC 606 and the net transaction price.

The Company will update its settlement realization rate estimate used in determining its

accounts receivable and revenue each quarter based on this review.

As of September 30, 2025, the settlement realization rate at which

the Company’s accounts receivable and revenue is recorded is 42%.

Contract Fees (Non-PIP)

The Company has contract fees for amounts earned

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

Prior to April 2023, these cases

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

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

in an approximate 54% reduction from the accounts receivables amounts.

After selling patient cases to the factor, any additional funds

settled by the Company were remitted to the factor.

The Company evaluated the factored adjustments considering the actual factored amounts

per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded in finance charges as

other expenses on the consolidated statement of operations.

As a result of the Company’s eighteen to twenty-four month settlement

realization time frame, the Company has an accrued liability resulting from the settlement of receivables sold to the third-party factors

which fluctuates as settlements are made and remitted to those third-party factors.

These accounts receivables sold to these third-party

factors are not included in the Company’s financial statements accounts receivable balance once sold and therefore are not part

of the assessment of the net realizable value of accounts receivable.

The Company ceased factoring of accounts receivable in the first

quarter of 2023.

Advertising Costs

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costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders’ equity.

The Company recognized advertising and marketing expense of $ 113,169 and $ 96,899 for the three months ended June 30, 2025 and 2024, respectively.

The Company recognized advertising and marketing expense of $ 203,338 and $ 171,950 for the six months ended June 30, 2025 and 2024, respectively.

The Company recognized advertising and marketing expense of $ 104,663 and $ 84,914 for the three months ended September 30, 2025 and 2024,

respectively.

The Company recognized advertising and marketing expense of $ 308,001 and $ 263,864 for the nine months ended September 30,

2025 and 2024, respectively.

Fair Value Measurements

Fair value is defined as the price that would be received

to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated

with the inputs used to measure their fair value.

The fair value hierarchy distinguishes between (1) market participant assumptions developed

based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about market participant

assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists

of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Fair value is defined as the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment

associated with the inputs used to measure their fair value.

The fair value hierarchy distinguishes between (1) market participant assumptions

developed based on market data obtained from independent sources (observable inputs), and (2) an entity’s own assumptions about

market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy

are described below:

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

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consolidated balance sheet.

Stock-Based Compensation

Share-Based Compensation

The Company accounts for its stock-based compensation

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issued, whichever is more reliably measurable.

The measurement date used to determine the fair value

of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that

performance will occur.

Generally, all forms of share-based payments, including

stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’

grant date, based on estimated number of awards that are ultimately expected to vest.

The expense resulting from share-based payments is

recorded in general and administrative expense in the consolidated statements of operations.

Income taxes are determined in accordance with ASC

Topic 740, “Income Taxes”.

The measurement date used to determine the fair

value of the equity instrument issued is the earlier of the date on which the performance is complete, or the date on which it is probable

that performance will occur.

Generally, all forms of share-based payments,

including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the

awards’ grant date, based on estimated number of awards that are ultimately expected to vest.

The expense resulting from share-based payments

is recorded in general and administrative expense in the consolidated statements of operations.

Income taxes are determined in accordance with

ASC Topic 740, “Income Taxes”.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences

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in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies

should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on

a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the

position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as

the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority

assuming full knowledge of the position and relevant facts.

A deferred tax asset is recognized only if the underlying tax position meets

the ASC 740 recognition threshold and is therefore not an uncertain tax position.

Even if it meets the recognition threshold, a valuation

allowance may be necessary if the future benefits are not likely to materialize (e.g., insufficient future taxable income).

As of June 30, 2025 and 2024, the Company did no t

have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

The One Big Beautiful Bill Act (the “OBBBA”),

which was enacted on July 4, 2025, makes numerous tax changes.

The Company does not expect the tax provisions of the OBBBA will

have a material impact on the Company’s effective tax rate.

ASC 740 prescribes a comprehensive model for how

companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to

be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely

than not the position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be

measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the

tax authority assuming full knowledge of the position and relevant facts.

A deferred tax asset is recognized only if the underlying tax

position meets the ASC 740 recognition threshold and is therefore not an uncertain tax position.

Even if it meets the recognition threshold,

a valuation allowance may be necessary if the future benefits are not likely to materialize (e.g., insufficient future taxable income).

As of September 30, 2025 and 2024, the Company

did no t have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

Income (Loss) per Share

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less any preferred stock dividends.

Potentially dilutive securities include outstanding stock options, warrants, and debts convertible

into common stock.

The dilutive effect of stock options and warrants are reflected in diluted earnings per common share by application

of the treasury stock method.

Under the treasury stock method, an increase in the fair market value of the Company’s common stock

can result in a greater dilutive effect from potentially dilutive securities.

The diluted effect of debt convertibles is reflected utilizing

the if converted method.

Potentially dilutive securities include non-vested restricted stock, outstanding stock options, warrants,

and debts convertible into common stock.

The dilutive effect of stock options and warrants are reflected in diluted earnings per common

share by application of the treasury stock method.

Under the treasury stock method, an increase in the fair market value of the Company’s

common stock can result in a greater dilutive effect from potentially dilutive securities.

The diluted effect of debt convertibles is

reflected utilizing the if converted method.

Going Concern

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The Company had sustained recurring operating losses since its inception

and has an accumulated deficit of $ 75,125,710 as of June 30, 2025.

These factors raise a substantial doubt about the Company’s ability

to continue as a going concern.

The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability

and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable

to continue as a going concern.

and has an accumulated deficit of $ 76,533,799 as of September 30, 2025.

These factors raise a substantial doubt about the Company’s

ability to continue as a going concern.

The accompanying consolidated financial statements do not reflect any adjustments relating to

the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if

the Company is unable to continue as a going concern.

The ability of the Company to continue as a going

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

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

The FASB issued Accounting Standards Update (“ASU”)

2023-07, “Segment Reporting:

2025-05, “Financial Instruments – Credit Losses (Topic 326);

Measurement of Credit Losses for Accounts Receivable and Contract

Assets” in July 2025.

The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim periods

within those annual reporting periods, with early adoption permitted.

The amendments will be applied prospectively.

The amendments in

this update provide (1) all entities with a practical expedient wherein as part of developing reasonable and supportable forecasts when

estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance

sheet date do not change for the remaining life of the asset, and (2) entities other than public business entities are now allowed an

accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising

from transactions accounted for under Topic 606 to consider collection activity after the balance sheet date when estimating expected

credit losses.

The Company is analyzing the impact that ASU 2025-05 will have on the Company’s consolidated financial statements

but does not expect any material impacts.

The FASB issued ASU 2024-03, “Income Statement

– Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses” in November 2024.

The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim

reporting periods beginning after December 15, 2027, with early adoption permitted.

The amendments require disclosure in the notes to

financial statements of specified information about certain costs and expenses related to selling expenses and in annual reporting periods,

an entity’s definition of selling expenses, among other qualitative descriptions of relevant expense captions that are not separately

disaggregated quantitatively.

The Company is analyzing the impact that ASU 2024-03 will have on the Company’s required disclosures

but does not expect any material impacts.

Recently Adopted Accounting Standards

The FASB issued ASU 2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures” (“Topic 280”) in November 2023.

amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

Topic 280 improves “reportable segment disclosure requirements, primarily through enhanced

disclosures about significant segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances

in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities

with a single reportable segment, and contain other disclosure requirements.

The purpose of the amendments is to enable “investors

to better understand an entity’s overall performance” and assess “potential future cash flows.” There were no

material impacts on the consolidated financial statements at adoption.

The amendments are effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

Topic 280 improves “reportable segment disclosure requirements, primarily through enhanced disclosures about significant

segment expenses.” In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity

can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable

segment, and contain other disclosure requirements.

The purpose of the amendments is to enable “investors to better understand an

entity’s overall performance” and assess “potential future cash flows.” There were no material impacts on the

consolidated financial statements at adoption.

The FASB issued ASU 2020-06, “Debt—Debt

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RESTATEMENT OF FINANCIAL STATEMENTS

During the three months ended June 30, 2025, as

part of the Company’s ongoing enhancements to internal controls over financial reporting, a detailed review of its interest expense-related

During the second quarter of 2025, as part of

the Company’s ongoing enhancements to internal controls over financial reporting, a detailed review of its interest expense-related

cash flow classification was performed.

As a result, the Company restated certain amounts within the condensed consolidated statement

of cash flows for the six months ended June 30, 2024.

This was reclassified to correct the presentation of $ 845,427 of non-cash interest

accrual adjustments related to the Company’s line of credit as of June 30, 2024.

These amounts, previously presented within net

proceeds from the line of credit in financing activities, are now presented within operating activities.

This change in presentation has

no impact on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, or total cash

flows for any related period.

The following table summarizes the impact of the

correction on the Company’s condensed consolidated statement of cash flows for the period ending June 30, 2024.

of cash flows for the nine months ended September 30, 2024.

This was reclassified to correct the presentation of $ 1,953,667 of non-cash

interest accrual adjustments related to the Company’s line of credit as of September 30, 2024.

These amounts, previously presented

within net proceeds from the line of credit in financing activities, are now presented within operating activities.

This change in presentation

has no impact on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, or total

cash flows for any related period.

The following table summarizes the impact of

the correction on the Company’s condensed consolidated statement of cash flows for the period ending September 30, 2024.

Schedule of restated financial information

Impact of correction of error

Six months ended June 30, 2024 (Unaudited)

Nine months ended September 30, 2024 (Unaudited)

As previously reported

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$ ( 1,953,667 )

The Company previously restated its financial statements

for the three and six months ended June 30, 2024 via Form 10-Q/A, filed October 17, 2024, as a result of a change in classification of

credit loss expense to net revenue.

During the original preparation of the financial statements for the three and six months ended June

30, 2024, the Company identified and corrected its accounting for its credit loss expense of $ 859,321 and $ 1,199,155 , respectively, which

was reclassified to net revenue as variable consideration accounted for under ASC 606.

The following table summarizes the impact of the correction

on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2024.

This adjustment

had no effect on the Company’s condensed consolidated balance sheet, reported loss from operations, net loss, or cash used in operating

activities for the periods adjusted.

There have been no further corrections from the amended Form 10-Q/A as filed on October 17, 2024.

Balance sheet

Impact of correction of error

June 30, 2024 (Unaudited)

As previously reported

As restated in Form 10-Q/A

Total stockholders’ equity

Statement of operations

Impact of correction of error

Three months ended June 30, 2024 (Unaudited)

As previously reported

As restated in Form 10-Q/A

$ ( 859,321 )

Cost of sales

Operating expense

Loss from operations

$ ( 202,345 )

$ ( 159,483 )

Other income, net

Net loss for the period

$ ( 174,447 )

$ ( 131,585 )

Preferred stock dividends

$ ( 326,174 )

Net loss attributable to common shareholders

$ ( 500,621 )

$ ( 457,759 )

Impact of correction of error

Six months ended June 30, 2024 (Unaudited)

As previously reported

As restated in Form 10-Q/A

$ ( 1,199,155 )

Cost of sales

( 1,199,155 )

Operating expense

( 1,242,017 )

Loss from operations

Other income, net

Net loss before discontinued operations

Loss from discontinued operations

Net loss for the period

$ ( 457,551 )

$ ( 414,689 )

Preferred stock dividends

$ ( 477,808 )

Net loss attributable to common shareholders

$ ( 935,359 )

$ ( 892,497 )

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of accounts payable and accrued expenses

June 30, 2025

September 30, 2025

December 31, 2024

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PROPERTY AND EQUIPMENT, NET

Property and equipment as of June 30, 2025 and December

31, 2024 is as follows:

Property and equipment as of September 30, 2025

and December 31, 2024 is as follows:

Schedule of property and equipment

June 30, 2025

September 30, 2025

December 31, 2024

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Property and equipment, net

For the three months ended June 30, 2025 and 2024,

depreciation expense was $ 763 and $ 3,366 , respectively.

For the six months ended June 30, 2025 and 2024, depreciation expense was $ 4,128

and $ 6,731 , respectively.

During the first quarter of 2025, the Company identified assets that were no longer functional in its medical

As such, the Company has recorded a reduction in medical equipment and the related depreciation which resulted in a loss from

the disposal of $ 12,593 in the condensed consolidated statement of operations for the six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, the Company

had 27 acres of land of approximately $ 540,000 .

The land is currently vacant and is expected to be developed into a residential community.

For the three months ended September 30, 2025

and 2024, depreciation expense was $ 762 and $ 3,365 , respectively.

For the nine months ended September 30, 2025 and 2024, depreciation

expense was $ 4,890 and $ 10,096 , respectively.

During the first quarter of 2025, the Company identified assets that were no longer functional

in its medical facilities.

As such, the Company has recorded a reduction in medical equipment and the related depreciation which resulted

in a loss from the disposal of $ 12,593 in the condensed consolidated statement of operations for the nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024,

the Company had 27 acres of land of approximately $ 540,000 .

The land is currently vacant and is expected to be developed into a residential

RELATED PARTY TRANSACTIONS

In connection with the acquisition of Edge View on

July 16, 2014, the Company assumed amounts due from previous owners who are current managers of Edge View.

These amounts are due on demand

and do not bear interest.

The balance of these amounts is $ 4,979 due from the previous owners as of June 30, 2025 and December 31, 2024.

In connection with the acquisition of Edge View

on July 16, 2014, the Company assumed amounts due from previous owners who are current managers of Edge View.

These amounts are due on

demand and do not bear interest.

The balance of these amounts is $ 4,979 due from the previous owners as of September 30, 2025 and December

The Company previously obtained $ 120,997 in short-term

advances from the Chairman of the Board that were non-interest bearing and due on demand.

During the six months ended June 30, 2024, the

Company fully repaid the $ 120,997 owed to the Chairman.

On August 25, 2023, the Company issued a twelve-month

convertible promissory note in the principal amount of $ 5,000 to the Company’s CEO for the Company’s operating expenses.

rate of interest is 10 % per annum.

In August of 2024, the remaining outstanding principal and interest of $ 5,501 was paid in full.

During the nine months ended September 30, 2024,

the Company fully repaid the $ 120,997 owed to the Chairman.

See also Note 7.

Notes and Loans Payable and Note 8.

Convertible Notes

Notes Payable .

The series R convertible preferred

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Dividend Rights .

The holders of series R convertible

preferred stock were entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum, payable quarterly.

holders of series R convertible preferred stock were entitled to receive dividends equal (on an as converted to common stock basis) to

and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares of common

Any dividends that were not paid when due were to continue to accrue and entailed a late fee, which must be paid in cash, at the

rate of 18% per annum or the lesser rate permitted by applicable law which was to accrue and compound daily from the missed payment date

through and including the date of actual payment in full.

The holders of series

R convertible preferred stock were entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum, payable quarterly.

In addition, holders of series R convertible preferred stock were entitled to receive dividends equal (on an as converted to common stock

basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares

of common stock.

Any dividends that were not paid when due were to continue to accrue and entailed a late fee, which must be paid in cash,

at the rate of 18% per annum or the lesser rate permitted by applicable law which was to accrue and compound daily from the missed payment

date through and including the date of actual payment in full.

There were no cumulative dividends at December 31, 2024.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock were entitled to receive

out of the assets, whether capital or surplus, of the Company an amount equal to the stated value ($1,200), plus any accrued and unpaid

dividends thereon and any other fees or liquidated damages then due and owing, for each share of series R convertible preferred stock

before any distribution or payment shall be made to the holders of any junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock were entitled

to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value ($1,200), plus any accrued

and unpaid dividends thereon and any other fees or liquidated damages then due and owing, for each share of series R convertible preferred

stock before any distribution or payment shall be made to the holders of any junior securities.

Voting Rights .

The holders of series R convertible

preferred stock voted together with the common stock on an as-converted basis.

However, as long as any shares of series R convertible

preferred stock were outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding

shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers, preferences or

rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize or create any

class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the

series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise pari

passu with, the series R convertible preferred stock, (iii) amend its articles of incorporation or other charter documents in any

manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number of authorized

shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.

The holders of series R

convertible preferred stock voted together with the common stock on an as-converted basis.

However, as long as any shares of series R

convertible preferred stock were outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the

then outstanding shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers,

preferences or rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize

or create any class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu

with, the series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise

pari passu with, the series R convertible preferred stock, (iii) amend its articles of incorporation or other charter documents

in any manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number of

authorized shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.

Conversion Rights .

Each share of series R convertible

preferred stock was convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid

and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by a conversion price equal to the

lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior to the applicable conversion date.

Notwithstanding the foregoing, the Company shall not effect any conversion of the series R convertible preferred stock, and a holder shall

not have the right to convert any portion of the series R convertible preferred stock, to the extent that, after giving effect to the

conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or

any of such holder’s affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock.

Each share of series

R convertible preferred stock was convertible, at the option of the holder thereof, at any time and from time to time, into such number

of fully paid and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by a conversion price

equal to the lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior to the applicable

conversion date.

Notwithstanding the foregoing, the Company shall not effect any conversion of the series R convertible preferred stock,

and a holder shall not have the right to convert any portion of the series R convertible preferred stock, to the extent that, after giving

effect to the conversion, such holder (together with such holder’s affiliates, and any persons acting as a group together with such

holder or any of such holder’s affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock.

The conversion

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Participation Rights .

Subject to certain exceptions,

upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock were to have the right to participate

in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided

for in the Subsequent Financing.

Subject to certain

exceptions, upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock were to have the right

to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions

and price provided for in the Subsequent Financing.

Company Redemption Rights .

The Company had

the right to redeem all (but not less than all), shares of the series R convertible preferred stock issued and outstanding at any time

upon three (3) business days’ notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied by

(ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder.

had the right to redeem all (but not less than all), shares of the series R convertible preferred stock issued and outstanding at any

time upon three (3) business days’ notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied

by (ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder.

Rate” means (a) 1.1 if all of the series R convertible preferred stock is redeemed within ninety (90) calendar days from the issuance

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Redemption Upon Triggering Events .

occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock had (in addition to all other

the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock had (in addition to all other

rights it may have) the right, exercisable at the sole option of such holder, to require the Company to (A) redeem all of the series R

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Series X Senior Convertible Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

417,255 and 397,464 shares of series X senior convertible preferred stock issued and outstanding, respectively.

The series X senior convertible preferred

stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common stock

and each other class or series that is not expressly made senior to or on parity with the series X senior convertible preferred stock;

As of September 30, 2025 and December 31, 2024,

there were 427,690 and 397,464 shares of series X senior convertible preferred stock issued and outstanding, respectively.

The series X senior convertible

preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common

stock and each other class or series that is not expressly made senior to or on parity with the series X senior convertible preferred

(ii) on parity with each class or series that is not expressly subordinated or made senior to the series X senior convertible preferred

11 unchanged sentences

quarterly in arrears on each dividend payment date.

For the six months ended June 30, 2025, cumulative dividends earned on the series

For the nine months ended September 30, 2025, cumulative dividends earned on the series

X senior convertible preferred stock were $120,900.

The cumulative accrued dividends as of June 30, 2025 were paid by the Company via the

issuance of 19,791 shares of series X senior convertible preferred stock.

The cumulative accrued dividends for the nine months ended September 30, 2025 were

paid by the Company via the issuance of 30,226 shares of series X senior convertible preferred stock.

Liquidation Rights.

Subject to the rights of

creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities (in

each case, as defined in the certificate of designation), upon any liquidation of the Company or its subsidiaries, before any payment

Subject to the rights

of creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities

(in each case, as defined in the certificate of designation), upon any liquidation of the Company or its subsidiaries, before any payment

or distribution of the assets of the Company (whether capital or surplus) are to be made to or set apart for the holders of junior securities

3 unchanged sentences

Voting Rights .

Holders of series X senior convertible

preferred stock do not have any voting rights;

provided that, so long as any shares of series X senior convertible preferred stock are

outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which majority must include

Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate class, is necessary

for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate of designation

or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);

that the foregoing does not apply to any financing transaction the use of proceeds of which were to be used to redeem the series X senior

convertible preferred stock and the warrants issued in connection therewith.

In addition, the affirmative vote of holders of 66% of the

series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any senior securities.

Holders of series X senior

convertible preferred stock do not have any voting rights;

provided that, so long as any shares of series X senior convertible preferred

stock are outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which majority

must include Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate class,

is necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate of

designation or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);

provided that the foregoing does not apply to any financing transaction the use of proceeds of which were to be used to redeem the series

X senior convertible preferred stock and the warrants issued in connection therewith.

In addition, the affirmative vote of holders of

66% of the series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any

senior securities.

Conversion Rights .

Each share of series X senior

convertible preferred stock, plus all accrued and unpaid dividends thereon, are convertible, at the option of the holder thereof, at any

time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing the stated

value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal to the lower of (i)

the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share paid

in any subsequent financing (the “Fixed Price”).

The Fixed Price is subject to standard adjustments in the event of any stock

splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers, consolidations

or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain exceptions, if the Company

issues common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price.

Notwithstanding the foregoing,

in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares that upon

conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number

of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which the determination

of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding

common stock.

This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one

(61) days’ prior notice to the Company.

Each share of series

X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, are convertible, at the option of the holder thereof,

at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing the

stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal to the lower

of (i) the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share

paid in any subsequent financing (the “Fixed Price”).

The Fixed Price is subject to standard adjustments in the event of any

stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers,

consolidations or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain exceptions,

if the Company issues common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price.

Notwithstanding

the foregoing, in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares

that upon conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii)

the number of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which

the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99%

of the then outstanding common stock.

This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion,

upon not less than sixty-one (61) days’ prior notice to the Company.

Redemption Rights Commencing on September

2023, any holder may require the Company to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated value

of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate

22, 2023, any holder may require the Company to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated

value of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate

of designation;

5 unchanged sentences

Series A Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

2 shares of series A preferred stock issued and outstanding.

As of September 30, 2025 and December 31, 2024,

there were 2 shares of series A preferred stock issued and outstanding.

The series A preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The series A preferred stock

is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall have

no economic interest in the Company.

The series A preferred

stock is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall

have no economic interest in the Company.

Liquidation Rights .

In the event of any liquidation,

dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein the Company

is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the holders of each share of series A

preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of the Company, before and in

preference of any holder of shares of common stock, an amount equal to the stated value of $250.

In the event of any

liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of the Company wherein

the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the holders of each share

of series A preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of the Company, before

and in preference of any holder of shares of common stock, an amount equal to the stated value of $250.

Once the holders receive the foregoing

11 unchanged sentences

of incorporation or a certificate of designation of such other series of preferred stock.

Upon transfer of any share of series

A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such share

of series A preferred stock shall automatically, and without any action being required by the Company or the holder, be converted into

one (1) share of common stock.

Upon transfer of any share of

series A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such

share of series A preferred stock shall automatically, and without any action being required by the Company or the holder, be converted

into one (1) share of common stock.

Other Rights .

2 unchanged sentences

Series B Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

0 and 1,279,867 shares of series B preferred stock issued and outstanding, respectively.

During the six months ended June 30, 2025, all

outstanding shares of series B preferred stock were converted into common stock.

As of September 30, 2025 and December 31, 2024,

there were 0 and 1,279,867 shares of series B preferred stock issued and outstanding, respectively.

During the nine months ended September

30, 2025, all outstanding shares of series B preferred stock were converted into common stock.

The series B preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series B preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series B preferred stock.

The holders of series

B preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series B preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series B preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series B preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series B preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

B preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series B preferred stock shall be entitled to cast one (1) vote per share of series

B preferred stock held.

Except as provided by law, the holders of series B preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series B preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series B preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series B preferred stock or alter or amend the certificate of designation for the series B preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series B preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series B preferred stock shall be entitled to cast one (1) vote per

share of series B preferred stock held.

Except as provided by law, the holders of series B preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series B preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series B preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series B preferred stock or alter or amend the certificate of designation for the series

B preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series B preferred stock.

Conversion Rights .

Each share of series B preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common stock

is then traded or quoted is less than $4.00 per share, then each share of series B preferred stock shall be convertible into a number

of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date

of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series B preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

B preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series B preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

B preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting together

as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting

together as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

Redemption Rights .

Holders of series B preferred

stock do not have any redemption rights.

Holders of series B

preferred stock do not have any redemption rights.

Series C Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

0 and 74 shares of series C preferred stock issued and outstanding, respectively.

During the six months ended June 30, 2025, all outstanding

shares of series C preferred stock were converted into common stock.

As of December 30, 2025 and December 31, 2024,

there were 0 and 74 shares of series C preferred stock issued and outstanding, respectively.

During the nine months ended September 30,

2025, all outstanding shares of series C preferred stock were converted into common stock.

The series C preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series C preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series C preferred stock.

The holders of series

C preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series C preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series C preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

C preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series C preferred stock shall be entitled to cast one (1) vote per share of series

C preferred stock held.

Except as provided by law, the holders of series C preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series C preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series C preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series C preferred stock or alter or amend the certificate of designation for the series C preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series C preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series C preferred stock shall be entitled to cast one (1) vote per

share of series C preferred stock held.

Except as provided by law, the holders of series C preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series C preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series C preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series C preferred stock or alter or amend the certificate of designation for the series

C preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series C preferred stock.

Conversion Rights .

Each share of series C preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004.

In addition, on the date on which the

shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American

or the Nasdaq Stock Market (any tier) (a “Listing Event”), all outstanding shares of series C preferred stock shall be automatically

converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded or closing price on such

date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series C preferred stock.

upon the earlier to occur of:

(a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share

(subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with

respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities

Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred stock, voting together

as a single class, each share of series C preferred stock shall be automatically converted into such number of shares of common stock

as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004.

Such conversion price is subject to

standard adjustments in the event of any stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

Each share of series

C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004.

In addition, on the date

on which the shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange,

NYSE American or the Nasdaq Stock Market (any tier) (a “Listing Event”), all outstanding shares of series C preferred stock

shall be automatically converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded

or closing price on such date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series

C preferred stock.

Finally, upon the earlier to occur of:

(a) the closing of the sale of shares of common stock to the public at a price

of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar

recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement

under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence

of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred

stock, voting together as a single class, each share of series C preferred stock shall be automatically converted into such number of

shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004.

Such conversion

price is subject to standard adjustments in the event of any stock splits, stock combinations, stock dividends, stock reclassifications

and similar events.

Redemption Rights .

If there is a Listing Event,

the Company shall have the right (but not the obligation) to redeem shares of series C preferred stock at a price per share of $50,000.

If there is a Listing

Event, the Company shall have the right (but not the obligation) to redeem shares of series C preferred stock at a price per share of

Series E Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

0 and 175,375 shares of series E preferred stock issued and outstanding, respectively.

During the six months ended June 30, 2025, all

outstanding shares of series E preferred stock were converted into common stock.

As of September 30, 2025 and December 31, 2024,

there were 0 and 175,375 shares of series E preferred stock issued and outstanding, respectively.

During the nine months ended September

30, 2025, all outstanding shares of series E preferred stock were converted into common stock.

The series E preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series E preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series E preferred stock.

The holders of series

E preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series E preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series E preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series E preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series E preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series E preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series E preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

E preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series E preferred stock shall be entitled to cast one (1) vote per share of series

E preferred stock held.

Except as provided by law, the holders of series E preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series E preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series E preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series E preferred stock or alter or amend the certificate of designation for the series E preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series E preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series E preferred stock shall be entitled to cast one (1) vote per

share of series E preferred stock held.

Except as provided by law, the holders of series E preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series E preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series E preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series E preferred stock or alter or amend the certificate of designation for the series

E preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series E preferred stock.

Conversion Rights .

Each share of series E preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common stock

is then traded or quoted is less than $4.00 per share, then each share of series E preferred stock shall be convertible into a number

of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date

of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series E preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

E preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series E preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

E preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting together

as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting

together as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

Series F-1 Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

3,875 shares of series F-1 preferred stock issued and outstanding.

The series F-1 preferred stock ranks,

with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other

class or series that is not expressly made senior to or on parity with the series F-1 preferred stock;

As of September 30, 2025 and December 31, 2024,

there were 3,875 shares of series F-1 preferred stock issued and outstanding.

The series F-1 preferred stock

ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each

other class or series that is not expressly made senior to or on parity with the series F-1 preferred stock;

(ii) on parity with the series

6 unchanged sentences

Dividend Rights.

The holders of series F-1

preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

The holders of series

F-1 preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

2 unchanged sentences

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series F-1 preferred stock shall be entitled to receive

out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series F-1 preferred stock

were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series F-1 preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series F-1 preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series F-1 preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

F-1 preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

Except as provided by law, the

holders of series F-1 preferred stock shall have no voting rights.

However, as long as any shares of series F-1 preferred stock are outstanding,

the Company shall not, without the affirmative vote of the holders of a majority of outstanding series F-1 preferred stock, (a) alter

or change adversely the powers, preferences or rights given to the series F-1 preferred stock or alter or amend the certificate of designation

for the series F-1 preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents

in any manner that adversely affects any rights of the holders of series F-1 preferred stock.

Except as provided by law,

the holders of series F-1 preferred stock shall have no voting rights.

However, as long as any shares of series F-1 preferred stock are

outstanding, the Company shall not, without the affirmative vote of the holders of a majority of outstanding series F-1 preferred stock,

(a) alter or change adversely the powers, preferences or rights given to the series F-1 preferred stock or alter or amend the certificate

of designation for the series F-1 preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or

other charter documents in any manner that adversely affects any rights of the holders of series F-1 preferred stock.

Conversion Rights .

Each share of series F-1

preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common

stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common

stock is then traded or quoted is less than $4.00 per share, then each share of series F-1 preferred stock shall be convertible into a

number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the

date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series F-1 preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

F-1 preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares

of common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series F-1 preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

F-1 preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting together

as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting

together as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

Redemption Rights .

Holders of series F-1 preferred

stock do not have any redemption rights.

Holders of series F-1

preferred stock do not have any redemption rights.

Series I Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

10,075,092 and 10,469,092 shares of series I preferred stock issued and outstanding, respectively.

As of September 30, 2025 and December 31, 2024,

there were 10,075,092 and 10,469,092 shares of series I preferred stock issued and outstanding, respectively.

The series I preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series I preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series I preferred stock.

The holders of series

I preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series I preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series I preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series I preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series I preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series I preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series I preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

I preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series I preferred stock shall be entitled to cast five (5) votes per share of series

I preferred stock held.

Except as provided by law, the holders of series I preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series I preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series I preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series I preferred stock or alter or amend the certificate of designation for the series I preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series I preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series I preferred stock shall be entitled to cast five (5) votes per

share of series I preferred stock held.

Except as provided by law, the holders of series I preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series I preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series I preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series I preferred stock or alter or amend the certificate of designation for the series

I preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series I preferred stock.

Conversion Rights .

Each share of series I preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common stock

is then traded or quoted is less than $4.00 per share, then each share of series I preferred stock shall be convertible into a number

of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date

of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series I preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

I preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series I preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

I preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting together

as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting

together as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock splits, stock combinations, stock dividends, stock reclassifications and similar events.

Redemption Rights .

Holders of series I preferred

stock do not have any redemption rights.

Holders of series I

preferred stock do not have any redemption rights.

Series J Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

no shares of series J preferred stock issued and outstanding.

During the six months ended June 30, 2024, all outstanding shares of series

J preferred stock were converted into common stock.

As of September 30, 2025 and December 31, 2024,

there were no shares of series J preferred stock issued and outstanding.

During the nine months ended September 30, 2024, all outstanding

shares of series J preferred stock were converted into common stock.

The series J preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series J preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series J preferred stock.

The holders of series

J preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series J preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series J preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series J preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series J preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series J preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series J preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

J preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series J preferred stock shall be entitled to cast one (1) vote per share of series

J preferred stock held.

Except as provided by law, the holders of series J preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series J preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series J preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series J preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series J preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series J preferred stock shall be entitled to cast one (1) vote per

share of series J preferred stock held.

Except as provided by law, the holders of series J preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series J preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series J preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series

J preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series J preferred stock.

Conversion Rights .

Each share of series J preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common stock

is then traded or quoted is less than $4.00 per share, then each share of series J preferred stock shall be convertible into a number

of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date

of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series J preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

J preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series J preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

J preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting together

as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting

together as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

Redemption Rights .

Holders of series J preferred

stock do not have any redemption rights.

Holders of series J

preferred stock do not have any redemption rights.

Series L Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

319,493 shares of series L preferred stock issued and outstanding.

As of September 30, 2025 and December 31, 2024,

there were 319,493 shares of series L preferred stock issued and outstanding.

The series L preferred stock ranks,

9 unchanged sentences

Dividend Rights.

The holders of series L preferred

stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually

paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be paid on

shares of series L preferred stock.

The holders of series

L preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends

actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock.

No other dividends shall be

paid on shares of series L preferred stock.

Liquidation Rights .

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary, the holders of series L preferred stock shall be entitled to receive out

of the assets of the Company the same amount that a holder of common stock would receive if the shares of series L preferred stock were

fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series L preferred

stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Upon any liquidation,

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series L preferred stock shall be entitled

to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series L preferred

stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series

L preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

Voting Rights .

On any matter presented to stockholders

for their action or consideration, each holder of series L preferred stock shall be entitled to cast one (1) vote per share of series

L preferred stock held.

Except as provided by law, the holders of series L preferred stock shall vote together with the holders of shares

of common stock as a single class.

However, as long as any shares of series L preferred stock are outstanding, the Company shall not,

without the affirmative vote of the holders of a majority of outstanding series L preferred stock, (a) alter or change adversely the powers,

preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series L preferred

stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner that adversely

affects any rights of the holders of series L preferred stock.

On any matter presented

to stockholders for their action or consideration, each holder of series L preferred stock shall be entitled to cast one (1) vote per

share of series L preferred stock held.

Except as provided by law, the holders of series L preferred stock shall vote together with the

holders of shares of common stock as a single class.

However, as long as any shares of series L preferred stock are outstanding, the Company

shall not, without the affirmative vote of the holders of a majority of outstanding series L preferred stock, (a) alter or change adversely

the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series

L preferred stock, or (b) amend the Company’s amended and restated articles of incorporation or other charter documents in any manner

that adversely affects any rights of the holders of series L preferred stock.

Conversion Rights .

Each share of series L preferred

stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock

as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which the common stock

is then traded or quoted is less than $4.00 per share, then each share of series L preferred stock shall be convertible into a number

of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price on the date

of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series L preferred

stock shall be convertible into two (2) shares of common stock.

Each share of series

L preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of

common stock as is determined as follows:

(i) if the closing market price of the common stock on the principal trading market on which

the common stock is then traded or quoted is less than $4.00 per share, then each share of series L preferred stock shall be convertible

into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price

on the date of conversion;

or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series

L preferred stock shall be convertible into two (2) shares of common stock.

In addition, upon the earlier to occur of:

(a) the closing of the sale

of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective registration

statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date

on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York

Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified

by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting together

as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common stock

as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event of any

stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

(a) the closing

of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective

registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,

(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation

the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,

specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting

together as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common

stock as is determined in accordance with the provisions above.

Such conversion price is subject to standard adjustments in the event

of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

Redemption Rights .

Holders of series L preferred

stock do not have any redemption rights.

Holders of series L

preferred stock do not have any redemption rights.

Series Y Senior Preferred Stock

As of June 30, 2025 and December 31, 2024, there were

1,016,015 and 979,125 shares of series Y senior convertible preferred stock issued and outstanding, respectively.

The series Y senior convertible preferred

stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common stock

and each series of preferred stock, and to each other class or series that is not expressly made senior to or on parity with the series

Y senior convertible preferred stock;

(ii) on parity with each class or series that is not expressly subordinated or made senior to the

As of September 30, 2025 and December 31, 2024,

there were 1,041,764 and 979,125 shares of series Y senior convertible preferred stock issued and outstanding, respectively.

The series Y senior convertible

preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common

stock and each series of preferred stock, and to each other class or series that is not expressly made senior to or on parity with the

series Y senior convertible preferred stock;

and (iii) junior to each class or series that is expressly made senior to the series Y senior

convertible preferred stock.

(ii) on parity with each class or series that is not expressly subordinated or made senior

to the series Y senior convertible preferred stock;

and (iii) junior to each class or series that is expressly made senior to the series

Y senior convertible preferred stock.

Dividend Rights .

13 unchanged sentences

to the applicable payment date.

For the six months ended June 30, 2025, cumulative dividends earned on the series Y senior convertible

For the nine months ended September 30, 2025, cumulative dividends earned on the series Y senior convertible

preferred stock were $ 301,470 .

The cumulative accrued dividends as of June 30, 2025 were paid by the Company via the issuance of 36,890

shares of series Y senior convertible preferred stock and $ 50,000 in cash.

At June 30, 2025, the total dividends payable was $ 32,290 .

The cumulative accrued dividends for the nine months ended September 30, 2025 were paid by the Company

via the issuance of 62,639 shares of series Y senior convertible preferred stock and $ 50,000 in cash.

At September 30, 2025, the total

dividends payable was $ 33,108 .

Liquidation Rights.

Subject to the rights of

creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),

Subject to the rights

of creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),

upon any liquidation event (as defined in the certificate of designation), before any payment or distribution of the assets of the Company

6 unchanged sentences

Voting Rights .

Holders of series Y senior convertible

preferred stock do not have any voting rights;

provided that, so long as any shares of series Y senior convertible preferred stock are

outstanding, the affirmative vote of holders of a majority of the series Y senior convertible preferred stock, which majority must include

Leonite Capital LLC so long as it holds any shares of series Y senior convertible preferred stock, voting as a separate class, shall be

necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate of designation,

prior to the Company’s issuance of additional shares of series Y senior convertible preferred stock or prior to the creation or

issuance of any securities that are not subordinate to the series Y senior convertible preferred stock or new indebtedness (as defined

in the certificate of designation);

provided that the foregoing shall not apply to any financing transaction the use of proceeds of which

will be used to redeem the series Y senior convertible preferred stock in full.

Holders of series Y senior

convertible preferred stock do not have any voting rights;

provided that, so long as any shares of series Y senior convertible preferred

stock are outstanding, the affirmative vote of holders of a majority of the series Y senior convertible preferred stock, which majority

must include Leonite Capital LLC so long as it holds any shares of series Y senior convertible preferred stock, voting as a separate class,

shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate

of designation, prior to the Company’s issuance of additional shares of series Y senior convertible preferred stock or prior to

the creation or issuance of any securities that are not subordinate to the series Y senior convertible preferred stock or new indebtedness

(as defined in the certificate of designation);

provided that the foregoing shall not apply to any financing transaction the use of proceeds

of which will be used to redeem the series Y senior convertible preferred stock in full.

Conversion Rights .

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Preferred Stock Transactions

During the six months ended June 30, 2025, the Company

executed the following transactions:

During the nine months ended September 30, 2025,

the Company executed the following transactions:

An aggregate of 300,000 shares of series B preferred stock, 6 shares of series C preferred stock and 54,000 shares of series E preferred stock were issued in exchange for the cancellation of an aggregate of 391,500 shares of series I preferred stock.

6 unchanged sentences

An aggregate of 30,226 shares of series X senior convertible preferred stock were issued with an aggregate value of $ 120,900 .

During the six months ended June 30, 2024, the Company

executed the following transactions:

During the nine months ended September 30, 2024,

the Company executed the following transactions:

On January 19, 2024, the Company issued 62,500 shares of series I preferred stock to each of Daniel R.

12 unchanged sentences

On May 15, 2024, in conjunction with the exchange of certain senior secured convertible promissory notes, 938,908 shares of series Y senior convertible preferred stock were issued with an aggregate value of $ 3,755,632 .

On September 25, 2024, 16,206 shares of series Y senior convertible preferred stock were issued with an aggregate value of $ 64,824 as payment of accrued dividends.

In connection with the aforementioned share issuances

1 unchanged sentence

for the series I preferred stock resulting in those indicated fair values.

During the six months ended June 30, 2025, in addition

to the conversions of preferred stock noted above, the Company issued common stock as part of the following transactions:

In June 2025, as part of a legal settlement, the Company retired 59,248 shares of common stock.

During the nine months ended September 30, 2025,

in addition to the conversions of preferred stock noted above, the Company issued common stock as part of the following transactions:

On June 5, 2025, as part of a legal settlement, the Company retired 59,248 shares of common stock.

On June 30, 2025, the Company issued 15,000 shares of common stock to an investor relation service provider.

The Company recognized the fair value for the issuance of the 15,000 shares at $6.50 per share on the closing market price of June 30, 2025, and recorded selling, general and administrative expense of $ 97,500 in the consolidated statement of operations.

During the six months ended June 30, 2024, in addition to the conversions

of preferred stock noted above, the Company issued common stock as part of the following transactions:

On September 2, 2025, the Company issued 192,495 shares of common stock upon conversion of a convertible note.

On July 31, 2025, the Company issued 2,500 shares of common stock to an employee for services rendered.

The Company recognized the fair value for the issuance of the 2,500 shares at $5.00 per share on the closing market price of July 30, 2025, and recorded share-based compensation expense of $ 12,500 in the consolidated statement of operations.

On September 26, 2025, the Company issued an aggregate of 15,000 shares of restricted common stock under the Company’s 2024 Equity Incentive Plan to three board members for their annual retainer grants for the fiscal year 2024, which vested in full on the date of grant.

The Company recognized the fair value for the issuance of the shares at $1.53 per share based on the closing market price on the grant date.

Share-based compensation expense of $ 22,950 was recorded in the consolidated statement of operations.

On September 26, 2025, the Company also issued an aggregate of 15,000 shares of restricted common stock under the Company’s 2024 Equity Incentive Plan to three board members for their annual retainer grants for the fiscal year 2025, with 3,750 shares vesting on the date of grant and the remaining shares vesting in equal parts over the course of three quarters commencing on October 1, 2025.

The Company recognized the fair value for the issuance of the shares at $1.53 per share based on the closing market price on the grant date.

Share-based compensation expense of $ 5,738 was recorded in the consolidated statement of operations.

During the nine months ended September 30, 2024, in addition to the

conversions of preferred stock noted above, the Company issued common stock as part of the following transactions:

The Company issued an aggregate of 234,909 shares of common stock in payment of various accrued dividends on the series N, series X and series Y preferred stock.

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The Company recognized the fair value for the issuance of 30,000 shares at $ 6.50 per share on the closing market price of March 26, 2024 and recorded share-based compensation expense of $ 195,000 in the consolidated statement of operations.

In September 2024, the Company issued an aggregate of 74,225 shares of common stock as part of a legal settlement.

Share-based compensation

Share-based compensation expense is attributable to restricted common

stock awards granted to our non-employee independent directors as well as common or preferred stock issued to employees and service providers

for services rendered.

We recognize expense using a straight-line amortization method as reflected in general and administrative expense

in the condensed consolidated statement of operations.

Share-based compensation expense for the three months ended September 30, 2025

and 2024, was $ 41,188 and $ 0 , respectively.

Share-based compensation for the nine months ended September 30, 2025 and 2024 was $ 138,688

and $ 300,225 , respectively.

Generally, all forms of share-based payments,

including restricted stock grants, are measured at their fair value on the awards’ grant date, based on estimated number of awards

that are ultimately expected to vest.

Grant date fair value of restricted common stock and common stock awards is determined using the

Company’s closing share price on the grant date.

Grant date fair value of any preferred stock awards is determined utilizing a third-party

Total unearned stock-based compensation was $ 17,213 at September 30, 2025 as compared to $ 0 at September 30, 2024.

will be charged to expense and amortized on a straight-line basis during the fourth quarter of 2025 as well as the first and second quarters

A summary of non-vested restricted stock activity for the nine months

ended September 30, 2025 is presented as follows:

Summary of non-vested restricted stock activity

Non-vested Restricted Common Shares

Grant Date Fair Value

Balance at January 1, 2025

Balance at September 30, 2025

The table below sets forth warrant activity during

the six months ended June 30, 2025 and 2024:

the nine months ended September 30, 2025 and 2024:

Schedule of warrant activity

Balance at January 1, 2025

Balance at June 30, 2025

Warrants Exercisable at June 30, 2025

Balance at September 30, 2025

Warrants Exercisable at September 30, 2025

Balance at January 1, 2024

Balance at June 30, 2024

Warrants Exercisable at June 30, 2024

Balance at September 30, 2024

Warrants Exercisable at September 30, 2024

DISCONTINUED OPERATIONS

Net liabilities from discontinued operations on the

condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 include residual liabilities related to the sale of Platinum

Tax which was sold in November 2023.

The $ 111,312

loss from discontinued operations presented in the condensed consolidated statement of operations for the six months ended June 30, 2024

is a part of the execution of a settlement reached in July 2022 with six previous owners of Red Rock, an entity that was discontinued

by the Company in May 2019.

As a result, the Company recognized the fair value for the issuance of 37,104

shares at $ 3

per share on the closing market price of February 4 through February 6, 2024, and recorded share loss from discontinued operations of

in the consolidated statement of operations.

Net liabilities from discontinued operations on

the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 include residual liabilities related to the sale

of Platinum Tax which was sold in November 2023.

The $ 111,312 loss from discontinued operations presented in the condensed consolidated

statement of operations for the nine months ended September 30, 2024 is a part of the execution of a settlement reached in July 2022 with

six previous owners of Red Rock, an entity that was discontinued by the Company in May 2019.

As a result, the Company recognized the fair

value for the issuance of 37,104 shares at $ 3 per share on the closing market price of February 4 through February 6, 2024, and recorded

share loss from discontinued operations of $ 111,312 in the consolidated statement of operations.

Schedule of discontinued operations

Net liabilities of discontinued operations

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

$ ( 238,285 )

Six Months Ended June 30,

Nine Months Ended September 30,

Gain (Loss) from discontinued operations

3 unchanged sentences

$ ( 111,312 )

The Company reviews goodwill for impairment on a reporting

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

the six months ended June 30, 2025 and 2024, the Company determined there to be no impairment.

The Company reviews goodwill for impairment on

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

During the nine months ended September 30, 2025 and 2024, the Company determined there were no triggering events which may suggest impairment

indicators were present.

COMMITMENTS AND CONTINGENCIES

ASC 842, “Leases”, requires that a lessee

recognize the assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial position

a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for

the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying

asset not to recognize lease assets and lease liabilities.

The Company adopted ASC 842, January 1, 2020, using the effective date method

and elected certain practical expedients allowing the Company not to reassess:

ASC 842, “ Leases ”, requires

that a lessee recognize the assets and liabilities that arise from operating leases.

A lessee should recognize in the statement of financial

position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying

asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by

class of underlying asset not to recognize lease assets and lease liabilities.

The Company adopted ASC 842, January 1, 2020, using the

effective date method and elected certain practical expedients allowing the Company not to reassess:

whether expired or existing contracts contain leases under the new definition of a lease;

3 unchanged sentences

not to recognize lease assets and liabilities for leases with a term of 12 months or less.

The Company leases twelve medical facilities and one

vehicle as operating leases as of June 30, 2025.

The Company recorded operating lease expenses of $ 115,447 and $ 99,815 for the three months

ended June 30, 2025 and 2024, respectively, and $ 234,518 and $ 200,177 for the six months ended June 30, 2025 and 2024, respectively.

The Company leases twelve medical facilities and

one vehicle as operating leases as of September 30, 2025.

The Company recorded operating lease expenses of $ 112,832 and $ 126,831 for the

three months ended September 30, 2025 and 2024, respectively, and $ 347,350 and $ 327,008 for the nine months ended September 30, 2025 and

2024, respectively.

The Company has operating leases with future commitments

Schedule of operating leases with future commitments

July 2025 – June 2026

July 2026 – June 2027

October 2025 – September 2026

October 2026 – September 2027

Total Future Undiscounted Lease Payments

6 unchanged sentences

Weighted-average discount rate

Effective January 1, 2025, the Company entered into

an employment agreement with Alex Cunningham, the Company’s President and Chief Executive Officer.

Pursuant to the employment agreement,

Effective January 1, 2025, the Company entered

into an employment agreement with Alex Cunningham, the Company’s President and Chief Executive Officer.

Pursuant to the employment

agreement, Mr.

Cunningham is entitled to an initial base salary of $ 885,000 per year and is eligible for an annual bonus.

The base salary shall be

increased by a minimum of 10% per year beginning on January 1, 2026.

Cunningham’s base salary shall be automatically and permanently

increased by $100,000 upon the successful acquisition of certain companies in 2025.

His base salary will also be automatically and permanently

increased by $100,000 following the Company’s successful listing on Nasdaq and a corresponding $4 million dollar capital raise beginning

the month after the uplisting and commensurate close of the equity raise.

Cunningham is entitled to a one-time performance bonus of

$100,000 following the Company’s successful listing on Nasdaq with a corresponding $4 million dollar capital raise.

shall also earn a one-time performance bonus of $100,000 following each future successful acquisition.

In the event that the Company is

unable to pay his base salary or bonus in dollars, a portion of, or all compensation due to Mr.

Cunningham, may be converted to a promissory

note bearing an annual interest rate of 5.00% with interest to be paid quarterly.

In addition, effective as of January 1, 2025, all past

due amounts owed to Mr.

The base salary

shall be increased by a minimum of 10% per year beginning on January 1, 2026.

Cunningham’s base salary shall be automatically

and permanently increased by $100,000 upon the successful acquisition of certain companies in 2025.

His base salary will also be automatically

and permanently increased by $100,000 following the Company’s successful listing on Nasdaq and a corresponding $4 million dollar

capital raise beginning the month after the uplisting and commensurate close of the equity raise.

Cunningham is entitled to a one-time

performance bonus of $100,000 following the Company’s successful listing on Nasdaq with a corresponding $4 million dollar capital

Cunningham shall also earn a one-time performance bonus of $100,000 following each future successful acquisition.

that the Company is unable to pay his base salary or bonus in dollars, a portion of, or all compensation due to Mr.

Cunningham, may be

converted to a promissory note bearing an annual interest rate of 5.00% with interest to be paid quarterly.

In addition, effective as

of January 1, 2025, all past due amounts owed to Mr.

Cunningham shall earn interest at a rate of 5% with interest paid quarterly.

For the year ended December 31, 2024,

the Company agreed to pay $360,000 per year and $250,000 of targeted annual incentives to Mr.

Cunningham based on his prior employment

agreement and its related amendments since July 1, 2020, of which 75% was being paid in cash and 25% was accrued as of December 31, 2024.

The total outstanding accrued compensation as of June 30, 2025 and December 31, 2024 was $ 2,215,500 which is included in, accrued expenses

– related parties, in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The total interest accrued

for the three and six months ended June 30, 2025 was $ 27,618 and $ 54,932 , respectively.

the year ended December 31, 2024, the Company agreed to pay $360,000 per year and $250,000 of targeted annual incentives to Mr.

based on his prior employment agreement and its related amendments since July 1, 2020, of which 75% was being paid in cash and 25% was

accrued as of December 31, 2024.

The total outstanding accrued compensation as of September 30, 2025 and December 31, 2024 was $ 2,215,500

which is included in, accrued expenses – related parties, in the condensed consolidated balance sheets as of September 30, 2025

and December 31, 2024.

The total interest accrued for the three and nine months ended September 30, 2025 was $ 27,921 and $ 82,854 respectively.

Effective July 15, 2020, the Company entered into

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The total outstanding

accrued compensation as of June 30, 2025 and December 31, 2024 was $ 2,320,500 which is included in, accrued expenses – related parties,

in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The total interest accrued for the three and six

months ended June 30, 2025 was $ 28,927 and $ 57,536 , respectively.

On January 2, 2024, the Company entered into an employment

agreement with Matthew T.

accrued compensation as of September 30, 2025 and December 31, 2024 was $ 2,320,500 which is included in, accrued expenses – related

parties, in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The total interest accrued for the

three and nine months ended September 30, 2025 was $ 29,245 and $ 86,780 , respectively.

On January 2, 2024, the Company entered into an

employment agreement with Matthew T.

Shafer, the Company’s Chief Financial Officer.

Pursuant to the employment agreement, Mr.

Shafer is entitled

to an annual base salary of $ 228,000 , which may be increased from time to time, provided that the base salary shall increase by a minimum

of 10% after each of the first two years of service.

is entitled to an annual base salary of $ 228,000 , which may be increased from time to time, provided that the base salary shall increase

by a minimum of 10% after each of the first two years of service.

Accordingly, Mr.

Shafer’s base salary was increased to $250,800 effective as

of January 1, 2025.

He is also eligible for consideration for a one-time achievement bonus equal to 35% of base salary within sixty (60)

days upon our company uplisting to a national securities exchange.

In addition, he is also eligible for an annual target bonus equal to

25% of base salary based on the achievement of certain performance goals and annual stock option grants.

There was no outstanding accrued

compensation as of June 30, 2025 and December 31, 2024.

The Company entered into a management agreement effective

May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $ 372,000 to one of the three doctors,

$ 450,000 to the second, and $ 372,000 to the third doctor.

Collectively, as a group, such principals will receive an annual cash bonus

and stock equity set forth below, which will be conditioned upon the Company achieving 100% of the annual objectives of financial performance

goals as set forth below.

The Company did not record an accrual for the bonus for the six months ended June 30, 2025 and the year ended

December 31, 2024, as the financial performance objectives were not expected to be met.

Shafer’s base salary was increased to $250,800

effective as of January 1, 2025.

He is also eligible for consideration for a one-time achievement bonus equal to 35% of base salary within

sixty (60) days upon our company uplisting to a national securities exchange.

In addition, he is also eligible for an annual target bonus

equal to 25% of base salary based on the achievement of certain performance goals and annual stock option grants .

There was no outstanding

accrued compensation as of September 30, 2025 and December 31, 2024.

The Company entered into a management agreement

effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $ 372,000 to one of the three

doctors, $ 450,000 to the second, and $ 372,000 to the third doctor.

Collectively, as a group, such principals will receive an annual cash

bonus and stock equity set forth below, which will be conditioned upon the Company achieving 100% of the annual objectives of financial

performance goals as set forth below.

The Company did not record an accrual for the bonus for the nine months ended September 30, 2025

and the year ended December 31, 2024, as the financial performance objectives were not expected to be met.

Schedule of annual objectives of financial performance goals

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business, financial condition, or operating results.

At June 30, 2025, the Company had federal and state

net operating loss carry forwards of approximately $ 21.2 million that expire in various years through the year 2040.

Due to current period

losses and carryforwards of past net operating losses, there is no provision for current federal or state income taxes for the three and

six months ended June 30, 2025 and 2024.

At September 30, 2025, the Company had federal

and state net operating loss carry forwards of approximately $ 21.2 million that expire in various years through the year 2040.

current period losses and carryforwards of past net operating losses, there is no provision for current federal or state income taxes

for the three and nine months ended September 30, 2025 and 2024.

Deferred income taxes reflect the net tax effects

5 unchanged sentences

been fully offset by a valuation allowance.

The OBBBA, which was enacted on July 4, 2025, makes numerous tax changes.

does not expect the tax provisions of the OBBBA will have a material impact on the Company’s effective tax rate.

SEGMENT REPORTING

As of June 30, 2025, the Company 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 September 30, 2025, the Company 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)

Real Estate (Edge View)

These segments are a result of differences in the

nature of the products and services sold.

These segments are a result of differences in

the nature of the products and services sold.

Their operating results are regularly reviewed by the Company’s chief operating decision

3 unchanged sentences

to the two operating segments.

The healthcare segment provides a full range of diagnostic

and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and

The real estate segment consists of Edge View, a real

estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density

residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi

County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners

to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.

The accounting policies of the segments are the same

as those described in Note 1.

The healthcare segment provides a full range of

diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,

The real estate segment consists of Edge View,

a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned

high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres

zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common

area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.

The accounting policies of the segments are the

same as those described in Note 1.

Summary of Significant Accounting Policies.

Management uses revenues, cost of sales, operating expenses,

income (loss) from subsidiaries 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 business.

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

resources accordingly.

Management uses revenues, cost of sales, operating

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

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 business.

Additionally, management monitors key metrics primarily revenues and income from operations in

order to allocate resources accordingly.

Schedule of revenues and net income from operations

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Consolidated assets

Three Months Ended June 30,

Three Months Ended September 30,

Consolidated revenues

10 unchanged sentences

Loss from operations from Cardiff Lexington

( 1,000,224 )

Total income (loss) from operations

3 unchanged sentences

( 2,787,802 )

( 2,112,165 )

Consolidated loss from continuing operations

1 unchanged sentence

$ ( 1,977,968 )

Six Months Ended June 30,

Nine Months Ended September 30,

Consolidated revenues

13 unchanged sentences

( 2,255,914 )

Total income from operations

Total income (loss) from operations

$ ( 525,651 )

Income (loss) before taxes

7 unchanged sentences

Corporate, administration and other non-operating expenses includes corporate selling, general and administrative expenses such as noted above as well as interest, amortization of notes payable discount and gain on settlement of debt.

SUBSEQUENT EVENTS

The Company has evaluated its operations subsequent to September 30,

2025 to the date these consolidated financial statements were available to be issued and determined the following subsequent event and

transaction required disclosure in these consolidated financial statements.

Effective October 1, 2025, the Company and Nova entered into amendment

4 to the purchase and security agreement with DML which further increased the maximum advance amount to $23,000,000 (See Note 7.

and Loan Payable ).

On October 31, 2025, the Company entered into a service agreement with

Greentree Financial Group, Inc.

(“Greentree”), pursuant to which the Company engaged Greentree to provide certain advisory

services relating to, among other things, the Company’s planned uplisting to a national securities exchange (the “Uplisting”).

As compensation for its services, Greentree shall receive (i) 50,000 shares of common stock, which were issued on November 3, 2025, (ii)

200,000 shares of common stock within two days after the Uplisting and (iii) a three-year warrant to purchase 100,000 shares of common

stock at an exercise price of $3.00 (subject to adjustments), which shall vest 30 days prior to the Uplisting, which was issued on October

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 1. Financial Statements