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 2022-11-01
 2022-11-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number 333-194337

 MediXall Group, Inc.

 (Exact name of registrant as specified
in its charter)

 Nevada

 33-0864127

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification No.)

 104 N 4 th Street

 Leesburg, Florida 34748

 (Address of principal executive offices) (Zip
 Code)

 800 - 381-1787

 (Registrant's telephone number,
including area code)

 Securities registered pursuant to Section
12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered pursuant to Section
12(g) of the Act:

 None

 (Title of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes
 No

 The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter
(June 30, 2024) based upon the closing sale price of the registrant's common stock on the OTCPK that day was $ 95,853 as computed
by reference to the price at which the common equity was last sold, which was $0.0006 on that date.

 As of January 22, 2025, there were 216,670,067
shares of the registrant's common stock outstanding.

 Subsequent to December 31, 2023, the Company
converted $4,363,458 of convertible debentures to common stock, of which $177,500 remain to be converted.

 DOCUMENTS INCORPORATED BY REFERENCE

 NONE

Group, Inc.

 ANNUAL
REPORT ON FORM 10-K

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 TABLE
OF CONTENTS

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 RESERVED

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary.

 SIGNATURES

 OTHER
 PERTINENT INFORMATION

 We maintain one website healthkarmagroup.com.
Information on this website is not a part of this report and is not incorporated herein by reference.

 Unless
specifically set forth to the contrary, when used in this Annual Report on Form 10-K the terms "MediXall", the "Company,"
"we", "us", "our" and similar terms refer to MediXall Group, Inc., a Nevada corporation, and its subsidiaries.
The Company has the following wholly owned subsidiaries: (1) Health Karma, Inc. which was established in 2020 to carry out the operations
of MediXall Group Inc., (2) Medixaid, Inc., (3) MediXall.com, Inc., (4) IHL of Florida, Inc., which is dormant, and (5) Medixall Financial
Group, which is dormant.

i

 Forward-Lookin g Statements

 This
Form 10-K contains forward-looking statements. Forward-looking statements discuss matters that are not historical facts. Because they
discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe,"
"estimate," "intend," "could," "should," "would," "may," "seek,"
"plan," "might," "will," "expect," "predict," "project," "forecast,"
"potential," "continue" negatives thereof or similar expressions. Forward-looking statements contained in this
Report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future
and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
level of activity, performance, or achievement to be materially different from the results of operations or plans expressed or implied
by such forward-looking statements.

 Such
forward-looking statements include statements regarding, among other things, matters associated with:

 our ability to continue as a going concern;

 our history of losses which we expect to continue;

 the significant amount of liabilities due to related parties;

 our ability to raise sufficient capital to fund our company;

 our ability to integrate acquisitions and the operations of acquired companies;

 the limited experience of our management in the operations of a public company;

 potential weaknesses in our internal control over financial reporting;

 increased costs associated with reporting obligations as a public company;

 a limited market for our common stock and limitations resulting from our common stock being designated
as a penny stock;

 the ability of our board of directors to issue preferred stock without the consent of our stockholders;

 our management controls the voting of our outstanding securities;

 the conversion of shares of Series A and B preferred stock will be very dilutive to our existing common
 stockholders;

 risks associated with and unique to health care;

 risks associated with stability of the internet, data security, exposure to data breach,
and

 risk associated with using third-party providers for the deliverables of our
products and services.

 This
information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or
achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking
statements. These statements may be found at various places throughout this Annual Report on Form 10-K including, but not limited to
the discussions under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business."
Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including,
without limitation, the matters described in this Annual Report on Form 10-K generally.

 Although
forward-looking statements in this Form 10-K reflect the good faith judgment of our management, forward-looking statements are inherently
subject to known and unknown risks, business, economic and other risks, and factors that may cause actual results to be materially different
from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results
to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place
undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-K.

 We
assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the
date of this Form 10-K, other than as may be required by applicable law or regulation.

ii

 ITEM
1. BUSINESS.

 Overview

Group, Inc. (OTCPK:MDXL) (the "Company "or "MediXall") was incorporated on December 21, 1998 under the laws of
the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company's
operating strategies.

Group, Inc. is an innovation-driven solutions company purposefully designed and structured around delivering practical, value-based,
customized solutions to individual members, employers, and organizations which will enhance their overall physical health, mental health
and well-being, increase productivity, and help control the cost of care of the individual, the employer, or organization. Our unique,
tailored, proactive solutions are accessed anytime, anywhere, through our proprietary Member Portal; thereby delivering timely, quality
care to individuals, employees, and members.

 Our
operating subsidiary is Health Karma Inc. ("Health Karma"). Its name merges "health" with "karma"
as our mission is to enhance the physical and mental health and well-being of our clients and members. Our branding focus is around 1 st
 Moment ("1 st Moment"). Most healthcare companies focus on the downstream of the healthcare system
after a healthcare event has occurred. Health Karma is positioned to address the 1 st Moment a healthcare event occurs. It
is in providing preemptive proactive solutions in shaping the success of mental, physical, and social well-being outcomes in the first
moment of any healthcare situation which best determines the cost of and success of the outcome. Our solutions have a far-reaching impact,
benefiting a diverse array of stakeholders, including corporations, Third Party Administrators (TPA's), insurance companies, healthcare
benefits providers and resellers, Professional Employer Organizations (PEO's), first responders, public safety agencies, educational
institutions (including students, faculty, and staff), as well as associations and organizations.

 By
leveraging our expertise, experience, and cutting-edge methodologies, we empower individuals and organizations to establish a solid foundation
for mental, physical, and social well-being. This, in turn, enables our clients to mitigate risks, improve productivity, and foster healthier
environments. Health Karma is dedicated to delivering comprehensive solutions tailored to the unique needs of each stakeholder, ultimately
driving positive change and substantial cost reductions. As we continue to evolve and innovate, our commitment to enhancing the "first
moment" response remains unwavering, ensuring improved overall outcomes and lasting benefits for our valued clients.

 The
Company generated minimal revenue in 2022 as its online healthcare platform was still in the application and development stage. During
2023, the Company had undergone a nearly complete change in the Board of Directors, its management, and its operations. Although this
change has been challenging, this shift has led to significant financial growth. In fact, the Company's revenue in 2023 was $309,422
which is over 5 times the 2022 revenue of $59,268.

 The new management has taken
decisive steps to reduce costs by moving its business office, continuing the remote work strategy started under pandemic conditions, and
significantly reduced the number of employees by procuring out-sourced marketing expertise, its AI-driven User Experience/User Interface
(UX/UI) platform, as well as its IT development and maintenance. This effort has resulted in reducing the net loss in 2023 by 2.3 million
to $4,563,406 in 2023 versus a net loss of $6,830,415 in 2022.

 Our
Solutions: Who We Serve

 Currently
Health Karma is focused on providing the 1 st Moment Solutions along with our various product SKUs and Value-added Enhancements
to service the following categories:

 Organizations
desiring Mental, Behavioral, & Emotional Health Support

 It
is common knowledge that the mental health crisis was exacerbated by the COVID-19 pandemic. A CNN/Kaiser Family Foundation poll shows
90% of Americans feel we are in a mental health crisis. A report in JAMA Health Forum has noted that 38% more people are in mental health
care since the onset of the pandemic than before. Consider these facts from a comprehensive study by the National Council for Mental
Wellbeing:

 The demand for mental health services is stronger than
ever, with nearly six in 10 (56%) Americans seeking or wanting to seek mental health services either for themselves or for a loved one.

 Mental health services in the U.S. are insufficient
despite more than half of Americans (56%) seeking help.

 While most Americans have heard of telehealth as an
option for treating mental health issues, only 7% have reported using it. When asked if they would be open to using telehealth, almost
half, or 45%, of Americans who have not already tried telehealth services said they would be open to the idea of trying a service to address
a current or future mental health need.

 The
behavioral health market has traditionally been underserved for a number of reasons, including as a result of inadequate access, a limited
universe of qualified providers, high cost and social stigma. That is why we created our Behavioral 1 st
 Moment Solutions to focus on providing mental health care exactly when and how is needed, instead of waiting days or
weeks for an appointment to see a mental health provider. We believe this specialized offering
for behavioral health can help to remove or reduce the burdens associated with traditional face-to-face mental health services by improving
convenience through confidential immediate 24/7/365 access to master's-level behavioral health clinicians.

 Most
other telehealth behavioral health offerings can be accessed 24/7/365 to either schedule a consultation or await a call-back when a clinician
is available. Because of the size and scale of our behavioral health providers, our Behavioral 1 st Moment Solutions
provide immediate 24/7/365 in-the-moment access to master's level clinicians from anywhere in the U.S. via telehealth, or via a
scheduled video consultation on a secure platform.

 Our
 Behavioral 1 st Moment Solutions includes the following options to both our member and their immediate family:

 Virtual 24/7/365 immediate on-demand telephonic
or secure video consultation with master's level behavioral health clinicians to address any emotional or behavioral health
concern such as anxiety, stress, depression, addiction, bullying, grief, and other life/work balance issues.

 On-going scheduled short-term therapy sessions with
the same clinician.

 Access to a psychiatrist or psychiatric nurse practitioner
to provide psychiatric medication management at a discounted fee.

 Distracted
and Injured Employees

 Work
comp cost and claims are a major issue for all businesses but especially for Small to Midsize Businesses (" SMBs"):

 The National Safety Council estimates that the total cost of work injuries in 2020 was $164 billion;
representing a cost of $1,100 per employee.

 Further the Council estimates that a US worker is injured every 7 seconds which
equates to 7 million work-related injuries per year.

 If work comp fraud were a legitimate business, it would rank among Fortune 500 companies according to
Property Casualty 360.

to the Assurance Agency estimate, 70% of physical workplace injuries are minor and do not require sending the injured worker to Urgent
Care or the ER which results in the incident becoming a work comp claim. Overextension, slips, trips, falls, contact with equipment account
for 86% of injuries according to the NCCI. Many of these incidents can be mitigated from becoming a work comp claim by providing immediate
medical attention from a licensed medical practitioner who may prescribe home or self-care versus sending the injured employee to Urgent
Care or the ER.

 Our
 Workers 1 st Moment Solution is a pre-claim, preemptive, 24/7/365 solution for both physical and mental injuries and
incidences to reduce work comp claims, costs, fraud, and unnecessary and over-utilized case management. Our solution incorporates virtual
telephonic or secure app 24/7/365 to licensed Registered Nurses who immediately triage the injury and provide the appropriate level of
care for the injury. Over 40% of the time the Registered Nurse can provide home or self-care to the injured employee. Plus, all triage
calls are recorded and accessible for future use which assists to mitigate wok comp fraud.

 If
the injured worker is directed to Urgent Care or the ER, then a work comp claim is established which requires filing all the required
state and OSHA work comp reports, which is a huge burden for SMBs. Liberty Mutual estimates that delayed reporting of an injury by one
week increases claims by 10%, & 30 days by 50%. With our Workers 1 st Moment Solution, immediately after the triage,
the Registered Nurse prepares and distributes all the required reports including the Incident Report, Provider Notice, First Report of
Injury, the required OSHA reports, plus any other state-specific required reports.

to Workers Compensation.com, 75% of employees struggle with an issue which affects their mental health. Our solution combines behavioral
health consultations to mitigate the primary reasons injuries happen in the workplace which is distracted employees. This is provided
with our Workers 1 st Moment Solution by virtual 24/7/365 immediate on-demand consultation with master's-level
behavioral health clinicians to address employees emotional and behavioral issues thereby keeping them focused, on-the-job and safe.

 Support
of First Responders, Healthcare, Security, Military

to the Center for Disease Control, First Responders, including law enforcement officers, firefighters, emergency medical services (EMS)
clinicians, and public safety telecommunicators, are crucial to ensuring public safety and health. First Responders may be at elevated
risk for suicide because of the environments in which they work, their culture, and stress, both occupational and personal. This stress
can be acute (associated with a specific incident) or chronic (an accumulation of day-to-day stress). Occupational stress in First Responders
is associated with increased risk of mental health issues, including hopelessness, anxiety, depression, post-traumatic stress, as well
as suicidal behaviors such as suicidal ideation (thinking about or planning suicide) and attempts. First Responder depression is real,
with 13% suffering in some way. Twenty-six percent display signs of post-traumatic stress disorder (PTSD) and 25% are at high risk for
suicide

to a survey done by the International Association of Fire Fighters, 22% will fit criteria for PTSD during their career, and individuals
with PTSD are 6 times more likely to attempt suicide. Around 75% of police officers have reported experiencing a traumatic event, but
less than half of them told their agency about it (Fleischmann et al., 2016), while an estimated 125 to 300 police officers commit suicide
every year. EMS technicians are 1.39 times more likely to die by suicide than the public. And regarding public safety telecommunicators
and 911 operators, studies have found that between 17% and 24% of public safety telecommunicators have symptoms of PTSD and 24% have
symptoms of depression.

 And
not just First Responders. According to Medscape, approximately one doctor a day commits suicide; and on average 10% have thoughts of
suicide. Over 5% of nurses experienced suicidal ideation; it was estimated that nurses had significantly higher odds (38 %) of having
suicidal thoughts than other workers. And according to the American Addiction Centers, on average about 17 Veterans commit suicide each
day.

 This
population needs support to address the stress, anxiety, depression, and suicide ideation on them and their immediate family. And they
need a solution which is confidential and anonymous as according to a 2019 study of over 7,000 fire fighters by the International Association
of Fire Fighters, 81% said they would not seek mental health care from their department or peer support for fear they will be seen as
weak or unfit for duty.

 Responders
1 st Moment Solution was created to help First Responders, public safety, hospital employees, security personnel, active
military, veterans and their families through emotional and behavioral health concerns. Our solution includes:

 A Trauma Helpline which provides 24/7/365 confidential,
informal, and anonymous consultations with behavioral health clinicians experienced in critical incident stress management and guides
the individual to compartmentalize trauma.

 Behavioral Health Consultations for all immediate family members of the First Responders to address
and alleviate work or personal behavioral/emotional health issues.

 Behavioral Risk Management Consultations to provide frontline management with professional support to
quickly identify, deal with, and deploy appropriate resources for "at-risk" employees.

 Peer Support, Wellness, HR Consultations to provide
guidance for intervention strategies, helps determine when a situation is emergent or high-risk, strategizes how to refer/connect a fellow
responder to a clinician trusted by the agency/employer.

 Support for Students, Faculty,
Staff

 The
mental health crisis extends to students, as the National Alliance on Mental Health in 2019 estimates that 64% of college students withdraw
from education due to mental health-related reasons. According to the first National College Health Risk Behavior Survey, 10.3% of respondents
reported seriously considering attempting suicide, 6.7% had made a suicide plan, and 1.5% reported they had attempted suicide one or
more times in the 12 months preceding the survey. This shows that suicidal behavior falls on a continuum. And it's not just the
students. According to a 2024 survey by Timely Care, 55% of faculty and staff are experiencing mental health issues, such as depression,
anxiety, or stress.

 Our
 Academic 1 st Moment Solution for students, faculty, and staff was created for universities and high school districts
to delivers the following confidential and anonymous support to their student base as well as the faculty and staff:

 24/7/365 confidential and anonymous in the moment tele- or secure video
behavioral health consultations and assessments by experienced master's level clinicians

 Consultation and training for faculty and staff to help identify and provide
support for "at-risk" students

 Referral if required to additional mental health care and treatment if assessed
as necessary

 Medical benefit coordination with the student's or parents'
health coverage if required

 Customized
Solutions Tailored to the Needs and Pain Points of our Clients

 The
mission of Health Karma is to enhance the health and well-being of our clients. And we do not adhere to the "one size fits all"
philosophy. Unlike most others in our industry which offer specific programs and solutions, we believe in the power of customization.
This is why we prioritize a client organization crafting our 1st Moment Solutions to specifically design the solution which meets
the unique needs and desires of the organization. With Health Karma, the path to optimal health and well-being is the organizations to
define.

 In
2023, we totally redesigned our database and IT system such that an organization can easily choose the specific products and options
which best addresses its needs and pain points

 Our
 1 st Moment Solution s provide our members with convenient and affordable access to best-in-class care, whenever and
wherever, while driving down overall healthcare costs. We provide a comprehensive way to offer supplemental health benefits to any and
all employees, including part-time and gig workers, which include independent contractors, on-demand platform workers (ie Uber, Lyft,
etc.), freelancer, and other temporary workers, who typically are not eligible for benefits. Our customized 1 st Moment
Solutions are ideal for the small companies who cannot afford to provide health insurance to their employees as well as an adjunct
for high-deductible health insurance plans.

 Our
customizable 1 st Moment Solutions include:

 Scheduled Virtual Primary Care with a dedicated licensed
MD

 24/7/365 access to Virtual Urgent Care with a licensed
MD

 24/7/365 access to licensed master's level behavioral
health clinicians

 24/7/365 access to veterinarians for dogs and cats

 24/7/36 access to Registered Nurses for workplace injuries

 Plus,
an organization can customize its solution with any of our Value-added Enhancements which include Rx, Vision, Dental, Hearing as well
as other health and well-being savings.

 Our
Revenue Generation

 Our
product offerings operate on a monthly subscription model, typically involving 12-month agreements. This structure provides us with significant
revenue stability and visibility.

 Under
our per-membership-per-month ("PMPM") or per-employee-per-month ("PEPM") subscription models, we enter into contracts
with companies, organizations, associations, and resellers. These entities pay a monthly fee based on the number of active memberships
each month.

 This
approach offers our members and their dependents unlimited access to a broad range of services without additional fees for increased
utilization. The membership covers comprehensive support for mental, physical, and social well-being. However, services outside the membership
scope may incur extra charges. Our revenue model fosters strong revenue stability by establishing long-term commitments with clients,
creating mutually beneficial partnerships. The predictable monthly fees and long-term contracts enhance revenue visibility and forecasting
accuracy. This allows us to efficiently allocate resources to meet client needs, ensuring high-quality service delivery throughout the
contract period.

 Our
Market Opportunities: Size and Trends

 The
U.S. health care spending grew 4.1 percent in 2022, reaching $4.5 trillion or $13,493 per person. As a share of the nation's Gross
Domestic Product, health spending accounted for 17.3 percent according to The National Health Expenditure Accounts (NHEA). By 2031, the
total health expenditure of the United States is forecasted to reach some 7.1 trillion U.S. dollars according to Statista. Below summarizes
the specific opportunities which Health Karma is focused upon.

 The
Mental Health Crisis in the United States

 The
United States is currently facing a severe and escalating mental health crisis, necessitating immediate attention. According to the National
Institute of Mental Health 2021, astonishingly, around 1 in 5 adults, or approximately 51.5 million individuals, experience mental illness
each year. Depression, affecting over 17.3 million adults, stands out as one of the most prevalent mental health disorders. These figures
demonstrate the widespread impact and urgency of the situation.

to a Deloitte analysis, the economic burden of mental health inequities in the United States could reach $477.5 billion in 2024 and $1.3
trillion by 2040. This could amount to a cost of roughly $42,000 per person in the US. A separate study by HealthDay News estimates
that mental illness costs the US economy $282 billion annually, which is about 1.7% of the country's annual spending. The National
Council for Mental Wellbeing comprehensive study shows the demand for mental health services is stronger than ever, with nearly 6 in
10 (56%) Americans seeking or wanting to seek mental health services either for themselves or for a loved one.

 These
significant statistics, unequivocally underscore the urgent need to address the mental health crisis in the United States. It is crucial
to focus efforts on implementing comprehensive and innovative solutions which mitigate the economic, social, and personal consequences
of this crisis while promoting improved mental well-being for all.

 Evolving
Attitudes Among Individuals and Employers Towards Virtual Telehealth

 Supported
by increasing deregulation and broad societal shifts, demand for and provision of virtual medical and behavioral health services is surging.
Telehealth and telemedicine enables more efficient allocation and utilization of existing clinical resources that could otherwise go
unused. With an aging population requiring more complex care and a younger generation that is accustomed to digital technology, telehealth
offers an efficient way to leverage finite resources.

 While
telemedicine visits have since declined for their peak during the COVID 19 Pandemic, according to a recent JAMA article, recent estimates
suggest steady use. In 2021 and 2022, 20% and 39% of adults respectively had telemedicine health care encounters.

 While
most Americans have heard of telehealth as an option for treating mental health issues, only 7% have reported using it. When asked if
they would be open to using it, almost half, or 45%, of Americans who have not already tried telehealth services said they would be open
to the idea of trying a service to address a current or future mental health need according to the National Council of Mental Wellbeing.

 Work
Comp Industry Fraud, Waste, and Abuse

to IBISWorld, the US workers' compensation insurance industry was valued at $55 billion in 2023. Workers' compensation insurance
premiums are a significant cost of doing business. When combined with payroll tax requirements, some employers may incur costs of 60%
to 70% of their payroll for insurance and taxes.

 However,
fraud, waste, and abuse is an unfortunate fact of life for workers' compensation payers who must contend with a variety of issues
that drive up costs, compromise care for injured workers, and undermine the workers' compensation system. According to The Coalition
Against Insurance Fraud, workers' compensation insurance fraud costs are estimated to be $34 billion per year, with $25 billion
attributed to employer fraud and $9 billion attributed to worker fraud. Worker fraud is when an employee misrepresents
the facts of an injury in some way, such as exaggerating symptoms to prolong paid time off, making a claim for an injury that occurred
outside of work, or faking an illness or injury altogether.

 Possibly
the most expensive type of fraud that impacts workers' compensation payers is healthcare/provider fraud. Work comp payers must
provide all necessary medical care for injured workers, which makes them highly susceptible to healthcare system fraud, which is estimated
to total $100 to $300 billion per year across public and private payers, according to the National Healthcare Anti-Fraud Association.
 The range of medical products and services needed for injured workers' recovery is broad and
the opportunities for fraud, waste, and abuse in workers' comp healthcare are many.

 The
best way to address this issue along with the unnecessary and overutilized case management in work comp is by providing a pre-claim,
preventive work comp solution to address the fact that according to the Assurance Agency estimate, 70% of physical workplace injuries
are minor and do not require clinical intervention which results in the minor injury becoming a work comp claim.

 Healthcare
is a Top Priority for Employers

 To
attract and retain staff, employers are looking to make significant investments in health benefits; yet, as commercial insurance costs
have reached record highs, employers and employees remain frustrated. Barriers to accessing timely care during the day and after business
hours cause employees to miss work and lose productivity. As a result, many employees self- direct themselves to higher cost settings
such as emergency rooms. Efficient healthcare needs to be available 24/7/365 from anywhere that employee happens to be.

 Rising
health care costs are causing many employers to question whether they can afford to offer health benefits to their employees. According
to the Kaiser Family Foundation's 2023 Employer Health Benefits Survey, it costs up to $23,968 each year for employer-sponsored
family health coverage for covered workers in small firms. The International Foundation of Employee Benefits Plans found that employers
are projecting a 7% hike for healthcare costs in 2024, while Aon projects healthcare costs could increase as high as 8.5%

 As
costs continue to rise, a common way to offset them is to adjust benefits, such as increasing deductibles or copays, lowering coinsurance
and increasing out-of-pocket limits. At a certain point, when the benefits become too lean, employees' perception of their benefits
deteriorates.

 Health
Insurance is Tailored to Large Enterprises More Significantly than Small Businesses

 Small
businesses — defined as 500 employees or less by the US Small Business Administration (SBA) — are a key part of economic
growth and job creation in the United States. According to the SBA as of January 2024, there are over 33 million small business in the
US, making up 99.9% of all US businesses and providing employment for 61.6 million Americans which is 46.4% of private sector employees,
and contribute significantly to the American economy.

 More
jobs are also traditionally created by small businesses and new company formation than by large corporations. Since the first quarter
of 2021, small businesses have accounted for 53 percent of 12.2 million total net job creation across all firm sizes per the US Bureau
of Labor Statistics.

 Yet
most health insurance providers focus primarily on creating solutions and businesses models targeting large self-insured employers and
payors, leaving the small-to-midsize employer (SMBs) and individual market completely underserved. We believe there are three reasons
why existing providers haven't focused on this market. First, SMBs are fragmented and hard to reach. Relative to the value they
bring in, the cost of reaching and serving them has traditionally been too high to warrant the effort unless you can sell multiple products
to them. Second, there is significant signup friction for benefits and healthcare products. Lastly, benefits products can be costly for
SMBs to offer to employees, which results in many just forgoing benefits altogether. The lack of access to simple, low-cost healthcare
and benefits solutions has had a significant impact on the recruitment and retention efforts of SMBs and the well-being of their employees.

 Further
without advantages such as a larger pool of insured employees, more bargaining power with health insurance companies, and the benefit
of full-time human resources personnel, small-business owners are often left with little recourse and few options when a health insurance
carrier hikes costs. In addition, many small employers have been hanging on during the pandemic and are just starting to rebound. They
may not be able to afford full insurance, but they need their employees to stay, as turnover is costly.

 We
believe where there is a gap, there is an opportunity. This is why we have put tremendous focus into building a customized health and
well-being platform to address any size company including and especially SMBs.

 The
Rise of the Independent Worker, Freelancer, and 1099 (Changing Workforce)

 With
the slow transition away from traditional employment and rise of independent labor over the past decade, the U.S. economy has experienced
a significant shift in how employees choose to work. The pandemic has served as a catalyst for deeper change with respect to Americans'
embrace of the gig economy. The gig economy is characterized by short-term, flexible jobs that businesses offer to freelancers and independent
contractors instead of traditional, full-time employees. What seemed like a gradual uptick in interest for freelance and gig work up
until 2019 has now exploded into the mainstream.

 While
approximately 156 million Americans, about half the U.S. population, gets health insurance through an employer, now more than one-third
of the workforce works in the gig economy full- or part-time. According to Upwork, 64 million Americans freelanced in 2023, which is
an all-time high and represents 38% of the US workforce. This is an increase of 4 million from 2022. And this trend is continuing
as over 85% of freelancers say the best days are ahead for freelancing, and according to Statista, this number is expected to swell to
90 million by 2028.

 Despite
the trend however, this group of people are underserved from a health coverage standpoint compared to W2 full-time employees. Per a study
by the Medical Expenditure Panel Survey, one in four self-employed workers lack health insurance coverage. Consequently, it is imperative
to identify ways to improve health care insurance access for self-employed working-age US adults.

 The
 Under and Non-Insured

 And
then there is the growing under and non-insured adults. According to findings from the Commonwealth Fund Biennial Health Insurance Survey in
2022, 43% percent of working-age adults were inadequately insured. These individuals were either uninsured (9%), had a gap in coverage
over the past year (11%), or were insured all year but were underinsured, meaning that their coverage didn't provide them with affordable
access to health care (23%).

 Further,
46% of respondents said they had skipped or delayed care because of the cost, and 42 % said they had problems paying medical bills or
were paying off medical debt. Half (49%) said they would be unable to pay for an unexpected $1,000 medical bill within 30 days.

 These
promising macro-economic trends and our expanding capabilities in health and well-being solutions together create substantial opportunities
for on-demand, consumer-driven healthcare to tackle the most pressing and universal healthcare challenges. Health Karma is uniquely positioned
to address these challenges through our affordable, easily accessible online health and well-being solutions. By aligning with consumer
demand, our offerings provide health plans, employers, the independent freelance worker as well as the under and non-insured with cost-effective
alternatives which not only meets their beneficiaries' needs but also addresses critical pain points such as workers' compensation claims
and related costs.

 Our
 Market Channels:

 Below
are the various market channels we are using to address the various Market Opportunities;

 Employer
 Groups

 Providing
health benefits to employees is costly, complicated, and time-consuming for SMBs. While larger organizations are starting to realize
the cost of traditional group health insurance is becoming unsustainable, the annual rate hikes and increasing premium prices are even
more of a concern for SMBs with smaller budgets to dedicate to their employees' healthcare.

 Small
and medium-sized businesses (SMBs) often struggle to meet the minimum participation requirements for group health insurance plans. This
challenge arises because many employees are covered under parents' insurance, qualify for Medicare, or simply opt out of group plans.
Additionally, SMBs' reliance on part-time and 1099 contract workers further limits eligibility for traditional health insurance. Health
Karma offers a flexible health benefits solution tailored for SMBs. Our platform provides comprehensive benefits, resources, tools, and
advantages typically available only to large corporations. With Health Karma, SMB owners can afford solutions that contribute to healthier
and happier employees. With fewer tiers in the organization's hierarchy and less people involved in the decision-making process,
one of the benefits to working with SMBs is they generally have a much quicker buying process than larger employers.

 Health Karma is focused on 3 types of
employers

 Employers that don't offer insurance or that
have a high number of part time, 1099, or employees without social security numbers. These types of employees face significant challenges.
These types of employees often represent the highest turnover, which incurs substantial costs. Traditional health insurance plans do not
consider these employees eligible for benefits, and even if they were, the expense of health insurance remains prohibitively high. These
employers likely want to provide some form of benefits to reduce turnover and associated costs but find current options unaffordable.

 Employers that offer health insurance coverage that
have a high deductible. Due to persistent double-digit increases in health insurance costs, many companies have been forced to raise
deductibles annually. As a result, it is common to see plans with deductibles as high as $3,000 for individuals and $6,000 for families.
This creates a significant financial burden for employees, who may hesitate to seek necessary mental health counseling or medical care
due to out-of-pocket costs. These financial constraints, coupled with rising expenses for essentials such as gas, food, and rent, can
deter employees from addressing health issues early. Unaddressed health concerns often escalate into crises, leading to lost work time,
reduced productivity, and additional costs for employers.

 Employers that have high Workers Comp claims.
According to the National Safety Council, in the United States in 2021, a worker was injured on the job every 7 seconds, leading to approximately
7 million workplace injuries annually and total costs exceeding $160 billion. Around 70% of these injuries are minor and do not require
clinical intervention. The primary causes—overexertion, slips, trips, falls, and contact with equipment—account for 86% of
all workplace injuries. The issue is further complicated by fraudulent injury claims, often driven by aggressive litigators, which if
considered a legitimate business, would rank among Fortune 500 companies. Small and medium-sized businesses (SMBs) face significant challenges
in managing these injuries due to limited resources, often resorting to urgent care or emergency room visits regardless of injury severity.
Additionally, compliance with state workers' compensation regulations and OSHA injury reporting requirements imposes a substantial burden
on smaller businesses that lack dedicated risk management personnel.

 Health
Insurance Brokers, General Agencies, Third Party Administrators,
and Insured Health Benefits Providers

 Most
employers do not manage benefits selection alone; thousands of licensed and trained insurance brokers serve as trusted advisors to small
and large businesses, guiding them through the complexities of benefits management. According to National Small Business Association,
80% of small and midsize businesses rely on insurance brokers for benefit management. These brokers act as key intermediaries between
insurance carriers and the widely dispersed SMB population, which often lacks the dedicated personnel and technology budgets to make
fully informed benefit decisions on their own. By educating SMBs about their health benefit options, insurance brokers and agents play
a crucial role in helping clients select the right products.

 In
the sales, education, and distribution of health benefits to small and mid-size employers, individuals, associations, and some large
employers, insurance brokers play a crucial role. Brokers engage directly with business owners and human resources teams to sell or renew
policies, adjusting based on specific needs. These relationships are often cultivated over many years, with companies relying heavily
on their brokers for annual advice on benefit packages. Additionally, brokers seek to expand their business by offering unique benefits
that attract new clients. It is common for employers to consult with their brokers before adding any new health benefit.

 To
enhance and accelerate the expansion of our health insurance broker relationships, we partner with general agencies, managing general
agents, insured health benefits providers, and third party administrators. These organizations offer brokers the administrative support,
product education, and foundational resources needed to grow their business. By collaborating with these entities, we gain access to
hundreds of brokers without the need to individually onboard and train each one. This approach significantly streamlines our expansion
efforts and maximizes our reach in the market.

 In
addition, our unique Health Karma 1st Moment Solutions have attracted the interest of health insurance companies, health sharing organizations,
and health benefits providers. These organizations, which we refer to as "resellers," are integrating our solutions into their
product offerings at a wholesale price, enabling them to bundle or package our offerings with their core products and programs. This
strategy allows us to leverage their extensive sales and marketing efforts, thereby amplifying our reach and impact in the marketplace.

 Associations,
Chambers, PEO's, Other Membership Organizations

 Our
distribution strategy significantly benefits from our partnerships with Associations, Chambers of Commerce, Professional Employer Organizations
(PEOs), and similar entities, allowing us to effectively reach highly targeted member populations and expand our market presence. These
organizations typically generate revenue through member dues and non-dues revenue, and Health Karma enhances both streams. By entering
agreements with us, these organizations can offer Health Karma 1st Moment Solutions to their end-user customers or members as a benefit,
reward, loyalty program component, or part of existing products and services. This integration helps increase member dues and foster
membership growth, while also providing a new source of non-dues revenue through a revenue-sharing model on new memberships driven by
the organization. Our partnerships thus enhance the value proposition for members and create tangible financial benefits for these organizations.

 Municipalities
and Public Service Departments

to data from the National League of Cities, there are 36,000 municipalities and local governments in the United States, including 18,700
municipalities with populations under 50,000, 16,360 towns and townships, and 4,031 county governments. These smaller municipalities
and governments face the same issues as smaller companies, such as managing many 1099 workers, part-timers, and employees with limited
health benefits, as well as handling workplace injuries, work comp claims, fraud, and reporting requirements. Our Health Karma Solutions
specifically address these issues and pain points.

 When
examining the Public Service Departments and the First Responder market, according to the National Law Enforcement Officers Memorial
Fund, there are over 800,000 law enforcement officers in the U.S.; the U.S. National Fire Department registry reports 1.2 million firefighters,
including 795,000 volunteers; the National Association of State EMS Officials cites 219,000 EMS professionals; and the U.S. Bureau of
Labor Statistics notes approximately 400,000 correction officers, all represented by 75,000 departments or organizations. This constitutes
a significant market opportunity for our Responders 1 st Moment Solutions to address trauma, PTSD, disability, and suicide
ideations among First Responders. Additionally, this does not account for the 800,000 ER nurses and doctors according to Zippia Emergency
Room Statistics and the NIH, or the 2 million active and reserve military personnel reported by Defense Department data, and over 2 million
retired military according to Statista 2023, all of whom can benefit from our solutions.

 Colleges,
 Universities, High Schools

to the National Center for Education Statistics (NCES), there are approximately 6,000 colleges and universities in the U.S., with 4,000
being degree-granting institutions. The National Student Clearinghouse Research Center reports that undergraduate enrollments in 2021
were 17.5 million, representing a nearly 10% decline following the pandemic, and almost 600 institutions have closed over the past three
years. As a result, retention and recruitment have become critical issues for higher education, alongside increasing concerns about supporting
the mental and emotional well-being of their student population. Additionally, the NCES indicates there are approximately 24,000 secondary
or high schools in the U.S. With the mental health crisis impacting both colleges and high schools, the emphasis on providing confidential
emotional and behavioral health support programs is growing. Our Health Karma Academic 1 st Moment Solutions offer an excellent
solution to address this crisis.

 Opportunistic
Mergers & Acquisitions and Product Development

 Health
Karma is well positioned to further expand our solutions through opportunistic acquisitions or product development that responds to the
evolving and expanding needs of our client base. Our technology platform is designed for easy integration with non-native technologies,
offering a single cohesive experience. We plan to take a disciplined approach to strategically acquire complementary capabilities and
service lines, which may include healthcare FinTech platforms, third-party providers. TPA's, wellness and coaching platforms, workers
comp solutions, and other virtual behavioral and care coordination platforms.

 Our
Technology

 The Health Karma's technology infrastructure is a highly
scalable, agnostic platform that integrates all key functions to support ongoing growth and client needs. Core features include:

 Platform Agnosticism: Effortless implementation of new functionalities and smooth integration with various
external systems.

 Scalability: Efficiently scales to accommodate service expansion and increased user interactions.

 Comprehensive Integration: Integrates critical functions like bulk membership data uploads, billing,
multiple user portals, and comprehensive login capabilities.

 Adaptability: Easily adaptable to new products and services, allowing tailored client solutions and
swift market response.

 Third-Party Integration: Supports seamless integration with third-party content and services.

 Compliance and Security: Ensures HIPAA-compliant data security and privacy.

 Multi-Functional Support: Includes administrative tools such as forms, agreement templates, CRM, and
admin panels.

 This
robust platform positions Health Karma to meet growth demands and innovate, delivering exceptional value to members, partners, and clients.

 Our
Sales & Marketing

 Health
Karma prioritizes member growth through a strategic distribution channel that leverages direct sales, independent referral partners,
and channel consultants alongside key influencers. We employ customized marketing and sales strategies tailored to each distribution
and market channel, including account-based marketing, business development initiatives, and dedicated client service focused on acquiring
new clients and engaging members during enrollment. This comprehensive approach achieves optimal results while maintaining a lean direct
sales force. By harnessing the power of resellers, channel partners, and other organizations, we bolster our reach and drive significant
revenue growth, efficiently scaling our operations while capitalizing on the expertise and connections of our valued partners.

 Our
Customer / Client Services and Support

 At
Health Karma, we recognize the significant responsibilities our clients bear in running their businesses effectively. To support them,
we offer comprehensive end-to-end client support, including full profile data conversion and import, live onboarding, and technical support
through telephone, email, and screen sharing. Additionally, we provide in-software self-service tools and educational resources to empower
our clients, ensuring every Health Karma member has the best possible experience.

 To
facilitate a seamless transition, we onboard new clients through interactive resources, training materials, and live training sessions
via web conference. These sessions are complemented by self-service setup checklists, online help materials, and ongoing webinars tailored
to their specific needs. We also engage actively with our clients to understand their business goals, objectives, and pain points. Through
targeted education on relevant features, products, and services, as well as sharing industry best practices, we enhance adoption and
drive their success on our platform. We collaborate with our clients to develop personalized success plans and maintain regular outreach
to monitor their progress.

 We
provide customer service and support via multiple channels, including phone, chat, email, and self-help knowledge centers. All customer
service and support activities are handled exclusively by our in-house personnel, who deeply align with our core value of "customer
obsession."

 Our
Competition

 While
we believe there are currently no direct competitors offering the full suite of immediate in-the-moment 1st Moment customized solutions
tailored to the specific needs and pain points of our prospect organizations, several large companies provide components of virtual telehealth
or address conditions competing with our solutions. These include companies primarily focused on telehealth, health and wellness management,
and the delivery of on-demand access to healthcare, well-being, and mental health services. We also compete with larger providers that
generally offer telehealth services on behalf of self-insured employers and insurance plans. In parts of the behavioral health market,
we face competition from public and private organizations with similar product offerings for consumers. Competition focuses on technology,
breadth and depth of functionality, range of associated services, operational experience, customer support, extent of customer base,
and reputation.

 Our
Regulatory Environment

 Participants
in the health care industry are required to comply with extensive and complex laws and regulations in the United States at the federal
and state levels as well as applicable international laws. Although many regulatory and governmental requirements do not directly apply
to our business, our customers are required to comply with a variety of laws, and we may be affected by these laws as a result of our
contractual obligations. Similarly, there are a number of legislative proposals in the Unites States, both at the federal and state level,
which could impose new obligations in areas affecting our business. We have attempted to structure our operations to comply with applicable
legal requirements, but there can be no assurance that our operations will not be challenged or impacted by enforcement initiatives.

 Healthcare
 Reform

 Our
business could be affected by changes in health care laws, including without limitation, the Patient Protection and Affordable Care Act
(the "ACA"), which was enacted in March 2010. The ACA has changed how health care services are covered, delivered and reimbursed
through expanded coverage of individuals, changes in Medicare program spending and insurance market reforms. Ongoing government and legislative
initiatives may bring about other changes.

 While
most of the provisions of the ACA and other health care reform legislation will not be directly applicable to us, they may affect the
business of many of our customers, which may in turn affect our business. Although we are unable to predict with any reasonable certainty
or otherwise quantify the likely impact of the ACA, any amendment or repeal of the ACA, or other health care reform on our business model,
financial condition, or results of operations, negative changes in the business of our customers and the number of individuals they insure
may negatively impact our business.

 Requirements
Regarding the Privacy and Security of Personal Information

 U.S.
HIPAA and Other Privacy and Security Requirements. There are many U.S. federal and state laws and regulations related to the
privacy and security of personal health information. Additionally, regulations promulgated pursuant to the Health Insurance Portability
and Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA"), establishes privacy and security
standards that limit the use and disclosure of protected health information and require the implementation of administrative, physical
and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in
electronic form. Any health plan customers, as well as health care clearinghouses and certain providers with which we may have or may
establish business relationships, are covered entities that are regulated under HIPAA. The Health Information Technology for Economic
and Clinical Health Act ("HITECH"), which became effective on February 17, 2010, significantly expanded HIPAA's privacy
and security requirements. Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to "business
associates," who are independent contractors or agents of covered entities that create, receive, maintain, or transmit protected
health information in connection with providing a service for or on behalf of a covered entity. Under HIPAA and our contractual agreements
with our customers, we are considered a "business associate" to our customers and thus are directly subject to HIPAA's
privacy and security standards. In order to provide our covered entity customers with services that involve the use or disclosure of
protected health information, HIPAA requires our customers to enter into business associate agreements with it. Such agreements must,
among other things, require us to:

 limit how we will use and disclose the protected health information;

 implement reasonable administrative, physical and technical safeguards to protect such information from
 misuse;

 enter into similar agreements with our agents and subcontractors that have access to the information;

 report security incidents, breaches and other inappropriate uses or disclosures of the information;
 and,

 assist the customer in question with certain duties under the privacy standards.

 In
addition to HIPAA regulations, we may be subject to other state and federal privacy laws, including laws that prohibit unfair or deceptive
practices and laws that place specific requirements on use of data. Such state laws can be similar to or even more protective than HIPAA,
in which case we must comply with the more stringent law. As a result, it may be necessary to modify our planned operations in order
to ensure we are in compliance with the stricter state laws.

 Data
Protection and Breaches. In recent years, there have been a number of well-publicized data breaches involving the improper use and
disclosure of individuals' personal information. Many states have responded to these incidents by enacting laws requiring holders
of personal information to maintain safeguards and to take certain actions in response to a data breach, such as providing prompt notification
of the breach to affected individuals and state officials. In addition, under HIPAA, we must report breaches of unsecured protected health
information to our contractual partners within 60 days of discovery of the breach. Notification must also be made to HHS and, in certain
circumstances involving large breaches, to the media. Under the GDPR, the data controller is required to report personal data breaches
to the supervisory authority within 72 hours of discovery of the breach.

 We
have implemented and maintained physical, technical and administrative safeguards intended to protect all personal data and have processes
in place to assist it in complying with all applicable laws, regulations and contractual requirements regarding the protection of these
data and properly responding to any security breaches or incidents. However, we cannot be sure that these safeguards are adequate to
protect all personal data or to assist us in complying with all applicable laws and regulations regarding the privacy and security of
personal data and responding to any security breaches or incidents. Furthermore, in many cases, applicable state laws, including breach
notification requirements, are not preempted by the HIPAA privacy and security standards and are subject to interpretation by various
courts and other governmental authorities, thereby complicating our compliance efforts. Additionally, state and federal laws regarding
deceptive practices may apply to public assurances we give to individuals about the security of services we provide on behalf of our
contractual customers.

 Other
Healthcare Regulations

 In
addition to data privacy laws, our operations and arrangements with healthcare professionals, clients, and third-party payors may subject
us to various federal and state healthcare laws and regulations, including without limitation fraud and abuse laws, such as the federal
Anti-Kickback Statute; civil and criminal false claims laws; physician transparency laws; and state laws regarding the corporate practice
of medicine and fee-splitting prohibitions. These laws may impact, among other things, our sales and marketing operations, and our interactions
with healthcare professionals. We continually monitor legislative, regulatory and judicial developments related to licensure and engagement
arrangements with professionals; however, new agency interpretations, federal or state legislation or regulations, or judicial decisions
could require us to change how we operate, may increase our costs of services and could have a material adverse impact on our business,
results of operations or financial condition.

 Other
Requirements.

 In
addition to HIPAA, numerous other U.S. state and federal laws govern the collection, dissemination, use, access to and confidentiality
of individually identifiable health information and health care provider information. Some states also are considering new laws and regulations
that further protect the confidentiality, privacy and security of medical records or other types of medical information. In many cases,
these state laws are not preempted by the HIPAA privacy standards and may be subject to interpretation by various courts and other governmental
authorities. Further, Congress and a number of states have considered or are considering prohibitions or limitations on the disclosure
of medical or other information to individuals or entities located outside of the United States.

 In
addition to HIPAA regulations, we may be subject to other state and federal privacy laws, including laws that prohibit unfair or deceptive
practices and laws that place specific requirements on use of data. Such state laws can be similar to or even more protective than HIPAA,
in which case we must comply with the more stringent law. As a result, it may be necessary to modify our planned operations in order
to ensure we are in compliance with the stricter state laws.

 Our
Employees

 As
of December 31, 2023, we had 7 full-time employees. Over the past 12 months, the Company has significantly reduced its workforce by procuring
outsourced marketing expertise, utilizing an AI-driven User Experience/User Interface (UX/UI) platform, and outsourcing IT development
and maintenance. Additionally, we onboarded a full-time senior accountant and engaged a fractional CFO organization to handle our financial
reporting and activities.

 We
believe that we maintain a satisfactory working relationship with our employees and have not experienced any labor disputes. We recognize
the importance of a diverse workforce to our success and are committed to hiring, retaining, and advancing women and underrepresented
populations while fostering an inclusive corporate culture. In the future, we intend to evaluate our use of human capital measures or
objectives in managing our business, focusing on the development, attraction, and retention of personnel and maintaining diversity in
our workforce.

 At
the core of our business success lies the well-being of our employees. We are dedicated to fostering their health, safety, and overall
well-being through a comprehensive array of flexible and convenient health and wellness programs. These benefits include financial security
safeguards that support employees and their families during times requiring absence from work or impacting financial stability; tools
and resources for maintaining and improving physical and mental health, encouraging healthy behaviors; and personalized benefits allowing
choice and customization to meet the unique needs of our employees and their families. By investing in these programs, we demonstrate
our unwavering commitment to the holistic well-being of our employees and their families, ensuring they are supported both personally
and professionally.

 Recent
Developments

 Clawback
Policy

 On
August 10, 2024, the Company's Board of Directors adopted a Compensation Recovery Policy (the "Policy"). The Policy
is intended to further the Company's pay-for-performance philosophy and to comply with applicable law by providing for the reasonably
prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement. The
Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange
Act Rule 10D-1 and with the Nasdaq listing standards.

to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period (an "Accounting Restatement"),
then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered. The
Company's obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to
the Company, subject to the terms of the Policy.

 The
Policy applies to certain incentive-based compensation that is received on or after August 10, 2024,
during the three completed fiscal years immediately preceding the Accounting Restatement determination date, as provided in the Policy
(the "Covered Period") while the Company has a class of securities listed on a national securities exchange. The incentive-based
compensation is considered "Clawback Eligible Incentive-Based Compensation" if the incentive-based compensation is received
by a person after such person became an executive officer and the person served as an executive officer at any time during the performance
period to which the incentive-based compensation applies. The "Excess Compensation" that is subject to recovery under the
Policy is the amount of Clawback Eligible Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation
that otherwise would have been received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated
amounts (this is referred to in the listing standards as "erroneously awarded incentive-based compensation").

 Settlement
Agreement

 At
July 25, 2024, the control individuals of TBG, Timothy Hart and Neil Swartz, maintained ownership of 5,066,133 shares of the Company's
Common Stock and $610,000 net balance of any and all debts and related type items owed to them or their related companies. This amounts
to $547,650 due to TKCI, which TBG bought out from TKCI, and $62,640 due to R3 Accounting.

 On
July 25, 2024, the Company entered into a Settlement Agreement with TBG, which released the Company of any and all debts and related
type items owed to related parties, TKCI and R3.

 ITEM
1A. RISK FACTORS.

 Before
you invest in our securities, you should be aware that there are various risks. You should carefully consider these risk factors, together
with all of the other information included in this Annual Report on Form 10-k before you decide to purchase our securities. If any of
the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be
materially adversely affected.

 RISKS
RELATED TO OUR BUSINESS

 The
Company has limited operating history and has a new business model in an emerging and rapidly evolving market.

is an early-stage development enterprise and lacks any operating history to evaluate in assessing our future prospects. Our business
and prospects in light of the risks and difficulties MediXall will encounter as a development stage company in a new and rapidly evolving
market must be seriously considered. We may not be able to successfully address these risks and difficulties, which could materially
harm our business and operating results. In addition, we do not know if our business model will operate effectively during the next economic
downturn. Furthermore, we are unable to predict the likely duration and severity of any potential adverse economic conditions in the
U.S. and other countries, but the longer the duration the greater risks we face in operating our business. There can be no assurance,
therefore, that current economic conditions or worsening economic conditions, or a prolonged or recurring recession, will not have a
significant adverse impact on our operating and financial results.

 Limited
Control of Our Business Model and Dependance on third parties.

 We
do not directly offer the services we sell directly to our customers but use third parties. As such, we are very dependent on the relationships
with multiple parties as to their ability to provide the services to our customers, their financial variability, pricing, and the quality
of the services they provide, including professional malpractice. We could be materially harmed if these third parties are not able to
provide such services at a price we can afford. We could be materially harmed if they provide poor service to our customers that could
risk cancelation of the service agreements we have. We could also face vicarious legal, reputational, and financial risk if such services
provided by our third-party relationships could place us in adverse conditions.

 Our
auditors have indicated that there is substantial doubt about our ability to continue as a going concern.

 To date, we have not been
profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December 31, 2023 and 2022, we generated
operating revenues of $309,422 and $59,268, respectively, and reported net losses of $4,563,406 and $6,830,415, respectively, and negative
cash flow from operating activities of $1,229,546 and $3,561,083, respectively. As noted in our consolidated financial statements, as
of December 31, 2023, we had an accumulated deficit of $37.2 million. We anticipate that we will continue to report losses and negative
cash flow into 2024. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our
historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financing.

 Our
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments
would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise
if we are unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued
in this offering, would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash
flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to
generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be
unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern
and our plan for future liquidity, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Ability
to Continue as a Going Concern."

 We
cannot assure you that MediXall will be able to develop the infrastructure necessary to achieve the potential sales growth.

 Achieving
revenue will require that MediXall develop a functional platform and build the necessary infrastructure to support sales, technical and
client support functions. We cannot assure you that we can develop this infrastructure or will have the capital to do so and no commitments
for needed capital are in place. MediXall will continue to design plans to establish growth, adding sales and sales support resources
as capital permits, but at this time these plans are untested. If MediXall is unable to use any of its anticipated marketing initiatives
or the cost of such initiatives were to significantly increase or such initiatives or its efforts to satisfy existing clients are not
successful, MediXall may not be able to attract clients or retain existing clients on a cost- effective basis and, as a result, our revenue
and results of operations would be affected adversely.

 The
markets that MediXall is targeting for revenue opportunities are emerging within a well-established healthcare industry, are rapidly
developing and may change before we can access them.

 The
markets for traditional internet and mobile web products and services that MediXall is targeting for revenue opportunities are changing
rapidly; and the barriers to entry into the niche identified by MediXall are high and require unique experience and qualification. We
cannot provide assurance that MediXall will be able to realize these revenue opportunities before they change or before other companies
enter or even dominate the market. Furthermore, MediXall has based certain of its revenue opportunities on statistics provided by third
party industry sources. Such statistics are based on ever-changing customer preferences due to our rapidly changing industry. With the
introduction of new technologies and the influx of new entrants to the market, we expect competition to emerge and intensify in the future,
which could adversely affect our ability to increase sales, limit client attrition and maintain our prices.

 Our
business depends on the development and maintenance of the internet infrastructure.

 The
success of our services will depend largely on the development and maintenance of the internet infrastructure. This includes maintenance
of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products,
for providing reliable internet access and services. The Internet has experienced, and is likely to continue to experience, significant
growth in the number of users and amount of traffic. The internet infrastructure may be unable to support such demands. In addition,
increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may
harm the performance of the internet. The backbone computers of the internet have been the targets of such programs. The internet has
experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages
and delays in the future. These outages and delays could reduce the level of internet usage generally as well as the level of usage of
our services, which could adversely impact on our business.

 The
nature of the MediXall platform requires sophisticated encryption technology to defend against hacking due to the personal information
as well as the financial transaction data that will be utilized by a consumer/patient.

 The
art of hacking databases for the purposes of obtaining personal information as well as financial information on individuals is increasing
substantially. MediXall is aware of these risks and will invest substantially in the development of its platform in accordance with the
very latest data encryption/protection technologies; however, there is a real risk that the MediXall platform could be compromised at
some point in time exposing the company to lawsuits and unfavorable attention that would adversely impact our business and affect our
ability to add clients, consumer/patients or manage attrition on the platform.

 Our
ability to offer MediXall products and services may be affected by a variety of U.S. laws.

 The
laws relating to the liability of providers of online and mobile marketing services for activities of their users are in their infancy
and currently unsettled within the U.S. Future regulations could affect our ability to provide current or future programming.

 We
will depend on the services of our executives and outside contractors and providers.

 We
depend on the services of our executive officers, directors, and outside contractors and providers. The loss of the services of any of
our executives could materially harm our business. In addition, we do not presently maintain a key-man life insurance policy on any of
our officers or directors.

 Our
future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of
other key technical and marketing personnel. The loss of key personnel and the process to replace any of our key personnel would involve
significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business
objectives.

 Failure
to properly maintain effective and secure management information systems, update or expand processing capability or develop new capabilities
to meet our business needs could result in operational disruptions and possible loss of data critical to our operations.

 Our
business will depend significantly on effective and secure information systems and the successful application of these continuously emerging
technologies. In the future, these systems could support online customer service functions, provider and member administrative functions
and support tracking and extensive analyses of medical expenses and outcome data.

 These
information systems and applications will require continual investment for maintenance, upgrades and enhancement to meet our operational
needs and to handle our expansion and growth. Any inability or failure to properly maintain management information systems, successfully
update or expand processing capability or develop new capabilities to meet our business needs in a timely manner could result in operational
disruptions, loss of existing customers, difficulty in attracting new customers, impairment of the implementation of our growth strategies,
delays in settling disputes with customers and providers, regulatory problems, increases in administrative expenses, loss of our ability
to produce timely and accurate reports and other adverse consequences. To the extent a failure in maintaining effective information systems
occurs, we may need to contract for these services with third-party management companies, which may be on less favorable terms to us
and significantly disrupt our operations and information flow. Furthermore, our business requires the secure transmission of confidential
information over public networks. Because of the confidential information we store and transmit, security breaches could expose us to
the risk of regulatory action, litigation, possible liability and loss. Our security measures may prove inadequate to prevent security
breaches and our business operations and profitability would be adversely affected by cancellation of contracts, loss of members and
potential criminal and civil sanctions if security breaches occur.

 General
economic conditions, industry cycles, financial, business, and other factors affecting our operations, many of which are beyond our control,
may affect our future performance.

 General
economic conditions, industry cycles, financial, business, and other factors may affect our operations. If we cannot generate sufficient
cash flow from operations in the future, we may, among other things, be required to take one or more of the following actions:

 seek additional financing in the debt or equity markets;

 refinance or restructure all or a portion of our indebtedness;

 sell selected assets;

 reduce or delay planned capital expenditures; or,

 discontinue operations.

 In
addition, any financing, refinancing, or sale of assets might not be available on economically favorable terms, which may prevent us
from future expansion and growth in new markets and, thus, negatively affect our business and financial condition.

 Risks
Related to Our Intellectual Property

 If
we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unpatented know-how, our ability to compete
will be harmed.

 Proprietary
trade secrets, copyrights, trademarks, and unpatented know-how are also very important to our business. We will rely on a combination
of patents, trade secrets, copyrights, trademarks, confidentiality agreements, and other contractual provisions and technical security
measures to protect certain aspects of our intellectual property, especially where we do not believe that patent protection is appropriate
or obtainable. We will require our employees and consultants to execute confidentiality agreements in connection with their employment
or consulting relationships with us. We also will require our employees and consultants to disclose and assign to us all inventions conceived
during the term of their employment or engagement while using our property or which relate to our business; however, these measures may
not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions.
Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against
competitors who may be better funded and have superior resources. Our employees, consultants, contractors and other advisors may unintentionally
or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may
not provide an adequate remedy in the event of unauthorized disclosure. Enforcing a claim that a third party illegally obtained and is
using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently
develop equivalent knowledge, methods and know-how. Unauthorized parties may also attempt to copy or reverse-engineer certain aspects
of the MediXall platform that we consider proprietary. As a result, third parties attempt to use our proprietary technology or information,
and our ability to compete in the market would be adversely affected.

 RISKS
RELATED TO OUR COMMON STOCK

 Trading
on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders
to resell their common stock.

 Our
common stock is quoted on the OTCPK tier of the OTC Markets Group, Inc. (" OTC Markets "). Trading in securities quoted
on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have
little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons
unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is
often more sporadic than the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the
NYSE American. These factors may result in investors having difficulty reselling any shares of our common stock. Our common stock is
not currently publicly traded.

 Our
stock price is likely to be highly volatile because of several factors, including a limited public float.

 The
market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile
in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market's
adverse reaction to volatility.

 Other
factors that could cause such volatility may include, among other things:

 actual or anticipated fluctuations in our operating results;

 we may have a low trading volume for a number of reasons, including that a large portion of our stock
is closely held;

 overall stock market fluctuations;

 announcements concerning our business or those of our competitors;

 actual or perceived limitations on our ability to raise capital when we require it, and to raise such
capital on favorable terms;

 conditions or trends in the industry;

 litigation;

 changes in market valuations of other similar companies;

 future sales of common stock;

 departure of key personnel or failure to hire key personnel; and,

 general market conditions.

 Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless
of our actual operating performance.

 Our
common stock is a "penny stock" under SEC rules, and our warrants may be subject to the "penny stock" rules.
It may be more difficult to resell securities classified as "penny stock."

 Our
common stock is deemed to be a "penny stock" under applicable SEC rules (generally defined as non-exchange traded stock with
a per-share price below $5.00). Unless we successfully list our common stock on a national stock exchange, or maintain a per-share price
above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny
stocks to persons other than those who qualify as "established customers" or "accredited investors." For example,
broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also
provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction,
furnish monthly account statements showing the market value of each penny stock held in the customer's account, provide a special
written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement
to the transaction.

 Legal remedies available to an investor in "penny stocks"
may include the following:

 If a "penny stock" is sold to the investor in violation of the
requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund
of the investment.

 If a "penny stock" is sold to the investor in a fraudulent manner, the investor may be able
to sue the persons and firms that committed the fraud for damages.

 However,
investors who have signed arbitration agreements may have to pursue their claims through arbitration.

 These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments.

 For
these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if
ever, our common stock will not be classified as a "penny stock" in the future.

 The
sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.

 If
our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall.
These sales also may make it more difficult for us to sell our equity or equity-related securities in the future at a time and price
that we deem reasonable or appropriate. This risk is significant because of concentrated positions of our common stock held by a small
group of investors.

 We
have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock in the future. Any return
on investment in our common stock may be limited to the value of our common stock.

 We
have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable
future. The payment of dividends on our common stock would depend on earnings, financial condition, and other business and economic factors
affecting us at such time as our board of directors may consider relevant. If we do not pay dividends on our common stock, our common
stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

 Changes
in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including
changes to our previously filed financial statements, which could cause our stock price to decline.

 We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States ("GAAP").
These principles are subject to interpretation by the Securities and Exchange Commission (the "SEC") and various bodies formed
to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations,
may have a significant effect on our reported results and retroactively affect previously reported results.

 Being
a public company results in additional expenses, diverts management's attention, and could also adversely affect our ability to
attract and retain qualified directors.

 As
a public reporting company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These requirements generate significant accounting, legal and financial compliance costs and make some activities more difficult,
time-consuming or costly and may place significant strain on our personnel and resources. The Exchange Act requires, among other things,
that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the
requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight
are required.

 As
a result, management's attention may be diverted from other business concerns, which could have an adverse and even material effect
on our business, financial condition and results of operations. These rules and regulations may also make it more difficult and expensive
for us to obtain director and officer liability insurance. If we are unable to obtain appropriate director and officer insurance, our
ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, could be adversely
impacted.

 Failure
to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material
adverse effect on our business and stock price.

 We
are required to comply with the SEC's rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management
to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness
of controls over financial reporting.

 To
comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions,
such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining
internal control can divert our management's attention from other matters that are important to the operation of our business.
Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able
to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify
any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404
in a timely manner or assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy
and completeness of our financial reports and the market price of our common stock could be negatively affected, and any investigations
by the Financial Industry Regulatory Agency, the SEC or other regulatory authorities, could require additional financial and management
resources.

 RISKS
RELATED TO HEALTHCARE INDUSTRY

 The
healthcare regulatory and political framework is uncertain and evolving, and we cannot predict the effect that further healthcare reform
and other changes in government programs may have on our business, financial condition, or results of operations.

 Healthcare
laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition
and results of operations. For example, the ACA, which includes a variety of healthcare reform provisions and requirements that may become
effective at varying times through 2023, substantially changes the way healthcare is financed by both governmental and private insurers
and may significantly impact our industry. Further changes to the ACA and related healthcare regulation remain under consideration. In
addition, current proposals to implement a single payer or "Medicare for all" system in the U.S., if adopted would likely
have a material adverse effect on our business. The full impact of recent healthcare reform and other changes in the healthcare industry
and in healthcare spending is unknown, and we are unable to predict accurately what effect the ACA or other healthcare reform measures
that may be adopted in the future will have on our business.

 The
healthcare industry is rapidly evolving and the market for technology-enabled services that empower healthcare consumers is relatively
immature and unproven. If we are not successful in promoting and improving the benefits of our platform, our growth may be limited, and
our business may be adversely affected.

 The
market for our products and services is subject to rapid and significant change and competition. The market for technology-enabled services
that empower healthcare consumers is characterized by rapid technological change, new product and service introductions, evolving industry
standards, changing customer needs, existing competition and the entrance of non- traditional competitors. In addition, there may be
a limited-time opportunity to achieve and maintain a significant share of this market due in part to the rapidly evolving nature of the
healthcare and technology industries and the substantial resources available to our existing and potential competitors. The market for
technology-enabled services that empower healthcare consumers is relatively new and unproven, and it is uncertain whether this market
will achieve and sustain high levels of demand and market adoption.

 Our
success depends to a substantial extent on the willingness of consumers to increase their use of technology platforms to manage their
healthcare options, the ability of our platform to increase consumer engagement, and our ability to demonstrate the value of our platform
to our potential customers. If customers do not recognize or acknowledge the benefits of our platform or our platform does not drive
consumer engagement, then the market for our products and services might develop more slowly than we expect, which could adversely affect
our operating results. In addition, we have limited insight into trends that might develop and affect our business. We might make errors
in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business. If any of these events occur,
it could materially adversely affect our business, financial condition, or results of operations.

 Finally,
our competitors may have the ability to devote more financial and operational resources than we can to developing new technologies and
services, including services that provide improved operating functionality, and adding features to their existing service offerings.
If successful, their development efforts could render our services less desirable, resulting in the loss of our existing customers or
a reduction in the fees we earn from our products and services.

 Failure
to comply with extensive and complex healthcare laws and regulations may have a material adverse effect on our business.

 Healthcare
is an extremely complex and regulated industry in the U.S. There are many laws and regulations that could have a material effect on our
business, including but not limited to, the HIPAA, and federal and state regulations controlling patient, provider and intermediary relationships.
We have taken, and will continue to take, precautions to ensure compliance with applicable statutes and regulations; however, there is
no guarantee we will be success in our efforts, and even an unintentional violation of law could have a material adverse effect on our
operations and business.

 We
are subject to privacy regulations regarding the access, use and disclosure of personally identifiable information. If we or any of our
third-party vendors experience a breach of personally identifiable information, it could result in substantial financial and reputational
harm, including possible criminal and civil penalties.

 State
and federal laws and regulations govern the collection, dissemination, access and use of personally identifiable information, including
HIPAA and HITECH, which govern the treatment of protected health information, and the Gramm-Leach Bliley Act, which governs the treatment
of nonpublic personal information. Privacy regulation has become a priority issue in many states, including California, which in 2018
enacted the California Consumer Privacy Act broadly regulating the sale of California residents' personal information and providing
California residents with various rights to access and delete data. In the provision of services to our customers, we and our third-party
vendors may collect, access, use, maintain and transmit personally identifiable information in ways that are subject to many of these
laws and regulations. Although we have implemented measures to comply with privacy laws, rules and regulations, we may experience data
privacy incidents. Any unauthorized disclosure of personally identifiable information experienced by us, or our third-party vendors could
result in substantial financial and reputational harm, including possible criminal and civil penalties. In many cases, we are subject
to HIPAA and other privacy regulations because we are a business associate providing services to covered entities; as a result, the covered
entities direct HIPAA compliance matters in the event of a security breach, which complicates our ability to address harm caused by the
breach. Additionally, we may be required to report breaches to partners, regulators, state attorney generals, and impacted individuals
depending on the severity of the breach, our role, legal requirements and contractual obligations. Continued compliance with current
and potential new privacy laws, rules and regulations and meeting consumer expectations with respect to the control of personal data
in a rapidly changing technology environment could result in higher compliance and technology costs for us.

 Although
we do not provide medical care, we could be a party to medical malpractice claims, which could have a material adverse effect on our
 business.

 We
do not provide medical care. Rather, we help connect individuals and employers to providers of medical care, products, and services.
However, we could be a party to lawsuits related to the service we provide through our contractors, and that could include risk of medical
malpractice claims which could increase our insurance premiums, expose us to legal defense cost, and/or impact the brand of the Company,
which could lead to a reduction in the number of customers we have and could have a material adverse effect on our revenues and profits.

 Our use and disclosure
of personally identifiable information, including health information, and other personal data is subject to federal, state, and foreign
privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could
result in significant liability or reputational harm and, in turn, a material adverse effect on our Client base, membership base, and
revenue.

 Numerous
federal, state and foreign laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability,
and integrity of PII, including PHI. In particular, in the U.S., HIPAA establishes a set of basic national privacy and security standards
for the protection of PHI by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as covered entities,
and the business associates with whom such covered entities contract for services, which includes us. HIPAA requires healthcare providers
like us to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative,
physical, and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and
standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including
activities associated with the billing and collection of healthcare claims.

 HIPAA
imposes mandatory penalties for certain violations. However, a single breach incident can result in violations of multiple standards,
which could result in significant fines. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts
will be able to award damages, costs, and attorneys' fees related to violations of HIPAA in such cases. While HIPAA does not create
a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the
basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. Any such penalties
or lawsuits could harm our business, financial condition, results of operations, and reputation.

 In
addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA-covered entities or business associates
for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals
who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

 HIPAA
further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that has
more than a low probability of compromising the privacy or security of such information, with certain exceptions related to unintentional
or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made "without
unreasonable delay and in no case later than 60 calendar days after discovery of the breach." If a breach affects 500 patients
or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public website.
Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves
fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

 Numerous
other federal and state laws protect the confidentiality, privacy, availability, integrity, and security of PII, including PHI and other
personal data. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to
varying interpretations by courts and government agencies, creating complex compliance issues for us and our Clients and potentially
exposing us to additional expense, adverse publicity, and liability. In addition to fines and penalties imposed upon violators, some
of these state laws also afford private rights of action to individuals who believe their personal information has been misused. There
are many other state-based data privacy and security laws and regulations that may impact our business. All of these evolving compliance
and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing
practices and policies, divert resources from other initiatives and projects, and could restrict the way services involving data are
offered, all of which may adversely affect our business, financial condition, and results of operations. For
example, U.S. states have begun to introduce more comprehensive data protection laws. The CCPA went into effect in January 2020 and established
a new privacy framework for covered businesses such as ours that expands the scope of personal information and provides new privacy rights
for California residents. These changes required us to modify our data processing practices and policies and incur compliance-related
costs and expenses. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches,
which may increase the likelihood and cost of data breach litigation. Additionally, the CPRA went into effect on January 1, 2023 and
significantly modifies the CCPA by, among other things, creating a dedicated privacy regulatory agency, requiring businesses to implement
data minimization and data integrity principles, and imposing additional requirements for contracts addressing the processing of personal
information. Numerous states have enacted, or are currently reviewing, legislation that is similar to the CCPA and/or CPRA.
For example, the Virginia Consumer Data Protect Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and the Utah Consumer
Privacy Act became effective in 2023. There are also bills that have been approved or are going through the legislative process in many
more states. In 2022, a draft of the American Data Privacy and Protection Act was released and would be a comprehensive federal data
privacy law that would seek to ease the burden of a patchwork of overlapping but different state laws. These
changes may result in further uncertainty with respect to privacy, data protection, and information security issues and will require
us to incur additional costs and expenses in an effort to comply.

 New
health information standards, whether implemented pursuant to HIPAA, congressional action, or otherwise, could have a significant effect
on the manner in which we must handle healthcare-related data, and the cost of complying with standards could be significant. If we do
not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions and our reputation
could be harmed.

 Because
of the extreme sensitivity of the PII we store and transmit, the security features of our technology platform are very important. If
our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access
to sensitive Client and member data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely
affecting Client and member confidence. Members may curtail their use of, or stop using, our services or our Client base could decrease,
which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties, and regulatory
actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals,
and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability
for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to Clients or
other business partners in an effort to maintain our business relationships after a breach, and implementing measures to prevent future
occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees, and engaging
third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we
may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not
address the reputational damage that could result from a security incident.

 We
outsource important aspects of the storage and transmission of Client and member information, and thus rely on third parties to manage
functions that have material cybersecurity risks. We attempt to address these risks by requiring outsourcing subcontractors who handle
Client and member information to sign business associate agreements and/or data processing agreements contractually requiring those subcontractors
to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors
to undergo third-party security examinations. In addition, we periodically hire third-party security experts to assess and test our security
posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks
associated with the storage and transmission of Client and members' proprietary and protected health information.

 If
federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, we may be subject
to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs
of responding to investigations, defending against litigation, settling claims, and complying with regulatory or court orders. For example,
we have been subject to litigation alleging improper disclosure and/or use of PII and PHI. We also engage in digital marketing which
has come under additional scrutiny by the FTC and state regulators. If our practices are deemed to have been unlawful or deceptive or
potentially a violation of FTC requirements, it could lead to significant liabilities and consequences including, without limitation,
costs of responding to investigations, defending against litigation, including class action suits, settling claims, complying with regulatory
or court orders, and managing public relations and Client and member concerns associated with such violations. For example, see Note
19. "Legal Matters," to the consolidated financial statements for additional information regarding the settlement and consent
order entered into with the FTC and the related putative class-action litigations, which have resulted in certain changes to the operation
of the BetterHelp business.

 While
we obtain consent from or on behalf of these individuals to send text messages, federal or state regulatory authorities or private litigants
may claim that the notices and disclosures we provide, form of consents we obtain, or our SMS texting practices, are not adequate. These
SMS texting campaigns are potential sources of risk for our company since they are governed by the Telephone Consumer Protection Act,
which allows for private right of action and class action lawsuits and is enforced by the Federal Communications Commission. Numerous
class action suits under federal and state laws have been filed against companies that conduct SMS texting programs, with many resulting
in multi-million-dollar settlements for the plaintiffs. Any such future litigation against us could be costly and time-consuming to defend.

 Further,
there are numerous foreign laws, regulations and directives regarding privacy and the collection, storage, transmission, use, processing,
disclosure, and protection of PII and other personal or customer data, the scope of which is continually evolving and subject to differing
interpretations. We must comply with such laws, regulations, and directives and we may be subject to significant consequences, including
penalties and fines, for our failure to comply. Failure to comply with the requirements of the GDPR and the applicable national data
protection laws of the EU member states may result in fines of up to 10,000,000 or up to 2% of the total worldwide annual turnover
of the preceding financial year, whichever is higher, and other administrative penalties. To comply with the data protection rules imposed
by the GDPR we may be required to put in place additional mechanisms to ensure compliance. In addition, privacy laws are developing quickly
in other jurisdictions where we operate, which impose similar accountability, transparency, and security obligations. These additional
privacy law obligations may be onerous and adversely affect our business, financial condition, results of operations, and prospects.

 In
addition, recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of information
from the EU to the U.S. If one or more of the legal bases for transferring PII from Europe to the U.S. is invalidated, or if we are unable
to transfer PII between and among countries and regions in which we operate, it could affect the manner in which we provide our services
or could adversely affect our financial results. Furthermore, any failure, or perceived failure, by us to comply with or make effective
modifications to our policies, or to comply with any federal, state, or international privacy, data-retention or data-protection-related
laws, regulations, orders, or industry self-regulatory principles could result in proceedings or actions against us by governmental entities
or others, a loss of customer confidence, damage to our brand and reputation, and a loss of customers, any of which could have an adverse
effect on our business.

 Finally,
federal, state, and foreign legislative or regulatory bodies may enact new or additional laws and regulations concerning privacy, data-retention,
and data-protection issues, including laws or regulations mandating disclosure to domestic or international law enforcement bodies, which
could adversely impact our business, our brand, or our reputation with customers. For example, some countries have adopted laws mandating
that PII regarding customers in their country be maintained solely in their country. Having to maintain local data centers and redesign
product, service, and business operations to limit PII processing to within individual countries could increase our operating costs significantly.

 Changes to consumer
privacy laws could adversely affect our ability to market our offerings effectively and may require us to change our business practices
or expend significant amounts on compliance with such laws.

 We
rely on a variety of direct marketing techniques, including email marketing, online advertising and direct mailings. Any further restrictions
in laws such as the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not-Call-Implementation Act, applicable Federal Communications
Commission telemarketing rules (including the declaratory ruling affirming the blocking of unwanted robocalls), the FTC Privacy Rule,
Safeguards Rule, Consumer Report Information Disposal Rule, Telemarketing Sales Rule, Canada's Anti-Spam Law and various U.S. state
laws, or new federal or state laws and regulations on marketing and solicitation or international privacy, e-privacy, and anti-spam laws
that govern these activities could adversely affect the continuing effectiveness of email, online advertising and direct mailing techniques
and could force further changes in our marketing strategy. In particular, these laws may require us to make disclosures regarding our
privacy and information sharing practices, safeguard and protect the privacy of such information, and in some cases, provide customers
the opportunity to "opt out" of the use of their information for certain purposes, any of which could limit our ability to
leverage existing and future databases of information or require us to develop alternative marketing strategies, any of which could have
a material adverse effect on our financial condition, results of operations, and cash flows.

 We
must comply with U.S. federal, state, and foreign requirements regarding notice and consent to obtain, use, share, transmit and store
certain personal information. Furthermore, we may face conflicting obligations arising from the potential concurrent application of laws
of multiple jurisdictions. In the event that we are not able to reconcile such obligations, we may be required to change business practices
or face liability or sanction.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM
1C. CYBERSECURITY.

 Risk Management and Strategy

 We
recognize the increasing significance that cybersecurity has to our operations and the success of our business, as well as the need to
continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. We process and
maintain sensitive data on our Clients and members, including in the form of PHI and PII. In addition, we maintain intellectual property
for our solutions and personal information of our employees. Because of the data we manage, we are subject to various cybersecurity threats
that, if they materialized, could adversely affect our business, employees, Clients, and members through impacts to the confidentiality,
integrity, and/or availability of our systems. We maintain a cybersecurity program and controls as part of our enterprise risk management
program in an effort to reduce the risk of exposure of our information and systems.

 To assess,
identify, and manage the risks of cybersecurity threats to our information system, we maintain a cybersecurity program, including policies
and controls, which are regularly reviewed through internal and external assessments.

 We have
controls in place intended to assess our cybersecurity posture and prevent successful access to our critical systems, including, but not
limited to: vulnerability scanning on systems and applications; endpoint detection capabilities to identify malware and other indicators
of threat activity; multifactor authentication; and blocking of malicious e-mail. In addition, we also provide annual cybersecurity awareness
training for our employees. Further, we engage with an external security firm to perform regular penetration testing. We subject our critical
third-party service providers to risk assessment prior to engagement, and periodically thereafter, to identify material risks. Additionally,
we have a process to engage with these third parties to understand potential impacts of, and remediation efforts associated with, critical
vulnerabilities.

 To stay
abreast of the evolving threat landscape, we actively engage with key vendors, industry information sharing, and intelligence and law
enforcement communities. These engagements serve as inputs into understanding techniques and tactics being used by threat actors and in
expanding the countermeasures we use to protect Teladoc Health.

 In the
event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have a documented security incident response
plan that provides a consistent approach to identifying and classifying the incident as well as a defined escalation process to management
to assess the materiality.

 Despite
the efforts outlined above, we cannot ensure that we will not be subject to any cybersecurity incidents or threats. See "Risk Factors
Risks Related to Information Technology" for additional information. To date, management has not determined that any cybersecurity
incidents the Company has experienced would have resulted in, or are reasonably likely to result in, a material impact to its financial
condition, results of operations, or business strategy.

 Governance

 Cybersecurity
risk oversight continues to remain a top priority for our Board. The audit committee of our Board maintains primary responsibility related
to overseeing our cybersecurity risk as part of its program of regular risk management oversight. This includes, but is not limited to,
the overall maturity and strategy of our cybersecurity program.

 We have
a rigorous and comprehensive cybersecurity program managed by a dedicated team of subject matter experts and is led by our Information
Security Manager ("ISM"), who has extensive cybersecurity experience. We have implemented telehealth industry standard processes,
policies, and tools, including regularly scheduled vulnerability scanning and third-party penetration testing to reduce the risk of vulnerabilities
in our system.

 Our ISM
regularly engages with other members of our executive management team to discuss cyber risk, including the Chief Executive Officer, Board
of Directors, Executive Committees, among others, as well as the audit committee of our Board. Our executive management team has the appropriate
expertise, background, and depth of experience to manage risk arising from cybersecurity threats. Executive management has also participated
in cybersecurity tabletop exercises to test our cyber response playbooks.

 ITEM
2. PROPERTIES.

 We do not own
any real property. The Company relocated and now has a 2-year renewable lease with TGRJR, LLC at 104 N 4 th Street, Leesburg
FL 34748, for which we pay approximately $1,113 per month, and a short-term lease with Regus at 2255 Glades Road, Boca Raton, FL 33431,
for which we pay approximately $850 per month.

 ITEM
3. LEGAL PROCEEDINGS.

 Various legal
claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on
the Company's consolidated financial statements. There are no material pending legal proceedings, other than ordinary routine litigation
incidental to our business, to which we are a party or which our business or intellectual property is the subject. In addition, none of
our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party adverse to us, or has a material interest
adverse to us, in any material proceeding.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not applicable to our Company.

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our
common stock is quoted on the OTCPK under the symbol "MDXL". Trading in OTCPK stocks can be volatile, sporadic and risky,
as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price
of our common stock and make it difficult for our stockholders to resell their common stock.

 Holders

 As of January 22, 2025, 216,670,067
shares of common stock are issued and outstanding held by approximately 955 stockholders of record (this number does not include stockholders
who hold their stock through brokers, banks and other nominees).

 Transfer
Agent

 The
transfer agent and registrar for our common stock is Clear Trust LLC. Their address is 16540 Point Village Dr., Suite 205, Lutz, FL 33558
and their telephone number at that location is 813-235-4490.

 Dividend
 Policy

 We
have not paid any dividends on our common stock and our Board of Directors presently intends to continue a policy of retaining earnings,
if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be no assurance, will be
determined by the Board in light of conditions then existing, including earnings, financial condition, capital requirements and other
factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:

 We would not be able to pay our debts as they become due in the usual course of business; or

 Our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

 Except
as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe
are likely to limit materially the future payment of dividends on common stock.

 Recent
Sales of Unregistered Securities

 During
the year ended December 31, 2023, we entered into the following securities transactions;

 We did not receive any proceeds net of offering costs pursuant to a Private
Placement Memorandum.

 We did not issue any shares of restricted common stock for services rendered by employees, advisors
and independent contractors of the Company.

 During
the year ended December 31, 2022, we entered into the following securities transactions;

 We received proceeds of $780,500 net of offering costs of $0 pursuant to
a Private Placement Memorandum and for which 1,951,250 shares of restricted common stock were issued.

 We issued 8,811,015 shares of restricted common stock for services rendered by employees, advisors
 and independent contractors of the Company with a fair market value of $1,964,864.

 All
funds received from the sale of the above shares were used for working capital purposes. The above shares were issued in reliance upon
an exemption from registration pursuant to, among others, Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Regulations D and S as promulgated under the Securities Act. Each investor took his or her securities for investment
purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities
Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an
accredited investor and a limited number of sophisticated investors, as defined in the Securities Act with whom we had a direct personal
preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any
of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer. All of the above
shares bear a legend restricting their disposition.

 Each
purchaser was provided with access to our filings with the SEC, including the following:

 If requested by the purchaser in writing, a copy of our most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other filings with the SEC.

 A brief description of the securities being offered, the use of the proceeds
from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

 Purchases
of equity securities by the issuer and affiliated purchasers

 None.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the results of
operations and financial condition of the Company and its subsidiaries. The MD&A is provided as a supplement to, and should be read
in conjunction with consolidated financial statements and the accompanying notes to the consolidated financial statements included in
this Annual Report on Form 10-K.

 Our
discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities
and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.

 Overview

 The
Company's business model is purposefully designed and structured around delivering practical, value-based, customized solutions
to individual members, employers, and organizations which will enhance their overall physical health, mental health, and well-being,
to help control the cost of care of the individual, the employer, or membership-based organization as well as to increase productivity.
Our unique, customized, proactive solutions are available anytime, anywhere, delivering timely, quality care to individuals, employees,
and members. Our operating subsidiary is Health Karma Inc. Our name merges "health" with "karma" as our mission
is to enhance the physical and mental health and well-being of our clients and members.

 At
the heart of our branding strategy lies the revolutionary concept of 1st Moment Solutions ("1 st Moment").
We understand that the pivotal 'first moment' in any scenario significantly shapes its overall outcome and cost implications. Acknowledging
the paramount importance of an immediate and effective response at this critical juncture, we are pioneering top-of-the-funnel upstream
solutions in healthcare. By optimizing the initial response, we are not only enhancing mental, physical, and social well-being but also
setting the stage for downstream improvements and cost efficiencies. Our 1 st Moment brand emphasizes the fact that
the majority of our solutions deliver immediate in-the-moment access to our provider network of medical doctors, master's level
behavioral health clinicians, registered triage nurses and even veterinarians.

 Our
1st Moment Solutions extend their transformative reach, delivering profound benefits to a wide spectrum of stakeholders that includes
corporations, resellers, first responders, public safety agencies, healthcare providers, educational institutions (comprising students,
faculty, and staff), as well as various associations and organizations. Through our strategic offerings, we aim to revolutionize outcomes
and bring unparalleled value to these diverse groups. Drawing on our expertise, wealth of experience, expansive provider network, and
cutting-edge methodologies, we empower individuals and entities to establish a robust framework for mental, physical, and social well-being.
This empowerment enables our clients to proactively manage risks, enhance productivity, and cultivate healthier environments. As we persist
in our journey of evolution and innovation, we maintain an unwavering dedication to refining the 'first moment' response, ensuring sustained
improvements in overall outcomes and enduring advantages for our esteemed clientele.

 Client
examples are: third party administrators and health benefits providers such as Free Market Administrators which have embedded our solutions
into their product offerings to their partners which include some of the top-rated carriers, benefits providers, and insurance agencies
in the country such as Thin Blue Line Benefits; individual organizations such as Michigan Chamber of Commerce, Provident Insurance Solutions,
Cosmo Cabinets, Goddard Schools, The Museum of Contemporary Art Cleveland, Tri-County Jobs for Ohio's Graduates, Commissary Express;
as well as benefit providers/resellers who have bundled our unique solutions into their product offerings: Aloha Elements, National Consumer
Benefits Association, The Hero's Project, and Pinnacle Training Systems.

 The
Company generated minimal revenue in 2022 as its online healthcare platform was still in the application and development stage. During
2023, the Company had undergone a nearly complete change in the Board of Directors, its management, and its operations. Although this
change has been challenging, this shift has led to significant financial growth. In fact, the Company's revenue in 2023 was $309,422
which is over 5 times the 2022 revenue of $59,268.

 Moreover, the Company successfully
reduced its net loss in 2023 by $2.3 million from $6,830,415 in 2022 to $4,563,406 in 2023. This is the result of the new management
taking decisive steps to reduce costs by eliminating all related party transactions, continuing the remote work strategy started under
pandemic conditions, and dramatically reducing the number of employees by procuring out-sourced marketing expertise, its User Experience/User
Interface (UX/UI) platform, as well as its IT development and maintenance.

 Going Concern

 We have incurred net losses
of $37.2 million since inception through December 31, 2023. The report of our independent registered public accounting firm on our consolidated
financial statements for the year ended December 31, 2023 contains an explanatory paragraph regarding our ability to continue as a going
concern based upon the fact that we are dependent upon our ability to increase revenues along with raising additional external capital
as needed. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful
in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would
lose their entire investment in our company.

 Results of Operations

 Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 Revenue

 The
Company generated $309,422 in revenues during 2023. During 2022, the Company generated $59,268 in revenues from the operations of the
Health Karma Subsidiary.

 Operating
 Expenses

 A
summary of our operating expense for the years ended December 31, 2023 and 2022 follows:

 Increase /

 2023

 2022

 (Decrease)

 Operating expense

 Professional fees

 $
 1,861,450

 $
 1,758,005

 $
 103,445

 Professional fees – related party

 —

 242,600

 (242,600
)

 Management fee – related party

 —

 720,000

 (720,000
)

 Personnel related expenses

 1,005,213

 3,198,226

 (2,193,013
)

 Other selling, general, and administrative

 1,122,410

 641,929

 480,481

 Interest expense

 647,246

 271,117

 376,129

 Credit for uncollectible prepaid expense – related party

 —

 (180,513
)

 180,513

 Impairment of intellectual property

 —

 238,319

 (238,319
)

 Total operating expense

 4,636,319

 6,889,683

 (2,253,364
)

 Operating expenses decreased
$2,253,364 or 33% to $4,636,319 in 2023 compared to $6,889,683 in 2022. The decrease in total operating expenses is primarily due to:

 1.

 The decrease in personnel related expenses of $2,193,013 is primarily resulted from the termination of employees during the year ended December 31, 2023 compared to the year ended December 31, 2022.

 2.

 The decrease in related party fees of a combined $962,600 is due to the elimination of related party transactions and relationships during the year ended December 31, 2023 compared to the year ended December 31, 2022.

 Liquidity and Capital Resources

 We have an accumulated deficit
of $ 37,176,211 at December 31, 2023. As of December 31, 2023, we had negative working capital of $6,710,454. Additionally, due to the
"start-up" nature of our business, we expect to incur losses as we continue development of our business plan.

 These
conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet
our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through
private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there
is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional
capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Net cash used in operating
activities was $1,229,546 for the year ended December 31, 2023, compared to $3,561,083 for the year ended December 31, 2022.

 Net cash used in investing
activities was $0 for the year ended December 31, 2023, compared to $1,379 used in investing activities for the year ended December 31,
2022.

 Net cash provided by financing
activities was $1,236,851 during the year ended December 31, 2023 compared to $3,502,460 for the year ended December 31, 2022.

 Other
Contractual Obl ig ations

 None.

 Off-Balance
Sheet Arran g ements

 We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other
contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee
contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar
arrangement that serves as credit, liquidity or market risk support for such assets.

 Critical
Accountin g Policies

 Our
discussion and analysis of our financial condition and results of operations are based upon our audited and unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The
preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our
estimates, including those related to income taxes, the valuation of equity transactions and intellectual property. We base our estimates
on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets
and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical
accounting policies affect our more significant judgments and estimates used in the preparation of the unaudited consolidated financial
statements.

 Basis
of Presentation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform
to GAAP. The following summarizes the more significant of these policies and practices.

 Use
of Estimates

 In
preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting year.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results
could differ significantly from estimates.

 A
material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment
of intellectual property. The Company deems the intellectual property to be impaired if a forecast of undiscounted future operating cash
flows is less than the carrying amount. Although considerable variability is likely to be inherent in this estimate, management believes
that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected
in current operations.

 Risks
and Uncertainties

 The
Company's operations are subject to significant risks and uncertainties including financial, operational, and regulatory risks, including
the potential risk of business failure.

 Fair
Value Measurement

 The
Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an
orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes
the inputs used in the valuation methodologies in measuring fair value as follows:

 Level 1.
 Valuations based on quoted prices in active markets for identical assets or liabilities that
an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

 Level 2.
 Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical
assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for
substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

 Level 3.
 Valuations based on inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities. The Company's website and development costs are the only assets or
liabilities valued with Level 3 inputs.

 Fair
Value of Financial Instruments

 The
carrying value of cash, accounts payable and accrued expenses and accounts payable and accrued expenses – related party, approximates
its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company
is not exposed to significant interest or credit risks arising from these financial instruments.

 Senior Convertible Debentures:
The fair value of the debentures is estimated using a discounted cash flow analysis based on the current rate of similar debt. The estimated
fair value of the debentures is $3,956,958 as of December 31, 2023, and was determined using level 3 inputs.

 Income
 Taxes

 The
Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred
tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities
using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation
allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or
all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or
loss in the year that includes the enactment date.

to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process.
The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the
resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position
that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax
position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent
period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should
be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard
also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

 The
Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not
be realized as of December 31, 2023.

 Accordingly,
a valuation allowance was recorded against the net deferred tax asset.

 Revenue
 Recognition

 In
accordance with GAAP, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange
for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify
the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate
the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance
obligation.

 In
2023 and 2022, the Company generated revenues by selling bundled health and well-being services to individuals, employer groups, organizations,
associations, resellers, and third-party administrators. Our product offerings are based on a monthly subscription model, typically involving
12-month agreements. This structure provides significant revenue stability and visibility. Under our per-membership-per-month ("PMPM")
subscription model, clients pay a monthly fee calculated by multiplying the number of active memberships by the contracted PMPM fee.
This model allows us to establish long-term commitments with our clients, fostering mutually beneficial partnerships. The predictable
monthly fees and long-term contracts enhance revenue visibility and forecasting accuracy. This approach enables efficient resource allocation
to meet client needs and ensures high-quality service delivery throughout the contracted period. We recognize revenue on a monthly basis
as services are rendered and performance obligations are satisfied.

 Share
Based Payment Arrangements

 The
Company applies the fair value method in accounting for its stock-based compensation. This standard states that compensation cost is
measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
The Company values the stock-based compensation at the fair value of the Company's stock as of the date of issuance.

 Recoverability
of Long-Lived Assets

 The
Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected
future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired
if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired,
the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed
there was no write- down of long-lived assets required during 2023 and 2022, excess intellectual property acquired. There can be no assurances
that future impairment tests will not result in further charge to operations.

 Recently
Issued Accounting Pronouncements

 See
Note 4 to our consolidated financial statements for more information regarding recent accounting pronouncements and their impact to our
consolidated results of operations and financial position.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not
applicable to a smaller reporting company.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
consolidated financial statements of our Company as of December 31, 2023 and 2022 and for the years then ended are set forth in the Form
10-K beginning at page F- 1.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 We
maintain a system of disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the
time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including
our Chief Executive Officer (Principal Executive Officer) and Principal Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure.

 We
carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act under the supervision and with the
participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our financial
disclosures, controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2023.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or
detected on a timely basis.

 Based
upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures
were not effective as of December 31, 2023, based on the following deficiencies:

 Weakness in Accounting and Finance Personnel: Currently
we do not have sufficient internal resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of
a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by
management to be a material weakness in preparing consolidated financial statements.

 We have written accounting policies and control procedures,
but we do not have sufficient staff to implement the related controls. Management had determined that this lack of the implementation
of segregation of duties, as required by our written procedures, represents a material weakness in our internal records.

 Internal control has at its core a basic tenant segregation
of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes carious asset controls
and recording duties and function to different employees. This lack of segregation of duties had been evaluated by management and has
been deemed to be a material control deficiency.

 The
Company has determined that the above internal control weaknesses and deficiencies could result in a reasonable possibility for the consolidated
financial statements that a material misstatement will not be prevented or detected on a timely basis by the Company's internal
controls.

 Management
is currently evaluating what steps can be taken in order to address these material weaknesses. As a growing small business, the Company
continuously devotes resources to the improvement of our internal control over financial reporting. Due to budget constraints, the staffing
size, proficiency, and specific expertise in the accounting department is below requirements for the operation. The Company is anticipating
correcting deficiencies as funds become available.

 Management's
Annual Report on Internal Control Over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). Such internal controls over financial reporting were designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in
accordance with generally accepted accounting principles.

 The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December
31, 2023. In making this assessment, the Company used the criteria set forth in Internal Control-Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based upon its evaluation under the framework in Internal Control-Integrated
Framework, the Company's management concluded that its internal control over financial reporting was not effective as of December
31, 2023.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to consolidated financial statement preparation and presentation.

 This
annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to
rules of the SEC to provide only management's report in this annual report.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 Adoption
or Termination of Trading Arrangements by Directors or Officers

 During
the Company's quarterly period ended December 31, 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the
Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"
as defined in Regulation S-K Item 408.

 Adoption
or Termination of Insider Trading Arrangements and Policies

 On
January 1, 2023, the Board of Directors adopted a Policy on Insider Trading.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
 applicable.

 PART
III

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. DIRECTORS AND EXECUTIVE OFFICERS

 The
following table sets forth the names and ages of all of our directors and executive officers. We have a Board comprised of five
 members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion
of the Board and are appointed by the Board. Also provided herein are brief descriptions of the business experience of each of the directors
and officers during the past five years, and an indication of directorships held by each director in other companies subject to the reporting
requirements under the Federal securities law.

 Name

 Age

 Position(s) and Office(s) Held

 Travis Jackson

 Chief Executive Officer, Treasurer, Director

 Noel Guillama

 John Marino

 Chairman of the Board of Directors

 Robert Hood

 Chief Operating Officer, Secretary, Director

 Scott Powell

 Dr. Ann Hawkins

 Chief Innovation & Marketing Officer

 Set
forth below is a brief description of the background and business experience of our directors and our executive officers.

 Travis
Jackson. Mr. Jackson has served as our Chief Executive Officer since August 30, 2022 and member of our board of directors since
June 14, 2022. Prior to this, Mr. Jackson served as Chief Executive Officer of our wholly owned subsidiary, Health Karma, since August
16, 2021. Mr. Jackson brings a wealth of experience across virtually every dimension of healthcare. Previously, he served as VP of Strategy
& Business Development for Beacon Health Options, the largest independently held behavioral health organization in the country. Beacon
serves more than 40 million individuals across all 50 states, including nearly 3 million individuals under comprehensive risk-based behavioral
programs. Mr. Jackson was responsible for sales, strategy and business development for the company in the Western US. Sales efforts directed
towards commercial health insurance plans, state and county Medicaid plans and large TPA's. While at Beacon, the Company was acquired
by Anthem in 2020 and resided as a wholly owned subsidiary in Anthem's Diversified Business Group.

 Prior
to Beacon, Mr. Jackson was Executive VP of Sales for Linkwell Health, where he was responsible for national sales and marketing activities
for the company, with these efforts directed towards health insurance plans, hospital systems and health services companies. Mr. Jackson
also has had success in his career building new businesses. He was a founder of Ascendant Behavioral Health, a series of outpatient behavioral
health clinics. Mr. Jackson was responsible for clinic set up including locations, billing, hiring and staffing, IT set up and clinic
processes.

 Prior
to that, Mr. Jackson was Founding Partner & Executive Vice President of Sales of MY ePHT, where he created a multimillion-dollar
company from an initial idea, through fundraising, production, active sales and service and renewal phases. During his time, he participated
in the Executive Leadership Board of the company creating, reviewing and approving all strategy and operations, and was one of the key
decision makers in the sale of the company. At time of sale, MY ePHT had achieved 22.7 million paid members.

 Noel
J. Guillama. Mr. Guillama is a nationally recognized expert and lecturer on healthcare management/operations and the use of technology
in healthcare. Since 1984, he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare,
technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several
patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Since 2004, Mr. Guillama has been President
of The Quantum Group, Inc ("Quantum"), a private healthcare technology and innovation company that has in the past operated
through subsidiary healthcare delivery networks, contracted with over 2,000 providers and contracted with managed care companies. Quantum
currently controls various intellectual properties, including an electronic healthcare records (EHR) platform it designed and built,
and it controls a number of issued and pending patents in the U.S. Quantum is a greater than 5% shareholder of the Company.

 From
1996 to 2000, Mr. Guillama was the Founder, Chairman, President and Chief Executive Officer of Metropolitan Health Networks, Inc. (AMEX:MDF),
a management services organization. Mr. Guillama left Metropolitan to develop Quantum Innovations, Inc. and its parent company, Quantum.
Mr. Guillama has served as Quantum's Chief Executive Officer and President since its inception. Mr. Guillama was VP of Development
for MedPartners, Inc., a Birmingham, Alabama-based physician practice management company. Prior to MedPartners, he served as Director
and Vice President of Operations for Quality Care Networks, Inc., a South Florida-based comprehensive group practice.

 Mr.
Guillama is the immediate Past Chair (Currently Director) of the Florida International University Foundation, Inc., a direct support
organization of Florida International University, managing a $230 million endowment. Prior to this Chair position, he served FIU as Chair
of Finance, Investments, and Academics Committees. He is currently director and Past-Chair of the Palm Beach State College Foundation.
Mr. Guillama is currently a Member of the Executive Leadership Council of the Dr. Kiran C. Patel College of Allopathic Medicine and Nova
Southeastern University in Broward County, Florida, and was a past trustee of Palms West Hospital (2005 to 2011). Mr. Guillama served
on the executive committee of the Patient-Centered Primary Care Collaborative (PCPCC) and is a past member of the American College of
Health Care Executives, the Healthcare and Information Management Systems Society (HIMSS), the Medical Group Management Association (MGMA),
and the American College of Medical Practice Executives (ACMPE). Mr. Guillama is a graduate of executive and leadership programs at Massachusetts
Institute of Technology, University of Georgia and Florida International University.

 John
Marino. Mr. Marino has served as the Chairman of the Board of Directors since September 2022. Mr. Marino's previous experience
includes serving as the Director of Real Estate and Legislative Affairs at Patriot Rail Corp., a company based in Boca Raton, Florida
that operates short line and regional railroads in the United States. During his time at Patriot Rail Corp., Mr. Marino was responsible
for managing and developing railroad real estate, including industrial development, as well as managing all easements and encroachments
related to rights-of-way. Prior to joining Patriot Rail Corp., Mr. Marino served as the President of Transportation Management Services,
Inc. (TMS). He holds a Bachelor of Science in International Business from American University in Washington D.C.

 Robert
Hood. Mr. Hood has served as our Chief Operating Officer as an employee as of January
1, 2023 and member of our board of directors since October 10, 2023. Mr. Hood has a diverse executive management background, having
held positions in operations, corporate planning, strategic marketing, and business development for various corporations in different
industries. His strengths are in providing leadership and strategic direction, especially for new ventures and business development opportunities.

 Prior
to his current position, Mr. Hood was the President and Chief Innovation Officer for 24hr Virtual Clinic Inc., which was acquired by
the Company in 2022. 24hr Virtual Clinic developed the Workers 1 st Call, Responders 1 st Call, and Student 1 st
 Call products currently being offered by the Company.

 Prior
to 24hr Virtual Clinic, Mr. Hood was a principal with WellCare Dimensions Inc., a consulting firm focused on new dimensions in health
and well-being solutions. WellCare Dimensions provides tools, training, and resources for individuals and corporations to manage and
control their healthcare costs by being responsible for their health and well-being.

 Prior
to Wellcare Dimensions Inc, Mr Hood was an Owner and Executive Vice President for Life Fitness Inc, one of the world's largest
exercise equipment companies where Mr. Hood directed the pioneering of several exercise equipment technology breakthroughs. As Director
of Corporate Planning for Bally Manufacturing, Mr. Hood spearheaded the acquisition by Bally of LifeCycle Inc. which became Life Fitness
Inc.

 Mr.
Hood is a Magna cum Laude Mechanical Engineering graduate from the University of Akron and is an MBA graduate in Marketing from the Kellogg
Graduate School of Management.

 Scott
Powell. As of December 6, 2023, Mr. Powell has served as a Director for the Company. Mr. Powell is currently a Senior Fellow
with Discovery Institute Center on Wealth and Poverty. Scott Powell has enjoyed a career split between theory and practice with 35 years
of experience as an entrepreneur and founder of two companies. At the time of selling his last business practice, he became a visiting
fellow at Stanford's Hoover Institution and then joined the Discovery Institute, while also founding a consulting firm, Remington
Rand. His research and writing has resulted in over 300 published articles on economics, business, political culture and regulation in:
The Wall Street Journal, Investor's Business Daily, USA Today, Barron's Financial, The Federalist, Newsmax, Epoch Times,
New York Post, Chicago Tribune, Dallas Morning News, San Francisco Chronicle, San Jose Mercury News, Philadelphia Inquirer, Houston Chronicle,
St. Louis Post-Dispatch, San Diego Union, and some two dozen other newspapers and journals in the U.S., Japan and Europe.

 He
authored the Hoover monograph, The Entrepreneur as the Mainspring of Economic Growth, which explains why the state cannot perform
the entrepreneurial function, and he produced an in-depth critique of Sarbanes-Oxley regulations, published in Barron's Financial
 and the Hoover Digest. Following the 2008 mortgage and banking crisis, he was one of the first to write a succinct analysis
of what happened and why, which was published as the editorial in Barron's Financial.

 Scott's
first book, Covert Cadre, documented the political cultural changes sweeping through America that would change and undermine the
business climate in America; it was hailed by National Review as one of the most important books of the 1988 election year. His
latest book, Rediscovering America, was a #1 bestselling new release in the American history genre; it succinctly explains how
and why the United States has been entirely unique and different from every other nation in human history. Scott has been called on to
provide expert witness analysis and testimony for the U.S. Senate Committee on Foreign Relations and the US Senate Select Committee on
Intelligence. He has also taught international economics at the graduate school level and has made appearances on some 400 radio and
television shows throughout the U.S.

 Scott Powell graduated from the University of Chicago with honors (B.A. and M.A.) and received his Ph. D. in political and economic
theory from Boston University, writing his dissertation on the determinants of entrepreneurial activity and economic growth.

 Ann
Hawkins PhD. Dr Hawkins has served as our Chief Innovation & Marketing Officer as an employee as of January 1, 2023. Dr Hawkins
is one of the pioneers to recognize the benefits of preventive healthcare, which she coined as "wellcare". Her understanding
of the positive financial, personal, and practical implications of prevention and responsible healthcare are the keystones and the passion
of her career. She is an educator and entrepreneur. Her sales and marketing affiliations with health spas, athletic and fitness equipment
companies gave her "hands on" experience implementing academic concepts into real life situations. The sales and marketing
experiences gave her practical expertise to share in the academic arena.

 Prior
to this, Dr. Hawkins was the Founder and Chief Executive Officer for 24hr Virtual Clinic Inc., which was acquired by the Company in 2022.
24hr Virtual Clinic developed the Workers 1 st Call, Responders 1 st Call, and Student 1 st Call products
currently being offered by the Company.

 Prior
to 24hr Virtual Clinic, Dr. Hawkins was the Founder and Chief Executive Officer for Wellcare Dimensions Inc. a consulting company providing
new dimensions to the delivery of healthcare and wellness services – primarily focused on prevention and responsible healthcare.
This is done using cutting edge tools focused on mind, body, and inspirational health – initiating responsible healthcare. One
of the early initiatives was the successful launch of a network marketing company which provided a homeopathic product line coined, naturalceuticals,
into Europe.

 Dr
Hawkins received a PhD degree in Sports Management from the University of Northern Colorado being acknowledged as the first female in
the U.S to achieve this degree. Her doctoral thesis was on the cost benefits to corporations in keeping their employees healthy versus
paying the cost to bring employees back to health after an illness.

 Legal Proceedings

 None of our directors or officers are involved in any legal
proceedings as described in Regulation S-K (§229.401(f)).

 Corporate Governance

 Board of Directors

 The
board of directors oversees our business affairs and monitors the performance of management. Directors are elected for a one-year term
and hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other
cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term,
or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office,
although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.
Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the shareholders.

 We
do not have a policy regarding the consideration of any director candidates, which may be recommended by our stockholders, including
the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating
director nominees. Further, when identifying nominees to serve as a director, while we do not have a policy regarding the consideration
of diversity in selecting directors, we seek to create a board of directors that is strong in its collective knowledge and has a diversity
of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations,
business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential
recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted
any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While
there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will
participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the
professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience
to our Board.

 We
have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee
performing a similar function. The functions of those committees are being undertaken by the board of directors as a whole.

 Our
securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently
otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent"
directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

 Board leadership structure and the Board's
role in risk oversight

 Our
Board believes our current structure provides independence and oversight and facilitates the communication between senior management
and the full board of directors regarding risk oversight, which the Board believes strengthens its risk oversight activities.

 Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks,
including liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management
of the risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the board
of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate
and functioning as designed. To do this, the members of our board of directors meet regularly with management to discuss strategy and
risks we face.

 Director independence

 We have five directors, of which Mr. Marino, Mr. Guillermo,
and Mr. Powell are independent.

 Director qualifications

 Travis
Jackson – Mr. Jackson brings a wealth of experience across multiple dimensions of healthcare. Throughout his numerous roles,
Mr. Jackson has been responsible for national sales directed toward health insurance plans, providing access to state and county Medicaid
plans, and even setting up outpatient behavioral health clinics. Mr. Jackson also has had success in his career building new businesses.
He was a founder of both Ascendant Behavioral Health and Highland Springs Specialty Clinics, a series of outpatient behavioral health
clinics. In addition, Mr. Jackson was a founder in a healthcare technology startup where he created a multimillion-dollar company from
an initial idea, through fundraising, production, active sales and service and renewal phases. Accordingly, the Board determined that
Mr. Jackson is qualified to serve as a member of our board of directors.

 Noel
Guillama – Mr. Guillama is a nationally recognized expert in healthcare management and operations. He has served, past and
present, as Chairman and Director of multiple healthcare technology companies and health-related executive committees, both private and
publicly listed on NASDAQ and NYSE-Amex. His experience in the healthcare industry and his development of patented healthcare technologies
are at the core of the Company's new business plan. These factors were considered by the board in reaching their conclusion regarding
Mr. Guillama's qualification to serve as a director.

 John
Marino – Mr. Marino is a seasoned executive of public and private companies, bringing significant experience driving revenue
growth, operating efficiently at scale in highly regulated industries, and delivering value to shareholders Accordingly, the Board determined
that Mr. Marino is qualified to serve as a member of our board of directors.

 In
addition to the each of the individual skills and background described above, the board also concluded that each of these individuals
will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our company and,
on the development, and execution of our strategy.

 Robert
Hood - Mr. Hood has a diverse executive management background, having held positions in operations, corporate planning, strategic
marketing, and business development for various corporations in different industries. His strengths are in providing leadership and strategic
direction, especially for new ventures and business development opportunities. Mr. Hood was the Chief Innovation Officer for 24hr Virtual
Clinic Inc., which was acquired by the Company in 2022, and was an Owner and Executive Vice President for Life Fitness Inc., one of the
world's largest exercise equipment companies. As Director of Corporate Planning and Development for GATX Corp., Mr. Hood was a
pioneer in the development of the systematic strategic planning processes. Accordingly, the Board determined that Mr. Hood is qualified
to serve as a member of our board of directors

 Scott
Powell – Mr. Powell has enjoyed a career split between theory and practice with 35 years of experience as an entrepreneur and
founder of two companies. At the time of selling his last business practice, Mr. Powell became a visiting fellow at Stanford's
Hoover Institution and then joined the Discovery Institute, while also founding a consulting firm, Remington Rand. He authored the Hoover
monograph, The Entrepreneur as the Mainspring of Economic Growth, which explains why the state cannot perform the entrepreneurial
function, and he produced an in-depth critique of Sarbanes-Oxley regulations, published in Barron's Financial and the Hoover
Digest. Following the 2008 mortgage and banking crisis, he was one of the first to write a succinct analysis of what happened and
why, which was published as the editorial in Barron's Financial. Accordingly, the Board determined that Mr. Powell is qualified
to serve as a member of our board of directors

 Compensation

 On
April 22, 2024, an award of 250,000 shares of MDXL stock has been given to all current board members in recognition of their services
to the board and the Company in lieu of any other compensation.

 Code
of Business Conduct and Ethics

 In
January 2023, the Company adopted an Insider Trading Policy and a Code of Ethics & Business Practices Policy which applies to our
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Controller and any other persons performing similar functions
as well as our Board of Directors. This code provides written standards that we believe are reasonably designed to deter wrongdoing and
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities and Exchange Commission.
A copy of this Code is available without charge upon written request to our Corporate Secretary at our principal executive offices.

 ITEM
11. EXECUTIVE COMPENSATION. SUMMARY COMPENSATION TABLE

 The
table below summarizes all compensation recorded by us in the past two years for our principal executive officer and principal financial
officer and each other executive officer serving as such whose annual compensation exceeded $100,000, and up to two additional individuals
for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of
our company at December 31, 2023.

 Name and Principal

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Nonqualified
 Deferred
 Compensation

 All
 Other
 Compensation

 Total

 Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Travis Jackson - CEO

 2023

 $
 205,000

 —

 —

 —

 —

 —

 $
 205,000

 2022

 $
 205,000

 —

 —

 —

 —

 —

 $
 205,000

 Robert Hood - COO

 2023

 $
 91,000

 —

 —

 —

 —

 —

 $
 91,000

 Dr Ann Hawkins - CMO

 2023

 $
 91,000

 —

 —

 —

 —

 —

 $
 91,000

 Neil Swartz (1)

 2022

 —

 —

 —

 —

 —

 $
 360,000

 $
 360,000

 Timothy S Hart (2)

 2022

 —

 —

 —

 —

 —

 $
 602,600

 $
 602,600

 (1)
 There is no employment agreement between Mr. Swartz and the Company. There
was no compensation or related party management fees to Mr. Swartz in 2023. In 2022, Mr. Swartz did not earn any compensation
as an individual. However, Mr. Swartz is 50% owner of TBG Holdings, Corp. During 2022, the Company recognized $720,000 as related party
management fees. As such, we have included 50% of the recognized expense in the table above.

 (2)
 There is no employment agreement between Mr. Hart and the Company. There
was no compensation or related party management fees to Mr. Hart in 2023. In 2022, Mr. Hart did not earn any compensation as an
individual, however, Mr. Hart is 50% owner of TBG Holdings Corp. During 2022, the Company recognized $720,000 as related party management
fees due to TBG. As such, we have included 50% of the recognized expense in the table above. Additionally, Mr. Hart provides services
to the Company through a company he owns, R3 Accounting. During 2022, the Company recognized expenses related to R3 Accounting services
of $242,600.

 Outstanding
Equity Awards at Fiscal Year-End Table

 The
Company had no outstanding equity awards as of December 31, 2023.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
following table sets forth certain information as of December 31, 2023 by (i) all persons who are known by us to beneficially own more
than 5% of our outstanding shares of common stock, (ii) each director and Named Executive Officer; and (iii) all executive officers and
directors as a group:

 Title of Class

 Series
 A Convertible Preferred Stock

 Common
 Stock

 Name and Address of Beneficial Owner (1)

 Number
 of Shares Beneficiary
 Owned
 (2)

 Common
 Stock Equivalents

 %
 of Class (2)

 Number
 of Shares Beneficially Owned (2)

 %
 of Class

 Directors and Named Executive Officers

 Travis Jackson

 —

 —

 —

 2,050,000

 1.57
 %

 Noel Guillama (3)

 88,298

 8,300,012

 %

 5,500,000

 4.22
 %

 John Marino (4)

 —

 —

 —

 823,070

.63
 %

 Scott Powell

 —

 —

 —

 680,000

.52
 %

 Robert Hood & Catherine Ann Hawkins-Hood

 —

 —

 —

 1,000,000

.77
 %

 5% shareholders

 TBG Holdings Corporation

 —

 —

 —

 7,878,019

 6.05
 %

 Cede & Co

 —

 —

 —

 7,387,756

 5.67
 %

 (1)
 Beneficial ownership is determined in accordance with SEC rules and generally includes voting
or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power
and investment power with respect to the shares of our common stock.

 (2)
 Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated
based on 131,833,053 shares of common stock issued and outstanding as of December 31, 2023. Under Rule 13d-3(d) of the Exchange Act,
shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose
of calculating the percentage owned by each other person listed.

 (3)
 Represents (a) 8,300,012 shares of common stock issuable upon conversion of 88,298 shares
of Series A Convertible Preferred Stock; (b) 4,500,000 shares of common stock held by The Quantum Group, Inc., which is controlled by
Mr. Guillama; and (c) 1,000,000 shares of common stock held by Guillama 2, Inc., which is owned by Mr. Guillama. Mr. Guillama may be
deemed to have beneficial ownership of the shares held by The Quantum Group, Inc, and Guillama 2, Inc.

 (4)
 Represents (a) 823,070 shares of common stock held by Harrison Holdings LLC, which is controlled
by Mr. Marino. Mr. Marino may
be deemed to have beneficial ownership of the shares held by Harrison Holdings LLC.

 Securities
authorized for issuance under equity compensation plans

 We
have not adopted any equity compensation or similar plans.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 We
do not have a formal written policy for the review and approval of transactions with related parties; however, our Code of Business Conduct
and Ethics require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal
interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations
to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships
that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside
legal counsel will review the transaction and relationship disclosed and the Board will make a formal determination regarding each Director's
independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.

 Transactions
with Related Persons

 The
board is responsible for review, approval, or ratification of related party transactions entered into between us and related persons.
Under SEC rules, a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common
stock, and their affiliates and immediate family members.

 The
board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest
in the following categories of transactions:

 any transaction with another company for which a related person's only
relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company's
shares, if the amount involved does not exceed the greater of $1 million or 2% of that company's total annual revenue;

 compensation to executive officers determined by the board;

 compensation to directors determined by the board;

 transactions in which all security holders receive proportional benefits; and

 banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under
a trust indenture, or similar service.

 The
board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether
the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the
transaction in its discretion. The board reviews all material facts related to the transaction and takes into account, among other factors
it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party
under the same or similar circumstances; the extent of the related person's interest in the transaction; and, if applicable, the
availability of other sources of comparable products or services.

 The
following are related party transactions for the fiscal year ended December 31, 2023:

 At
December 31, 2023, the Company owes $70,960 to Wellcare Dimensions Inc., which is owned and operated by Robert Hood and Dr. Ann Hawkins
for consulting services. As of January 1, 2023, Robert Hood and Dr. Ann Hawkins are employed by Health Karma as COO
and CIO, respectively.

 The
following are related party transactions for the fiscal year ended December 31, 2022:

to an agreement dated June 2013 and amended in July 2021, TBG Holdings Corp. ("TBG"), was engaged to provide business advisory
services, manage, and direct our public relations, provide recruiting services, develop, and maintain material for market makers and
investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by
Neil Swartz, the Company's former Interim Chief Executive Officer and director, and a significant stockholder of the Company, and
Timothy Hart, the Company's former Chief Financial Officer and director, and a significant stockholder of the Company. Effective
on June 14, 2022, Neil Swartz voluntarily resigned as CEO of MediXall Group, Inc. and the Company appointed Noel J. Guillama-Alvarez
as his successor. On August 30, 2022, Noel J. Guillama- Alvarez voluntarily resigned as CEO and the Company appointed Travis Jackson
as his successor. On September 15, 2022, Timothy Hart voluntarily resigned as CFO of Medixall Group, Inc. and the Company appointed Noel
J. Guillama-Alvarez as his successor, who has also voluntarily resigned in 2023.

 Under
this agreement, the Company paid TBG a monthly fee of $40,000. In April 2021, we entered into an additional agreement with TBG to provide
management services specifically to our Health Karma subsidiary. Under this new agreement, the Company paid TBG an additional monthly
fee of $40,000. During the year ended December 31, 2022, the Company expensed $720,000 of related party management fees related to these
agreements. These agreements have been terminated effective September 30, 2022.

 R3
Accounting LLC ("R3"), owned by Mr. Hart, provides accounting, tax, and bookkeeping services to the Company. During the year
ended December 31, 2022, the Company expensed $242,600 related to R3 services.

 Prepaid
expenses (accounts payable and accrued expenses) to related parties are as follows:

 At
 31,

 At
 31,

 Related Party

 2023

 2022

 Turnkey – agreements have been terminated effective September 30, 2022*

 $
 —

 $
 (547,650
)

 R3 – agreements have been terminated effective September 30, 2022*

 —

 (62,640
)

 Wellcare Dimensions, Inc.

 (70,960
)

 —

 $
 (70,960
)

 $
 (610,290
)

 *At December 31, 2023, these parties are no longer considered related
parties.

 Review, Approval or Ratification of Transactions with Related
 Persons

 Our
unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire
Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the
transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director's independence in the event
the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder
or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the
transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and
conclusion in written minutes.

 Independence

 Please
refer to "Director Independence" under the section titled "CORPORATE GOVERNANCE" in "ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE."

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Hacker,
Johnson & Smith, P.A. ("HJS") currently serves as our independent registered public accounting firm to audit our consolidated
financial statements for the fiscal years ended December 31, 2023 and 2022. To the knowledge of management, neither such firm nor any
of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than
as independent accountants.

 The
Board has considered the audit fees, audit-related fees, tax fees and other fees paid to HJS, as disclosed below, and has determined
that the payment of such fees is compatible with maintaining the independence of the accountants.

 2023

 2022

 Audit Fees

 $
 73,500

 $
 68,000

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 73,500

 $
 68,000

 Audit
Fees — This category includes the audit of our annual consolidated financial statements, review of condensed consolidated financial
statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public
accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters
that arose during, or as a result of, the audit or the review of interim financial statements.

 Audit-Related
Fees — This category consists of assurance and related services by the independent registered public accounting firm that are
reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported above under
"Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with
the Securities and Exchange Commission and other accounting consulting.

 Tax
Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax
compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All
Other Fees — This category consists of fees for other miscellaneous items.

 Our
board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm.
Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject
to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated
member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2023 and 2022
were pre-approved by the entire board of directors.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)
The following documents are filed as a part of this Annual Report on Form 10- K:

 1.
 Consolidated Financial Statements

 The following consolidated financial statements are included
in Part II, Item 8 of this Form 10- K:

 Report of Independent Registered Public Accounting Firm;

 Consolidated Balance Sheets as of December 31, 2023 and 2022;

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022;

 Consolidated Statements of Changes in Stockholders' Deficit For the Years Ended December 31, 2023
and 2022;

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022; and,

 Notes to Consolidated Financial Statements.

 2.
 Financial Statement Schedules

 Financial
statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the financial
statements or notes described in Item 15(a)(1) above.

 3.
 Exhibits

 The
exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated by reference.

 Exhibit No.

 Description

 3.1

 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of Form S-1 filed with the SEC on March 5, 2014)

 3.2

 Articles of Merger filed December 31, 2002 (Incorporated by reference to Exhibit 3.2 of Form S-1 filed with the SEC on March 5, 2014)

 3.3

 Certificate of Amendment to the Articles of Incorporation filed December 31, 2002 (Incorporated by reference to Exhibit 3.3 of Form S-1 filed with the SEC on March 5, 2014)

 3.4

 Certificate of Amendment to the Articles of Incorporation filed June 23, 2003 (Incorporated by reference to Exhibit 3.4 of Form S-1 filed with the SEC on March 5, 2014)

 3.5

 Certificates of Amendment to the Articles of Incorporation filed July 25, 2003 (Incorporated by reference to Exhibit 3.5 of Form S-1 filed with the SEC on March 5, 2014)

 3.6

 Certificates of Amendment to the Articles of Incorporation filed March 30, 2005 (Incorporated by reference to Exhibit 3.6 of Form S-1 filed with the SEC on March 5, 2014)

 3.7

 Certificate of Amendment to the Articles of Incorporation filed October 29, 2007 (Incorporated by reference to Exhibit 3.7 of Form S-1 filed with the SEC on March 5, 2014)

 3.8

 Certificate of Amendment to the Articles of Incorporation filed May 14, 2009 (Incorporated by reference to Exhibit 3.8 of Form S-1 filed with the SEC on March 5, 2014)

 3.9

 Certificate of Amendment to the Articles of Incorporation filed August 26, 2009 (Incorporated by reference to Exhibit 3.9 of Form S-1 filed with the SEC on March 5, 2014)

 3.10

 Certificate of Amendment to the Articles of Incorporation filed September 10, 2010 (Incorporated by reference to Exhibit 3.10 of Form S-1 filed with the SEC on March 5, 2014)

 3.11

 Certificate of Amendment to the Articles of Incorporation filed July 12, 2011 (Incorporated by reference to Exhibit 3.11 of Form S-1 filed with the SEC on March 5, 2014)

 3.12

 Certificate of Change filed September 21, 2011 (Incorporated by reference to Exhibit 3.12 of Form S-1 filed with the SEC on March 5, 2014)

 3.13

 Certificate of Amendment to the Articles of Incorporation filed July 2, 2013 (Incorporated by reference to Exhibit 3.13 of Form S-1 filed with the SEC on March 5, 2014)

 3.14

 Certificates of Amendment to the Articles of Incorporation filed July 10, 2013 (Incorporated by reference to Exhibit 3.14 of Form S-1 filed with the SEC on March 5, 2014)

 3.15

 Bylaws (Incorporated by reference to Exhibit 3.15 of Form S-1 filed with the SEC on March 5, 2014)

 3.16

 Amended and Restated Articles of Incorporation filed June 17, 2014 (Incorporated by reference to Exhibit 3.16 of Form S-1 filed with the SEC on July 15, 2014)

 3.17

 Certificate of Amendment to the Articles of Incorporation changing the Company's name from Continental Rail Corp. to MediXall Group, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed with the SEC on November 16, 2016)

 3.18

 Certificate of Change to effect a 1 for 15 reverse stock split (Incorporated by reference to Exhibit 3.3 of Form 8-K filed with the SEC on November 16, 2016)

 3.19

 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on June 24, 2020)

 10.1

 Agreement dated June 25, 2013 by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.1 of Form S-1 filed with the SEC on March 5, 2014)

 10.2

 Letter agreement dated May 27, 2013 by and between Continental Rail Corp. and Taylor-DeJongh International (Incorporated by reference to Exhibit 10.2 of Form S-1 filed with the SEC on March 5, 2014)

 10.3

 Employment Agreement effective June 27, 2013 by and between IGSM Group, Inc. and Wayne A. August (Incorporated by reference to Exhibit 10.3 of Form S-1 filed with the SEC on March 5, 2014)

 10.4

 Employment Agreement effective June 25, 2013 by and between IGSM Group, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.4 of Form S-1 filed with the SEC on March 5, 2014)

 10.5

 Amendment No. 1 to Agreement by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.5 of Form S-1 filed with the SEC on July 15, 2014)

 10.6

 Independent Consultant Agreement dated October 2, 2013 by and between John M. Keasling and Continental Rail Corp. (Incorporated by reference to Exhibit 10.6 of Form S-1 filed with the SEC on July 15, 2014)

 10.7

 Amendment to Independent Consultant Agreement dated June 24, 2014, effective October 2, 2013 by and between Continental Rail Corp. and John M. Keasling (Incorporated by reference to Exhibit 10.7 of Form S-1 filed with the SEC on July 15, 2014)

 10.8

 Agreement between the Company, Continental Rail, LLC, and the Company's Series A Preferred Shareholders (incorporated by reference from exhibit 10.1 to Form 8-K filed on June 26, 2015)

 10.9

 Definitive Agreement for the Exchange of Common Stock for Limited Liability Company interest dated June 24, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on June 27, 2016)

 10.10

 Share Exchange Agreement dated July 8, 2016 (Incorporated by reference to Exhibit 10.2 of Form 8-K filed with the SEC on December 16, 2016)

 10.11

 Share Exchange Agreement and Plan of Reorganization dated December 13, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on December 16, 2016)

 10.12

 Definitive Acquisition Agreement dated July 27, 2020 between the registrant and Turnkey Capital, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 29, 2020)

 14.1

 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 of Form S-1 filed with the SEC on March 5, 2014)

 19.1

 Insider Trading Agreement

 21.1

 List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on September 3, 2020)

 31.1

 Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 32.2

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ———————

 * Filed herewith.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 MediXall Group, Inc.

 Dated: January 27, 2025

 By:

 /s/ Travis Jackson

 Travis Jackson

 Chief Executive Officer

 Pursuant to the requirements of
the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Signature

 Title

 Date

 /s/ Shane Glavin

 Principal Financial Officer and Director (principal financial and accounting officer)

 Shane Galvin

 /s/ Travis Jackson

 Chief Executive Officer (principal executive officer)

 Travis Jackson

 /s/ John Marino

 Chairman

 John Marino

 /s/ Noel Guillama

 Noel Guillama

 /s/ Robert Hood

 Robert Hood

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 400)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended
 December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Shareholders and the Board of Directors

 MediXall Group, Inc.

 Fort Lauderdale, Florida:

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of MediXall Group, Inc. and Subsidiaries (the "Company"), as of December
31, 2023 and 2022 and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for
the years then ended and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position
of the Company as of December 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United States of America.

 Going
 Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated
deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 To the Shareholders and the Board of Directors

 MediXall Group, Inc.

 Page Two

 Emphasis
of Matter – Significant Related Party Transactions

 As
discussed in Note 8 to the consolidated financial statements, the Company engages in significant related party transactions with entities
which the Company's former Interim Chief Executive Officer and the Company's former Chief Financial Officer have significant
management responsibilities and controlling equity ownership. Our opinion is not modified with respect to this matter.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the Board of Directors and that (i) relates to accounts or disclosures that are material
to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.

 Evaluating
Website and Development Costs for Impairment

 The
Company's website and development costs (W&DC's) amounted to $43,410 as of December 31, 2023. As discussed in Note 5
to the consolidated financial statements, these costs were incurred during the application and development stage of the project. W&DC's
are reviewed annually for impairment, or more frequently if indicators of impairment exist. The Company performed an impairment test
for the W&DC's and concluded that there was no impairment as of December 31, 2022. The evaluation of impairment involves comparing
the current fair value of W&DC's to its carrying value. Management uses the assistance of an independent specialist to determine
the estimated fair value of W&DC's. Fair value is estimated using a cost-based approach model, specifically the cost to recreate
or reproduce the asset using actual historical cost incurred. The model contains several quantitative adjustments. The determination
of fair value using this technique requires the use of significant inputs, estimates and assumptions.

 The
principal consideration for our determination that performing procedures relating to the impairment assessments of the W&DC's
is a critical audit matter is the significant and inherent judgment required in developing the fair value measurement of the asset. In
turn, this led to a high degree of auditor judgment, effort and subjectivity in performing procedures and evaluating audit evidence related
to these inputs, estimates, and significant assumptions for the impairment analysis. In addition, the audit effort involved the use of
an independent impairment analysis provided by a management specialist with specialized skill and knowledge.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included the following, among others:

 We assessed the reasonableness of the valuation model the Company utilized to complete the impairment
 analysis.

 We evaluated the reasonableness of the inputs, assumptions, and estimates
utilized in the Company's impairment analysis, which included the Company's historical data, consumer price index, and income
taxes

 We tested financial data utilized in the impairment analysis to assess the accuracy and completeness
of the inputs

 We tested the overall mathematical accuracy of the impairment analysis.

 /s/ HACKER, JOHNSON & SMITH PA

 HACKER, JOHNSON & SMITH PA

 We have served as the Company's auditor since 2018.

 Fort Lauderdale, Florida

 F- 3

 CONSOLIDATED BALANCE
SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 10,721

 $
 3,416

 Other assets

 3,484

 8,083

 Total current assets

 14,205

 11,499

 Furniture and equipment, net

 13,488

 21,755

 Intellectual property

 130,000

 156,000

 Right-of-use-operating lease asset

 —

 260,177

 Website and development costs

 43,410

 412,582

 Total assets

 201,103

 862,013

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 2,823,422

 $
 1,100,147

 Accounts payable and accrued expenses - related party

 70,960

 610,290

 Operating lease liability

 —

 75,691

 Senior Convertible Debentures, net of discount of $ 126,681 and $ 166,167

 3,830,277

 2,555,793

 Total current liabilities

 6,724,659

 4,341,921

 Operating lease liability, net of current portion

 —

 189,457

 Total liabilities

 6,724,659

 4,531,378

 Contingencies (Notes 3 and 11)

 —

 STOCKHOLDERS' DEFICIT:

 Series A Convertible Preferred Stock, $ 0.001 par value, 1,000,000 authorized; 176,596 and 264,894 issued and outstanding

 $

 $

 Series B Convertible Preferred Stock, $ 0.001 par value, 4,000,000 authorized 3,909,360 issued and outstanding

 3,909

 3,909

 Common Stock, $ 0.001 par value 750,000,000 shares authorized; 130,487,491 and 122,182,860 shares issued and outstanding

 130,487

 122,182

 Additional paid-in capital

 30,518,082

 28,817,084

 Accumulated deficit

 ( 37,176,211
)

 ( 32,612,805
)

 Total stockholders' deficit

 ( 6,523,556
)

 ( 3,669,365
)

 Total liabilities and stockholders' deficit

 201,103

 862,013

 (The accompanying notes are an integral
part of these consolidated financial statements)

 F- 4

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2023

 2022

 Revenue

 $
 309,422

 $
 59,268

 Cost of Services

 236,509

 —

 Gross Margin

 72,913

 59,268

 Operating Expenses

 Professional fees

 1,861,450

 1,758,005

 Professional fees - related party

 —

 242,600

 Management fees - related party

 —

 720,000

 Personnel related expenses

 1,005,213

 3,198,226

 Other selling, general and administrative

 1,122,410

 641,929

 Interest Expense

 647,246

 271,117

 Credit for uncollectible prepaid expense – related party

 —

 ( 180,513
)

 Impairment of intellectual property

 —

 238,319

 Total Operating Expenses

 4,636,319

 6,889,683

 Loss before income taxes

)

)

 Income taxes

 —

 —

 Net Loss

)

)

 Less preferred stock dividends

 313,405

 313,405

 Net Loss to common stockholders

 $
 ( 4,876,811
)

 $
 ( 7,143,820
)

 Net loss per common stock

 Basic

 $
 ( 0.04
)

 $
 ( 0.06
)

 Diluted

 $
 ( 0.04
)

 $
 ( 0.06
)

 Weighted average number of common shares outstanding during the periods

 Basic and Diluted

 127,167,110

 116,663,347

 (The accompanying notes are an integral
part of these consolidated financial statements)

 F- 5

 STATEMENT OF CHANGES IN STOCKHOLDERS'
 DEFICIT

 Years Ended December 31, 2023
and 2022

 Series A Convertible
 Preferred Stock

 Series B Convertible
 Preferred Stock

 Common Stock

 $0.001
 Par
 Value

 $0.001
 Par
 Value

 $0.001
 Par
 Value

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Shares

 Shares

 Capital

 Deficit

 Deficit

 Balance, December 31, 2021

 264,894

 $

 3,909,360

 $
 3,909

 110,864,595

 $
 110,864

 $
 25,327,230

 $
 ( 25,782,390
)

 $
 ( 340,122
)

 Proceeds received pursuant to Placement Memorandum, net of $ 0 offering costs

 —

 —

 —

 —

 1,951,250

 1,951

 778,549

 —

 780,500

 Common stock issued for services

 —

 —

 —

 —

 8,811,015

 8,811

 1,956,053

 —

 1,964,864

 Common stock issued in exchange for right-to-use intellectual property

 —

 —

 —

 —

 1,100,000

 1,100

 473,900

 —

 475,000

 Fair Value of warrants Issued with Convertible Debentures

 —

 —

 —

 —

 —

 —

 280,808

 —

 280,808

 Retirement of common stock

 —

 —

 —

 —

 ( 544,000
)

 ( 544
)

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2022

 264,894

 3,909,360

 3,909

 122,182,860

 122,182

 28,817,084

 ( 32,612,805
)

 ( 3,669,365
)

 Conversion of shares from preferred stock to common stock

 ( 88,298
)

 ( 88
)

 —

 —

 8,300,000

 8,300

 ( 8,212
)

 —

 —

 Common stock issued for services

 —

 —

 —

 —

 —

 —

 —

 Proceeds from sale of Common stock

 —

 —

 —

 —

 4,631

 1,848

 —

 1,853

 Fair Value of warrants Issued with Convertible Debentures

 —

 —

 —

 —

 —

 —

 147,424

 —

 147,424

 Net loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2023

 176,596

 $

 3,909,360

 $
 3,909

 130,487,491

 $
 130,487

 $
 30,518,082

 $
 ( 37,176,211
)

 $
 ( 6,523,556
)

 (The accompanying notes are an integral
part of these consolidated financial statements)

 F- 6

 MEDIXALL
GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

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

 Depreciation & amortization

 8,267

 3,000

 Common stock issued as compensation for services

 1,964,864

 Amortization of debenture discounts

 186,910

 114,641

 Changes in operating assets and liabilities:

 Other assets

 4,599

 2,565

 Prepaid expenses- related party

 —

 276,043

 Accounts payable and accrued expenses

 1,112,985

 552,078

 Accounts payable and accrued expenses - related party

 70,960

 43,088

 Impairment of intellectual property

 —

 238,319

 Net change in right-of-use operating lease asset and liability

 ( 4,971
)

 3,196

 Amortization of intellectual property

 32,716

 Impairment & amortization of website and development

 369,172

 38,822

 Net cash used in operating activities

 ( 1,229,546
)

 ( 3,561,083
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of furniture and equipment

 —

 ( 1,379
)

 Net cash used in investing activities

 —

 ( 1,379
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from the sale of common stock, net of offering costs

 1,853

 780,500

 Proceeds from issuance of convertible debentures

 1,234,998

 2,721,960

 Net cash provided by financing activities

 1,236,851

 3,502,460

 Net increase (decrease) in cash

 7,305

 ( 60,002
)

 Cash at beginning of year

 3,416

 63,418

 Cash at end of year

 10,721

 3,416

 Supplemental disclosures of non-cash information

 Issuance of Common Stock in exchange for the Intellectual Property

 $
 —

 $
 475,000

 Discount issued with Convertible Debentures

 $
 147,424

 $
 280,808

 Asset acquired and liabilities assumed in connection with asset acquisition, net

 $
 —

 $
 47,965

 Cash paid during the year for interest

 $
 —

 $
 —

 Transfer of related party accounts payable to accounts payable

 $
 610,290

 $
 —

 (The accompanying notes are an integral
part of these consolidated financial statements)

 F- 7

 MEDIXALL
GROUP, INC. AND SUBSIDIARIES
 FOR THE YEARS ENDED
DECEMBER 31, 2023 AND 2022

 Note
1 – Organization and Nature of Operations

Group, Inc. (OTCPK:MDXL) (the "Company "or "MediXall") was incorporated on December 21, 1998 under the laws of
the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company's
operating strategies. The Company owns various subsidiaries listed but operates primarily under HealthKarma Inc ("Health Karma").

 The
Health Karma business model is purposefully designed and structured around delivering practical, value-based, customized solutions to
individuals, employers, and organizations which will enhance their employee's and members' overall mental, physical health and well-being,
increase productivity, and help control the cost of care of the individual, the employer, or membership-based organization. Our unique,
customized, proactive solutions are available anytime, anywhere, delivering timely, quality care to individuals, employees, and members.

 The
Company has the following wholly-owned subsidiaries: (1) Health Karma, Inc. which was established in 2020 to carry out the operations
of MediXall Group Inc., (2) Medixaid, Inc., (3) MediXall.com, Inc., (4) IHL of Florida, Inc., which is dormant, and (5) Medixall Financial
Group, which is dormant.

 Note
2 – Asset Acquisition

 On
January 17, 2022, the Company entered into an agreement to acquire the right to use the intellectual property of 24 Hr Virtual Clinic,
LLC ("Virtual Clinic"). In connection with the transaction, the company issued 500,000 shares of common stock of MediXall.
Pursuant to the agreement, the Company had the right to purchase these intellectual properties and buyout the existing members of the
Virtual Clinic for additional shares of MediXall common stock. On December 29, 2022, the Company acquired 100% of Virtual Clinic Intellectual
Properties and bought out the existing members of the Virtual Clinic. In connection with this transaction, the Company issued an additional
 600,000 shares of common stock of MediXall.

 In
accordance with Accounting Standards Qualification ("ASC") 805, the value of the stock issued was measured based on the value
of the Company's common stock, which was considered to be the more clearly determinable measure of fair value. The fair value of
the transactions were determined to be $ 235,000 and $ 240,000, respectively. In connection with the acquisition, the Company also acquired
Virtual Clinic's net assets with a fair value of $ 47,965. The value of intellectual property represented approximately 95 % of the
net assets, and as such, management determined the transaction to be an asset acquisition. At December 31, 2022 the Company performed
an impairment analysis and noted that fair value of intellectual property was $ 156,000 which resulted in an impairment of $ 238,319.

 Note
3 – Going Concern

 The Company had an accumulated
deficit of $ 37,176,211 at December 31, 2023, and does not have sufficient operating cash flows. The accompanying consolidated financial
statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"),
which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself
as a profitable business.

 Since the Company has generated
minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain
additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the
proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability
to generate revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able
to obtain sufficient funds to continue the development of its business plan. Subsequent to December 31, 2023, the Company issued $ 584,000
of convertible debentures, of which $ 177,500 remain to be converted to stock, under the same terms as those described in Note 10.

 In
view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving
a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated
financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going
concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and
at amounts different from those reflected in the accompanying consolidated financial statements. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Note
4 – Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform
to GAAP. The following summarizes the more significant of these policies and practices.

 F- 8

 Reclassifications

 Certain
amounts in these consolidated financial statements have been reclassified to allow for consistent presentation for the years presented.

 Subsequent
Events

 The
Company has evaluated events through the filing of this Form 10-K and determined that no events require disclosure in these consolidated
financial statements, except as noted in Note 10.

 Use
of Estimates

 In
preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues
and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible
to significant change in the near-term relates to the determination of the impairment of intellectual property.

 Risks
and Uncertainties

 The
Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including
the potential risk of business failure.

 Cash

 Cash
is limited to interest and noninterest-bearing accounts in multiple financial institutions. Financial instruments that potentially subject
the Company to concentration of credit risk consist primarily of cash deposits in excess of the Federal Deposit Insurance Corporation
("FDIC"). The cash accounts are spread among several financial institutions to ensure they are fully insured by the FDIC.

 Furniture
and Equipment, Net

 Furniture
and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are
expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired
or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss
is reflected in operations.

 Depreciation
is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets
 are:

 Schedule of estimated useful lives of depreciable assets

 Estimated

 Useful Lives

 Equipment

 5 years

 Furniture

 5 - 10 years

 F- 9

 Leases

 We
determine if a contract contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities
based on the present value of the future minimum lease payments at the lease commencement date. As our leases do not provide implicit
rates, we use our incremental borrowing rate commensurate with the underlying lease terms. Lease agreements that have lease and non-lease
components, are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 Fair
Value Measurement

 The
Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an
orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes
the inputs used in the valuation methodologies in measuring fair value as follows:

 Level 1. Valuations based on quoted prices (unadjusted)
in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities
valued with Level 1 inputs.

 Level 2. Valuations based on quoted prices for similar
assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable
or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities
valued with Level 2 inputs.

 Level 3. Valuations based on inputs that are supported
by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's impairment
of website and development costs and intellectual property rights are the only assets or liabilities valued with Level 3 inputs.

 Fair
Value of Financial Instruments

 The
carrying value of cash, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party and senior
convertible debentures approximates their fair value because of the short-term nature of these instruments and their liquidity. Management
is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 Senior
Convertible Debentures: The fair value of the debentures is estimated using a discounted cash flow analysis based on the current rate
of similar debt. The estimated fair value of the debentures is $ 3,956,958 and $ 2,473,728 as of December 31, 2023 and 2022, respectively,
and was determined using level 3 inputs.

 Income Taxes

 The
Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred
tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities
using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation
allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or
all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or
loss in the year that includes the enactment date.

to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process.
The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the
resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position
that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the consolidated financial statements.
A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent
period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should
be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard
also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

 The
Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not
be realized as of December 31, 2023.

 Accordingly,
a valuation allowance was recorded against the net deferred tax asset.

 F- 10

 Revenue
Recognition

 In
accordance with GAAP, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange
for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify
the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate
the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance
obligation.

 The Company generates revenues
from selling bundle healthcare and well-being services to individuals, employer groups, organizations, associations, resellers, and third-party
administrators. Our product offerings operate on a monthly subscription model with agreements and contracts typically spanning a 12-month
commitment. We derive significant revenue stability and visibility from this structure. Under our per-membership-per-month ("PMPM")
subscription model, our client customers pay a monthly fee based on the total number of active memberships for that month times the contracted
PMPM fee. This revenue generation model enables strong revenue stability as we establish long-term commitments with our clients, fostering
a mutually beneficial partnership. The predictable monthly fee structure and the long-term nature of the contracts contribute to increased
revenue visibility and forecasting accuracy. It also allows us to align our resources efficiently to meet the needs of our clients, ensuring
high-quality service delivery throughout the contracted period. We typically recognize revenue monthly, but sometimes quarterly, as the
services are rendered and performance obligations are satisfied. In addition, the Company earns a 15% finder's fee of the PMPM rate
that BHS receives from their clients.

 Senior
Convertible Debentures and Warrants

 At
issuance, the senior convertible debentures (Convertible Debt) are recorded at their fair values, limited to a relative fair value based
upon the percentage of their fair values to the total fair value including the fair value of the warrant, establishing the cost basis.

 Warrants
issued with the Convertible Debt are accounted for under the fair value and relative fair value method. The warrant is first analyzed
per its terms as to whether it has derivative features or not. The warrant was determined to not have derivative features and was recorded
into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage
of its fair value to the total fair value including the fair value of the Convertible Debt. The warrants relative fair values are recorded
as a discount to the Convertible Debt and as additional paid-in-capital. Discount on the Convertible Debt is amortized to interest expense
over the life of the debt.

 Share
Based Payment Arrangements

 The
Company applies the fair value method in accounting for its stock-based compensation. These standard states that compensation cost is
measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting
period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance.

 Loss
Per Share

 The
computation of basic loss per share ("LPS") is based on the weighted average number of shares that were outstanding during
the years. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding. The computation of diluted
LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. Therefore,
when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive due to net
loss for the years.

 Following
is the computation of basic and diluted LPS:

 Schedule of computation of basic and diluted loss per share

 31,

 2023

 2022

 Basic and Diluted LPS Computation

 Numerator:

 Net loss

 $
)

 $
)

 Accumulated Series B Preferred Stock Dividends

 313,405

 313,405

 Loss available to common stockholders

 $
 ( 4,876,811
)

 $
 ( 7,143,820
)

 Denominator:

 Basic and diluted LPS

 $
 ( 0.04
)

 $
 ( 0.06
)

 Weighted average number of common shares outstanding

 127,167,110

 116,663,347

 Potentially
dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive
are as follows (in common stock equivalent shares):

 Schedule of potentially dilutive securities

 31,

 2023

 2022

 Series A Preferred Stock (convertible)

 16,600,000

 24,900,000

 Series B Preferred Stock (convertible)

 15,637,440

 15,637,440

 Senior Convertible Debentures and Warrants

 4,647,548

 2,980,300

 F- 11

 Recent
Accounting Pronouncements

 Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 Recoverability
of Long-Lived Assets

 The
Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected
future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired
if the forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired,
the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed
there was no write- down of long-lived assets required during 2023 and 2022, except intellectual property acquired. There can be no assurances
that future impairment tests will not result in charges to operations.

 Website
and Development Costs

 Internal
and external costs incurred to develop the internal-use computer software during the application and development stage shall be capitalized
subsequent to the preliminary project stage and when it is probable that the project will be completed. During the years ended December
31, 2023 and 2022, the Company's costs related to the development of the Health Karma website platform and
mobile app had met the capitalization requirements. During 2023, the website was redesigned
and approximately $ 244,654 in capitalized costs were charged off due to the redesign of the website.

 Note
5 - Intellectual Property

 Intellectual
Property consists of the following:

 Schedule of intellectual property

 31,

 Balances

 2023

 2022

 Gross

 $
 156,000

 $
 188,716

 Accumulated amortization

 ( 26,000
)

 ( 32,716
)

 Net carrying amount

 $
 130,000

 $
 156,000

 Estimated
amortization expense for the right-to-use intellectual property for each of the future years ending December 31, is as follows:

 Schedule of estimated amortization expense

 2024

 2025

 2026

 2027

 2028

 Total

 $

 130,000

 Note
6 – Preferred Stock

 The
 176,596 outstanding Series A preferred shares are convertible into 16,600,000 common shares based on a conversion factor of 1:94. The
preferred shares do not pay dividends. The number of votes for the preferred shares shall be the same as the number of shares of common
shares that would be issued upon conversion.

 On
June 24, 2020, the Company filed with the Secretary of State of the State of Nevada (the "Secretary of State") a certificate
of designation (the "Certificate of Designation") of Series B Convertible Preferred Stock, par value $ 0.001 per share
(the "Series B Preferred Stock"). The Certificate of Designation was effective upon filing with the Secretary of State and
designated a new series of preferred stock of the Company as Series B Convertible Preferred Stock with 4,000,000 shares authorized for
issuance.

 Upon
the occurrence of the events as set forth in paragraph (a) or (b) below, each share of Series B Preferred Stock shall be converted into
four (the "Conversion Ratio") fully paid and non-assessable shares of common stock or any shares of capital stock or other
securities of the Company into which such common stock shall hereafter be changed or reclassified (the "Conversion Shares")
as set forth in the Certificate of Designation.

 F- 12

 Note
7 – Preferred Stock (continued)

 (a)
 Automatic Conversion

 Immediately
upon the listing of the common stock for trading on the New York Stock Exchange or the Nasdaq Stock Market, all of the issued and outstanding
shares of Series B Preferred Stock shall automatically be converted into Conversion Shares without any further action of any holder of
Series B Preferred Stock (each, a "Series B Holder" and collectively, "Series B Holders").

 (b)
 Optional Conversion

 A
Series B Holder shall have the right at any time during the period beginning on the date which is six months following the date that
the Series B Preferred Stock is initially issued and prior to any automatic conversion as provided in the Certificate of Designation,
to convert all or any part of the outstanding Series B Preferred Stock held by such Series B Holder into Conversion Shares at the Conversion
Ratio as provided in the Certificate of Designation, subject to limitations set forth in the Certificate of Designation.

 Dividends

 Series
B Holders will be entitled to receive a quarterly dividend, until the conversion of the Series B Preferred Stock, at the rate of 8 % per
annum (the "Series B Dividend"). The Series B Dividend will be cumulative, shall accrue quarterly, and be paid via the issuance
of a number of shares of common stock of the Company equal to (1) the dollar amount of the Series B Dividend being paid, divided by (2)
$ 0.25 (the "Stock Dividend"). The Stock Dividend shall be paid via the issuance to the applicable Series B Holder of the
applicable shares of common stock via book entry in the books and records of the Company. No common stock has been issued as of December
31, 2023 in satisfaction of the Series B preferred stock dividend. At December 31, 2023 undeclared cumulative Series B preferred stock
dividends were $ 918,356.

 Votin g
 Rights

 Each
share of Series B Preferred Stock shall have a number of votes on any matter submitted to the holders of the Company's common stock,
or any class thereof, for a vote, equal to the number of Conversion Shares into which the Series B Preferred Stock is then convertible,
and shall vote together with the common stock, or any class thereof, as applicable, as one class on such matter for as long as the share
of Series B Preferred Stock is issued and outstanding.

 Note
8 – Related Party Transactions

 At
December 31, 2023, the Company owes $ 70,960 to Wellcare Dimensions Inc., which is owned and operated by Robert Hood and Dr. Ann Hawkins
for consulting. As of January 1, 2023, Robert Hood and Dr. Ann Hawkins are employed by Health Karma as COO
and CIO, respectively.

 In
regard to 2022, and pursuant to an agreement dated June 2013 and amended in July 2021, TBG Holdings Corp. ("TBG"), was engaged
to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material
for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls.
TBG is owned in part by Neil Swartz, the Company's former Interim Chief Executive Officer and director, and a significant stockholder
of the Company, and Timothy Hart, the Company's former Chief Financial Officer and director, and a significant stockholder of the
Company. Effective on June 14, 2022, Neil Swartz voluntarily resigned as CEO of MediXall Group, Inc. and the Company appointed Travis
Jackson as his successor. On September 15, 2022, Timothy Hart voluntarily resigned as CFO of Medixall Group, Inc., and the Company appointed
 Noel J. Guillama as his successor.

 Under
this agreement, the Company paid TBG a monthly fee of $ 40,000. In April 2021, we entered into an additional agreement with TBG to provide
management services specifically to our Health Karma subsidiary. Under this new agreement, the Company paid TBG an additional monthly
fee of $ 40,000. During the year ended December 31, 2022, the Company expensed $ 720,000 of related party management fees related to these
agreements. These agreements were terminated effective September 30, 2022 and the company expensed no fees during the year ending December
31, 2023.

 F- 13

 R3
Accounting LLC ("R3"), owned by Mr. Hart, provided accounting, tax and bookkeeping services to the Company. During the years
ended December 31, 2022, the Company expensed $ 242,600 related to R3 services. No fees were expensed during the year ending December
31, 2023.

 Prepaid
expenses (accounts payable and accrued expenses) to related parties are as follows:

 Schedule of prepaid
expenses (accounts payable and accrued expenses) to related parties

 At

 At

 Related Party

 2023

 2022

 Turnkey – agreements have been terminated effective September 30, 2022*

 $

 —

 $

 ( 547,650

)

 R3 – agreements have been terminated effective September 30, 2022*

 —

 ( 62,640

)

 Wellcare Dimensions, Inc.

 ( 70,960

)

 —

 $

 ( 70,960

)

 $

 ( 610,290

)

 *

 At December 31, 2023, these parties are no longer considered
 related parties.

 In
2024, all amounts due to TBG, Turnkey & R3 have been resolved and there are currently no balances due to any of them.

 Note
9 – Senior Convertible Debentures and Warrants

 In
March 2022, the Company entered into a securities purchase agreement in which the Company's maximum offering amount is
$5,000,000. For every $1,000 invested in the offering, the Investors will receive a Debenture with a face amount of $1,000 and
warrants to purchase 350 Common Shares at an exercise price of $0.75 per share expiring on April 30, 2027. Pursuant to this
agreement, the Company has received proceeds from convertible debentures totaling $ 3,956,958.
The interest rate is 8 %
and the maturity date was extended to January
31, 2024. Interest is due quarterly on January 1, April 1, July 1 and October 1 of each year during which the
debentures are outstanding. Interest is payable in shares of the Company's common stock until December 1, 2022. Thereafter,
the interest will be paid 50% in cash and 50% in the Company's common stock. At December 31, 2023, total accrued interest
payable of $ 803,319
was unpaid. The outstanding debentures are convertible into shares of common stock at a price range from $ 0.29
to $ 0.32
per share. The debentures and warrants may be converted at the option of the holder at any time after the issuance date until the
debentures are paid off.

 The Company's common stock
underlying the convertible debentures and warrants is subject to a registration rights agreement. The Company is required to use its reasonable
best efforts to comply with the provisions of the registration rights agreement.

 The Company issued warrants to
acquire up to an aggregate 1,345,562 shares of the Company's common stock at an exercise price of $ 0.75 per share. Each Warrant
is exercisable by the Investor beginning on the effective date through the fifth-year anniversary thereof.

 The
fair value of each warrant issued during the year ended December 31, 2023 was estimated on the date of issuance using the Black-Scholes
option-pricing model with the following assumptions:

 Schedule of assumptions

 Stock price

 $ 0.11 - 0.68

 Exercise price

 $
.75

 Risk-free interest rate

 3.54 - 4.75
 %

 Expected dividend yield

 0.00
 %

 Expected stock volatility

 320.03 - 333.92
 %

 Expected life in years

 5.00

 The
expected life was based on the average life of the warrants. Expected volatility is based on historical volatility of Company's common
stock through June 13, 2023. The risk-free rate for periods within the contractual life of the warrants is based on the U.S. Treasury
yield curve in effect at the time of issuance. The dividend yield assumption is based on the Company's expectation of dividend payments.

 The relative fair value of
the warrants issued during 2023 was $ 147,424 and was recorded as debt discount. During 2023, the Company amortized $ 186,910, of the debt
discount to interest expense.

 The following summarized the senior convertible debentures during the year ended December 31, 2023:

 Schedule of senior convertible debentures

 Senior Convertible Debentures at December 31, 2022

 $
 2,555,793

 Debentures issued

 1,234,998

 Relative fair value of warrants issued as discount

 ( 147,424
)

 Accretion of warrants issued as discount

 186,910

 Senior Convertible Debentures at December 31, 2023

 $
 3,830,277

 F- 14

 Note
10 – Subsequent Events

 The
Company has evaluated all subsequent events through the filing date of this Annual Report on Form 10-K with the SEC, to ensure that this
filing includes appropriate disclosure of events both recognized in the audited condensed consolidated financial statements as of December
31, 2023, and events which occurred subsequently but were not recognized in the audited condensed consolidated financial statements.

 Subsequent
to December 31, 2023, the Company has signed a new 2 -year lease agreement as of March 1, 2024.

to the terms of the lease agreement, the Company agreed to pay $ 1,112.97 per month to TGRJR, LLC for use of the commercial space.

 Subsequent
to December 31, 2023, the Company has converted all existing debentures at December 31, 2023

 Subsequent
to December 31, 2023, the Company issued $ 584,000 of convertible debentures, of which $ 177,500 remain to be converted to stock.

 Settlement
Agreement

 At
July 25, 2024, the control individuals of TBG, Timothy Hart and Neil Swartz, maintained ownership of 5,066,133 shares of the Company's
Common Stock and $ 610,000 net balance of any and all debts and related type items owed to them or their related companies. This amounts
to $ 547,650 due to TKCI, which TBG bought out from TKCI, and $ 62,640 due to R3 Accounting.

 On July 25, 2024, the Company
entered into a Settlement Agreement with TBG, which released the Company of any and all debts and related type items owed to related
parties, TKCI and R3.

 F- 15

 Note
11 – Legal Contingencies

 Various
legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect
on the Company's consolidated financial statements. There are no material pending legal proceedings, other than ordinary routine litigation
incidental to our business, to which we are a party or which our business or intellectual property is the subject. In addition, none
of our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party adverse to us, or has a material interest
adverse to us, in any material proceeding.

 Note
12 – Lease

 At
December 31, 2022, the Company's operating lease obligation is for the Company's formed office facility. The Company's
current office facility's lease is for a 24-month term, which began in 2024.

 Schedule of operating lease obligation

 At
 December 31, 2023

 At
 December 31, 2022

 Operating Lease Expense Recognized

 —

 $
 86,343

 Cash paid for amounts included in measurement of lease liabilities

 —

 $
 81,567

 At
 December 31, 2023

 At
 December 31, 2022

 Operating lease right-of-use asset

 —

 $
 260,177

 Operating lease liability

 —

 $
 265,148

 Weighted-average remaining lease term

 —

 3.33 years

 Weighted-average discount rate

 —

 3.75
 %

 F- 16

 Note
13 - Income Taxes

 A
reconciliation of differences between the effective income tax rates and the statutory federal rates is as follows:

 Schedule of
reconciliation of income taxes

 2023

 2022

 Rate

 Rate

 Tax benefit at U.S. federal statutory rate

 %

 $
 958,315

 %

 $
 1,434,387

 State taxes, net of federal benefit

 %

 228,170

 %

 341,521

 Change in valuation allowance

 ( 26
)%

 ( 1,186,485
)

 ( 26
)%

 ( 1,775,908
)

 —

 $
 —

 —

 $
 —

 The
tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31,
2023 and 2022 consisted of the following:

 Schedule of deferred tax assets and liabilities

 2023

 2022

 Net Operating Loss Carryforward

 $
 6,882,038

 $
 6,101,137

 Share-based compensation

 1,878,433

 1,472,849

 Valuation Allowance

 ( 8,760,471
)

 ( 7,573,986
)

 Total Net Deferred Tax Assets

 $
 —

 $
 —

 As
of December 31, 2023, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $ 32 million.
These carryforwards will begin to expire in 2033. During the years ended December 31, 2023 and 2022, the Company assessed its earnings
history and trend over the past year and its estimate of future earnings and determined that it was more likely than not that the deferred
tax assets would not be realized in the near term. Accordingly, a valuation allowance was recorded and maintained against the net deferred
tax asset for the amount not expected to be realized in the future.

 Note
14 – Stock-Based Compensation

 During
2023 and 2022, the Company issued common stock as compensation for services rendered by employees, advisors, and independent contractors.
All stock issuances are subject to approval of the Company's board of directors. The Company values stock-based compensation expense
at fair value of the Company's stock at date of issuance. The following summarizes stock- based compensation:

 Schedule of summary stock- based compensation

 Issued to

 Number of Shares

 Expense Recorded during the year ended
 2023

 Employees

 —

 —

 Advisors and Independent Contractors

 —

 —

 Issued to

 Number of Shares

 Expense Recorded during the year ended
 2022

 Employees

 1,106,369

 $
 442,948

 Advisors and Independent Contractors

 7,704,646

 1,521,916

 8,811,015

 $
 1,964,864

 The
compensation expense to advisors and independent contractors is included in professional fees in the accompanying consolidated statements
of operations. The compensation expense to employees is included in personnel related expenses in the accompanying consolidated statements
of operations.

 In
November of 2022 the Company entered into an agreement with an investment banking company to provide financial advisory and
investment banking services. The agreement has a term of 12 months, and the Company has issued 4,679,821 shares of Company's
common stock as compensation for these services. The shares issued in connection with the agreement were valued based on the fair
value of the Company's common stock at the date of grant. The company will recognize this compensation of $ 1,871,926
on a straight-line basis over the term of the agreement. During the years ended December 31, 2023 and 2022, the Company recorded
stock-based compensation expense of $ 1,559,938 and
$ 311,988,
respectively, related to these services which is included within professional fees in the accompanying consolidated statement
of operations. There was no
unrecognized compensation expense at December 31, 2023.