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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 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

 For
the transition period from to

 Commission
File Number 000-53012

 FIRST

 (Exact
name of registrant as specified in its charter)

 Delaware

 90-0687379

 (State
 or other jurisdiction of

 incorporation
or organization)

 (IRS Employer

 Identification No.)

 Bulldog Blvd, Suite 202 Melbourne, FL.

 32901

 (321) 725-0090

 (Address
 of principal executive office)

 (Zip
 Code)

 (Registrant's
 telephone number, Including area code)

 Securities
Registered Pursuant to Section 12(b) of the Act

 None

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

 Title
 of Each Class

 Trading
 Symbol

 Name
 of Exchange on Which Registered

 Stock, Par Value $0.001 Per Share

 FCHS

 OTC
 Capital Markets

by check mark if the registrant is a well-known seasoned issuer, as defined by 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 and posted on its corporate Web site, if any, 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 and post 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.

 (Check
one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark 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.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

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

by check mark whether the registrant has filed all documents and reports required to filed by Section 12, 13 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

 The
aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2023 (the last business day
of the registrant's most recently completed second fiscal quarter), based on the per share closing sale price of $0.01 on that
date and the assumption for the purpose of this computation only that all of the registrant's directors and executive officers
are affiliates, was approximately $ 329,583.

 The
number of shares of the registrant's common stock, $0.001 par value, outstanding as of May 13, 2024 was 35,725,788.

 Documents
incorporated by reference: None.

 FIRST

 Table
of Contents

 PAGE

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 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.

 in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 PART
 III

 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
 Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits,
 Financial Statement Schedules

 Signatures

 EXPLANATORY
NOTE

 On
June 15, 2020 (the "Petition Date"), we, First Choice Healthcare Solutions, Inc., and our wholly owned subsidiaries, First
Choice Medical Group of Brevard, LLC, FCID Medical, Inc., and Marina Towers, LLC (collectively, the "Debtors"), filed a voluntary
petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the Middle District of Florida
(the "Bankruptcy Court"). As of the Petition Date, we were defendants in multiple lawsuits, our main goal in filing Bankruptcy
was to confirm a plan of reorganization assuring a fair distribution of assets to our creditors, attempt to bring as many assets in the
form of settlements with the various claimants and establish a claims resolution process to resolve the securities arbitration and litigation
claims in a fair and cost-effective manner.

 The
Debtors Amended Joint Plan of Bankruptcy under Chapter 11 of the United States Bankruptcy Code (the "Plan") was confirmed
by the Bankruptcy Court on February 23, 2021 and became effective on April 28, 2022, the date on which the Company emerged from bankruptcy
(the "Effective Date"). We installed a new board of directors, with our operations continuing to be overseen by the existing
executive officers.

 We
do not believe FCHS experienced an ownership change under Section 382 of the Internal Revenue Code (the "Code"). We believe
that the total available and utilizable net operating loss ("NOL") at December 31, 2023 was approximately $6.4 million and
there was no limit under Section 382 of the Code on the use of these NOLs as of December 31, 2023.

 Due
to there being no change to the equity interests in the Company as a result of the bankruptcy, the criteria for applying fresh-start
reporting on emergence were not met.

 Upon
emergence from bankruptcy, our Common Stock was quoted on OTC Markets, Inc. and we file alternative periodic reports as required. We
are quoted on the OTC Markets under the trading symbol "FCHS."

 Forward-Looking
Statements

 From
time to time, in reports filed with the U.S. Securities and Exchange Commission (the "SEC") (including this Annual Report
on Form 10-K), in press releases, and in other communications to shareholders or the investment community, First
Choice Healthcare Solutions, Inc. d/b/a Emerge Healthcare ("FCHS," "the Company," "we," "our"
or "us") may provide forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, concerning possible or anticipated future results of operations or business developments. These statements
are based on management's current expectations or predictions of future conditions, events, or results based on various assumptions
and management's estimates of trends and economic factors in the markets in which we are active, as well as its business plans.
Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," "projects," "forecasts," "continue," "may," "should,"
"will," "would," "goals," and variations of such words and similar expressions are intended to identify
such forward-looking statements.

 The
forward-looking statements in this Form 10-K involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many
of these risks in greater detail in "Risk Factors." Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the
date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the
report completely and with the understanding that our actual future results may be materially different from what we expect. Except as
required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the
future.

 PART
I

 ITEM
 1.

 BUSINESS

 Overview

 First
Choice Healthcare Solutions, Inc. ("FCHS," "the Company," "we," "our" or "us")
is actively engaged in pivoting the Company's strategy away from our historic orthopedic business model to a strategy of developing
a national chain of innovative primary care and wellness clinics focused on providing life improvement services (anti-aging, weight management,
and hormone replacement) and pharmacy services, in key high growth markets throughout the U.S. We still provide rehabilitative services,
such as physical therapy, but our strategy is to move to the operation of primary care and wellness clinics.

Subsidiaries

 We
have operated as First Choice Healthcare Solutions, Inc., a Delaware corporation, since February 13, 2012. Our corporate address is 95
Bulldog Blvd., Suite, 202, Melbourne, Florida, 32901 and our phone number is 321-725-0090. Our corporate website address is www.myfchs.com.
The information contained on our website is not incorporated by reference herein. We have historically operated our business through two wholly
owned subsidiaries. FCID Medical, Inc. ("FCID Medical") is the subsidiary under which we own and operate First Choice Medical
Group of Brevard, LLC, ("FCMG"), our original medical services practice.

 Our
Legacy Healthcare Services Business

 Historically,
we offered fully integrated orthopedic services, delivering diagnostics, surgery and treatment services. In addition, we offered
a suite of imaging services, including X-Ray, MRI and ultrasound. The scope of ancillary services included interventional and pain management,
orthopedic urgent care services, as well as physical and occupational therapy recovery services in the below areas.

 Orthopedic

 Foot
 & ankle service treating achilles tendonitis, tears, bunions, diabetic foot problems
 and ankle arthritis.

 Hand
 & arm Service treating hand and elbow disorders, carpal tunnel syndrome, trigger finger,
 nerve injuries, and complex hand & elbow fractures.

 Hip
 & knee replacement service with healthcare providers specializing in innovative approaches
 to total hip replacement and total knee replacement using minimally invasive techniques.

 Sports
 medicine services providing comprehensive treatment for sports-related injuries from recreational,
 amateur and professional sports.

 Interventional
Pain and Pain Management

 First
 Choice Medical Group was a full musculoskeletal ( MSK)
 wellness center for patients who have chronic musculoskeletal
 pain. Patients received treatment, guidance, and support to get back to living pain free.

 Pharmoco
 genetic testing was used to minimize patient reactions to medications.

 First
 Choice Medical Group offered alternatives to opioids such as pain pumps which are considered
 more effective than oral medication that allows meds to be absorbed quicker and more directly.

 Outpatient
 ambulatory surgery for pain management

 L2
 procedure room with Phillips C-arm, offering efficient procedures in a timely manner.

 Physical
Therapy/Occupational Therapy

 First
 Choice Medical Group had multiple locations for physical therapy, geographically pinpointed
 for patient convenience.

 First
 Choice Medical Group offered on-site custom splinting.

 Physical
 therapists were trained in multiple modalities of treatment: Graston Technique, Lymphedema
 wrapping, Acupuncture, Dry Needling, and Cupping.

 First
 Choice Physical Therapy conducted free educational classes for the community to receive education
 regarding balance, back pain, etc.

 Offered
 on site support to community for workplace ergonomics.

 Provided
 onsite occupational health, including employer testing and exams.

 In
2023, as we began the transition to our future growth strategy, we curtailed offerings in certain services and focused on offering
physical and occupational therapy.

 Material
Corporate Events

 As
a result of the criminal charges brought against our former Chief Executive Officer, which he pled guilty to, we became involved
in multiple legal proceedings which ultimately resulted in the Company being forced to file bankruptcy. See "Risk Factors-Our former
Chief Executive Officer, Christian C. Romandetti, Sr. was arrested November 15, 2018, on a conspiracy to commit securities fraud charges."
On June 15, 2020, the Company and its operating subsidiaries filed for bankruptcy in the Middle district of Florida. On February 22,
2021, the Company's reorganization plan related to the Company's June 15, 2020, filing of bankruptcy in the Middle district
of Florida was confirmed. As a result of the confirmation, all litigation was settled or converted into unsecured creditors. In addition,
the temporary equity classification relating to Steward Healthcare's March 2018 investment in the Company was eliminated as part
of a settlement agreement with Steward Healthcare. The final decree was granted on April 27, 2022, whereby the Company exited bankruptcy.
See the Explanatory Note to this report above and further details in Note 13 to the consolidated financial statements of the Company
for the fiscal year ended December 31, 2023.

 On
June 25, 2020, a new board was seated, and our current CEO was appointed.

 Strategic
Pivot

 In
February of 2023, three of our four board members resigned as the Company's management made the strategic
decision to pivot away from the orthopedic services model, described above, to leveraging our management services infrastructure to support
the development and growth of a national chain of branded primary care and wellness clinics following our exit from bankruptcy. The Company
has eliminated all former services other than select physical therapy support. Following these resignations and shift in company strategy,
our sole board member is Mr. Lance Friedman, the Company's Chief Executive Officer ("CEO"). The Company has identified
new board members and intends to bring in such persons to fill the full board of directors in conjunction with becoming current with
regulatory requirements and relisting with a major exchange.

 To
establish this new strategy, we took the following steps:

 On
 July 20, 2023, the Company entered into a definitive purchase agreement to acquire all of the
 shares of the capital common stock of Pointe Medical Services, Inc., a Florida corporation,
 Pointe Med Pharmacy, Inc., a Florida corporation, Livewell MD, Inc., a Florida corporation,
 and Livewell Drugstore, Inc., d/b/a TruLife Pharmacy, a Florida corporation for $15,800,000
 to be paid in a combination of cash, assumption and/or payoff of debt, stock issuance, earn
 out, and performance bonus. Minority shareholders of Livewell Drugstore, Inc. will be given as consideration a fixed amount of restricted common stock in connection
with the stock purchase of Livewell Drugstore, Inc. as is allocated based upon the Seller's valuation of Livewell Drugstore multiplied
by the minority shareholder ownership percentage.

 On
 January 25, 2024, the Company entered into an asset purchase agreement to acquire all of
 the physical and intellectual property known as The Good Clinic from Leading Primary Care, LLC, a Minnesota company, which is a
 primary care clinic concept specializing in providing whole person primary care and wellness,
 in an all stock deal for $3,500,000.

 Our
Growth Strategy

 Our
go forward strategy is to utilize our two acquisitions and the current administrative infrastructure to create a national system of innovative,
branded primary care and wellness clinics. Our strategic commitment is to provide a more effective medical "home" by redefining primary
care, through personalization of care and a broad spectrum of healthcare services that focus on improving the quality of life for our
clients at every stage of their lives. We intend to deliver on this promise by providing a care plan based on the client's specific
health needs / goals and their individual body chemistries. This will include an assessment of their current health state, a review of
their current diet and lifestyle choices, as well as a battery of lab and genetic tests designed to determine any imbalances in their
body functions.

 Our
provider staff will be comprised almost exclusively of nurse practitioners ("Nurse Practitioners"). The lower
labor costs of employing Nurse Practitioners provides an approximate 25% margin improvement over the traditional primary care
offices staffed with medical doctors. Additionally, studies prove Nurse Practitioners deliver care equal to and in some measures better than their
physician counterparts. Our primary care clinics will provide holistic functional health and wellness which is primarily cash pay.
We intend to differentiate our clinics from our competition by establishing our centers as the premier destinations for
patient-centric personalized care, coordinated across our patients' entire care continuums. By doing so, we expect to deliver
more meaningful and collaborative provider-patient experiences, more effective treatment plans, faster recoveries, and materially
reduced costs resulting from improved care coordination.

 Our
business model is centered on providing the right personalized care to patients with the objective of improving their overall quality
of life, as well as lower healthcare costs. Our providers will have the ability to refer patients to our on-site laboratory diagnostic,
internal compounding pharmacy, and ancillary services to include, anti-aging regenerative medicine, hormone replacement therapy, women's
health, men's health, medically assisted weight management, and biohacking when medically appropriate. By consolidating these cutting-edge
ancillary services (which are generally cash pay services) with our internal compounding pharmacy we believe that we will not only deliver
a better healthcare experience for our clients, but we will also deliver greater revenue opportunity for the clinics through the sale
of prescription medications and over the counter nutraceuticals at attractive margins for the Company.

 In conjunction with the Company's clinic expansion plans, we intend
to expand the capacity of the complementary compounding pharmacy included in our acquisitions. This will facilitate our differentiating
operating strategy of offering personalized treatment plans with personalized prescription medication, when medically appropriate, at
a significantly lower cost for our clients. Our ability to deliver on this promise is our centralized medication compounding facility,
both sterile and nonsterile, that will fulfill most of the recommended prescribed therapies for our patients on a nationwide scale. This
centra-fill approach to pharmacy care facilitates the Company's ability to provide an enhanced patient experience with initial
medication fills, refill management, personalized medication counseling and the secure and private delivery of prescribed medications
directly to the patient's home or their choice of clinic location while simultaneously maximizing profitability via consolidated
overhead and operating expenses. In addition to the fulfillment of individualized patient medication orders, also referred to as 503A,
the Company intends to expand its compounding services to include non-patient specific medications, referred to as 503B, which will enable
it to provide sterile and non-sterile medication inventories to patient care facilities that are owned and operated by the Company, as
well as any unaffiliated patient care centers wishing to purchase compounded inventories.

 Every
clinical member of our provider teams will have cloud-based access to a robust EMR. Our EMR system fully complies with Stages 1 and 2
Meaningful Use standards defined by the Centers for Medicare & Medicaid Services Incentive Programs. These programs govern the use
of electronic health records and allow us to earn incentive payments from the U.S. government, pursuant to the Health Information Technology
for Economic and Clinical Health (HITECH) Act, which was enacted as part of the American Recovery and Reinvestment Act of 2009. By employing
this shared electronic medical record infrastructure, all patent information will be available across all Company supported healthcare
locations including our compounding pharmacy. This technological investment and its utilization will significantly reduce the hazards
associated with disparate healthcare information systems. The Company's centra-fill pharmacists will have both the electronic prescription
order as well as the complete medical record available to allow a rapid and thorough evaluation for any potential drug-drug interaction
as well as drug-disease state contraindications. The ability to rapidly communicate with the prescribers regarding alternative medication
therapies, when clinical scenarios arise warranting a change in pharmaceuticals, also allows for an enhanced personalized patient experience
and higher quality outcome. This powerful combination of personalized treatment plans and individualized medication therapeutics will
provide us with a significant competitive advantage for attracting and retaining our patients. We anticipate that our clinics will have
the added benefit of economies of scale, via billing, collections, purchasing, advertising, and compliance, which can each be fully leveraged
to reduce expense and fuel income growth. We also aim to increase awareness of our brand by aligning with patients, medical institutions,
insurers, employers, and other healthcare stakeholders in local markets that share our core values.

 We
believe that our centralized system of administrative infrastructure will allow us to achieve measurable cost and productivity efficiencies,
as we expand the number of clinics we own and operate. We have specifically designed our centralized back-office system to alleviate
care providers from business administration responsibilities associated with operating a medical practice or clinic, enabling them to
focus strictly on caring for the patients we serve.

 It
is our plan that the cost of our "back-office operations" will not increase in direct relation to the growth of our network
of primary care clinics, which will allow us to sustain profit margins across our business operations with a cost effective and scalable
back office. As the numbers of our care providers and primary care clinics increase, the economies of scale for our back-office operations
will also increase.

 High Technology Infrastructure Supporting High Touch Patient Experiences

 Successful retail models in other
industries have proven effective at using telecommunications, remote computing, mobile computing, cloud computing, virtual networks, and
other leading-edge technologies to manage geographically diverse operating units. These technologies create an electronically distributed
infrastructure which allows a central management team to monitor, support and control geographically dispersed operating units
 of a national operation.

 We believe that our business model
incorporates the best distributed infrastructure supported by these technologies. A central management team monitors and supports our
medical operations and will support our future primary care clinics.

 Our administrative operations
are centered on a secure paperless practice management platform. We utilize a state-of-the-art, cloud-based electronic medical record
("EMR") management system, which provides ready access to each patient's test results from anywhere in the world where
there is Internet connectivity, including diagnosis, patient, and provider notes, visit reports, billing information, insurance coverage,
patient identification, and personalized care delivery requirements. Our EMR system fully complies with Stages 1 and 2 Meaningful Use
standards defined by the Centers for Medicare & Medicaid Services Incentive Programs. These programs govern the use of electronic
health records and allow us to earn incentive payments from the U.S. government, pursuant to the HITECH Act, which was enacted as part
of the American Recovery and Reinvestment Act of 2009.

 We intend to grow by replicating the client satisfaction and acceptance of our clinics in other geographic markets,
and by hiring additional Nurse Practitioners to serve patients
in our current and future primary care clinics, all of which will be supported by our standardized policies, procedures, and clinic setup
guidelines.

 Third-Party
Payors

 Our
current relationships with government-sponsored plans, including Medicare, managed care organizations and commercial health insurance
payors are vital to our business. We seek to maintain professional working relationships with our third-party payors, streamline the
administrative process of billing and collection, and assist our patients and their families in understanding their health insurance
coverage and any balances due for co-payments, co-insurance, deductibles, or out-of-network benefit limitations.

 We
have also received compensation for professional services provided by our providers to patients based upon established rates for specific
services provided, principally from third-party payors. Our billed charges are substantially the same for all parties in a geographic
area, regardless of the party responsible for paying the bill for our services.

 If
we do not have a contractual relationship with a health insurance payor, we will generally bill the payor our full billed charges. If
payment is less than billed charges, we bill the balance to the patient, subject to state and federal laws regulating such billing. Although
we maintain standard billing and collections procedures, we will also provide discounts and/or payment option plans in certain hardship
situations where patients and their families do not have the financial resources necessary to pay the amount due at the time services
are rendered. Any amounts written-off related to private-pay patients are based on the specific facts and circumstances related to each
individual patient account and are reviewed and approved by senior management.

 Many
of our health and wellness programs are cash pay from the individual patient and generally earn higher margins.

 Competitive
Environment

 We
anticipate that we will compete primarily on the basis of establishing our centers as the premier destinations for patient-centric personalized
care, coordinated across our patients' entire care continuums. By doing so, we expect to deliver more meaningful and collaborative
provider-patient experiences, more effective treatment plans, faster recoveries, and materially reduced costs resulting from improved
care coordination.

 Government
Regulation

 The
healthcare industry is governed by a framework of federal and state laws, rules and regulations that are extensive and complex and for
which, in many cases, the industry has the benefit of only limited judicial and regulatory interpretation. If one of our healthcare providers or
their practices is found to have violated these laws, rules or regulations, our business, financial condition, and results of operations
could be materially adversely affected. Moreover, the Affordable Care Act signed into law in March 2010 contains numerous provisions
that are reshaping the United States healthcare delivery system, and healthcare reform continues to attract significant legislative interest,
regulatory activity, new approaches, legal challenges, and public attention that create uncertainty and the potential for additional
changes. Healthcare reform implementation, additional legislation or regulations, and other changes in government policy or regulation
may affect our reimbursement, restrict our existing operations, limit the expansion of our business, or impose additional compliance
requirements and costs, any of which could have a material adverse effect on our business, financial condition, results of operations,
cash flows and the trading price of our Common Stock.

 Fraud
and Abuse Provisions

 Existing
federal laws governing Medicare, TRICARE, and other federal healthcare programs (the "FHC Programs"), as well as similar
state laws, impose a variety of fraud and abuse prohibitions on healthcare companies like us. These laws are interpreted broadly and
enforced aggressively by multiple government agencies, including the Office of Inspector General of the Department of Health and Human
Services, the Department of Justice (the "DOJ") and various state authorities.

 The
fraud and abuse laws include extensive federal and state regulations applicable to our financial relationships with hospitals, referring
to healthcare providers and other healthcare entities. In particular, the federal anti-kickback statute prohibits the offer, payment, solicitation,
or receipt of any remuneration in return for either referring Medicare, TRICARE or other FHC Program business, or purchasing, leasing,
ordering, or arranging for or recommending any service or item for which payment may be made by an FHC Program. In addition, federal
physician self-referral legislation, commonly known as the "Stark Law," prohibits a physician from ordering certain designated
health services reimbursable by Medicare from an entity with which the physician has a prohibited financial relationship. These laws
are broadly worded and, in the case of the anti-kickback statute, have been broadly interpreted by federal courts, and potentially subject
many healthcare business arrangements to government investigation and prosecution, which can be costly and time consuming.

 There
are a variety of other types of federal and state fraud and abuse laws, including laws authorizing the imposition of criminal, civil
and administrative penalties for filing false or fraudulent claims for reimbursement with government healthcare programs. These laws
include the civil False Claims Act ("FCA"), which prohibits the submitting of or causing to be submitted false claims to
the federal government or federal government programs, including Medicare, the TRICARE program for military dependents and retirees,
and the Federal Employees Health Benefits Program. The FCA also applies to the improper retention of known over payments and includes
"whistleblower" provisions that permit private citizens to sue a claimant on behalf of the government and thereby share in
the amounts recovered under the law and to receive additional remedies.

 In
addition, federal and state agencies that administer healthcare programs have at their disposal statutes, commonly known as "civil
money penalty laws," that authorize substantial administrative fines and exclusion from government programs in cases where an individual
or company that filed a false claim, or caused a false claim to be filed, knew or should have known that the claim was false or fraudulent.
As under the FCA, it often is not necessary for the agency to show that the claimant had actual knowledge that the claim was false or
fraudulent in order to impose these penalties.

 If
we were excluded from any government-sponsored healthcare programs, not only would we be prohibited from submitting claims for reimbursement
under such programs, but we would also be unable to contract with other healthcare providers, such as hospitals, to provide services
to them. It could also adversely affect our ability to contract with, or to obtain payment from, non-governmental payors.

 Government
Reimbursement Requirements

 In
order to participate in the Medicare program, we must comply with stringent and often complex enrollment and reimbursement requirements.
These programs provide for reimbursement on a fee-schedule basis rather than on a charge-related basis, we generally cannot increase
our revenue by increasing the amount we charge for our services. To the extent our costs increase, we may not be able to recover our
increased costs from these programs, and cost containment measures and market changes in non-governmental insurance plans have generally
restricted our ability to recover, or shift to non-governmental payors, these increased costs. In attempts to limit federal and state
spending, there have been, and we expect that there will continue to be, several proposals to limit or reduce Medicare reimbursement
for various services.

 HIPAA
and Other Privacy Laws

 Numerous
federal and state laws, rules and regulations govern the collection, dissemination, use and confidentiality of protected health information,
including the federal Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and its implementing
regulations, violations of which are punishable by monetary fines, civil penalties and, in some cases, criminal sanctions. As part of
our medical record keeping, third-party billing, research, and other services, we and our affiliated practices collect and maintain protected
health information on the patients that we serve.

 Health
and Human Services Security Standards require healthcare providers to implement administrative, physical, and technical safeguards to
protect the integrity, confidentiality and availability of individually identifiable health information that is electronically received,
maintained, or transmitted (including between us and our affiliated practices). We have implemented security policies, procedures and
systems designed to facilitate compliance with the HIPAA Security Standards.

 In
February 2009, Congress enacted the Health Information Technology for Economic and Clinical Health Act ("HITECH") as part
of the American Recovery and Reinvestment Act ("ARRA"). Among other changes to the law governing protected health information,
HITECH strengthens and expands HIPAA, increases penalties for violations, gives patients new rights to restrict uses and disclosures
of their health information, and imposes several privacy and security requirements directly on our "Business Associates,"
which are third parties that perform functions or services for us or on our behalf.

 In
addition to the federal HIPAA and HITECH requirements, numerous other state and certain other federal laws protect the confidentiality
of patient information, including state medical privacy laws, state social security number protection laws, human subjects research laws
and federal and state consumer protection laws. In some cases, state laws are more stringent than HIPAA and therefore, are not preempted
by HIPAA.

 Environmental
Regulations

 Our
healthcare operations generate medical waste that must be disposed of in compliance with federal, state, and local environmental laws,
rules, and regulations. Our office-based operations are subject to compliance with various other environmental laws, rules, and regulations.
Such compliance does not, and we anticipate that such compliance will not materially affect our capital expenditures, financial position,
or results of operations.

 Compliance
Program

 We
maintain a compliance program that reflects our commitment to complying with all laws, rules, and regulations applicable to our business
and that meets our ethical obligations in conducting our business (the "Compliance Program"). We believe our Compliance Program
provides a solid framework to meet this commitment and our obligations as a provider of healthcare services, including:

 a
 Compliance Committee consisting of our senior executives;

 our
 Code of Ethics, which is applicable to our employees, officers, and directors;

 a
 disclosure program that includes a mechanism to enable individuals to disclose on a confidential or anonymous basis to our Chief
 Executive Officer, or any person who is not in the disclosing individual's chain of command, issues or questions believed by
 the individual to be a potential violation of criminal, civil, or administrative laws;

 an
 organizational structure designed to integrate our compliance objectives into our corporate offices and clinics; and

 education,
 monitoring, and corrective action programs, including a disclosure policy designed to establish methods to promote the understanding
 of our Compliance Program and adherence to its requirements.

 The
foundation of our Compliance Program is our Code of Ethics which is intended to be a comprehensive statement of the ethical and
legal standards governing the daily activities of our employees, affiliated professionals, independent contractors, officers, and directors.
All our personnel are required to abide by, and are given thorough education regarding, our Code of Ethics. In addition, all employees
are expected to report incidents that they believe in good faith may be in violation of our Code of Ethics.

 Legal
Proceedings

 From
time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business including potential
disputes with patients. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business.

 Our
contracts with hospitals generally require us to indemnify them and their affiliates for losses resulting from the negligence of our
care providers. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other
claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us
in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage
for professional liability and certain other claims, could have a material adverse effect on our business, financial condition, and results
of operations.

 We
are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary
course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates are
involved in a proceeding adverse to our business or have a material interest adverse to our business.

 Professional
and General Liability Coverage

 Although
we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure
that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes
of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability
and certain other claims, could have a material adverse effect on our business, financial condition, and results of operations.

 Employees

 As
of December 31, 2023, our workforce included one (1) full-time, salaried, employee and seven contract staff professionals located in
the United States. We have never experienced any employment-related work stoppages and consider
relations with our employees to be good.

 Corporate
Information

 Our
corporate headquarters is located in the heart of downtown Melbourne, Florida, close to all major hospitals. The address is 95
Bulldog Blvd, Suite 202, Melbourne, Florida 32901. Our corporate website is: www.myfchs.com.

 Available
Information

 Our
website address is  Our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act), as well as amendments thereto, are filed with the SEC and are available free of charge
on our website at investors.myfchs.com.com promptly after such reports are available on the SEC's website. We may use our investors.myfchs.com
website as a means of disclosing material non-public information and complying with our disclosure obligations under Regulation FD.

 The
SEC maintains an internet site that contains reports, proxy, information statements, and other information regarding issuers that file
electronically with the SEC at www.sec.gov.

 The
information contained in or accessible through our website or contained on other websites is not incorporated into this filing. Further,
any references to URLs contained in this report are intended to be inactive textual references only.

 ITEM
 1A.

 RISK
 FACTORS

 The
risk factors discussed below could cause our actual results to differ materially from those expressed in any forward-looking statements.
Although we have attempted to list comprehensively these important factors, we caution you that other factors may in the future prove
to be important in affecting the results of operations. New factors the Company from time to time and it is not possible for us to predict
all of these factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

 The
risks described below set forth what we believe to be the most material risks associated with the purchase of our Common Stock. Before
you invest in our Common Stock, you should carefully consider these risk factors, as well as the other information contained in this
report.

 Going
Concern

the financial year ended December 31, 2023, the Company experienced operating losses of approximately $8.2 million and corresponding
cash outflows from operations of $6.8 million. This performance reflected challenges in operating and restructuring the Company as a
result of previous issues that confronted the Company in the healthcare market such as growing referral bases and negotiating
favorable contract rates with third party payors for services rendered as well as the negative impact of the former CEO's indictment
in November 2018 and the bankruptcy from June 2020 and COVID-19. As a result of the CEO's actions, the Company has been subject
to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company's ability to
continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue
base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets.
The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth
and improved profitability resulting in improved cash flows from operations. Additionally, headcount was reduced in October 2021 and
again in January 2023 to generate reductions in operating costs while the Company focused on developing and executing its future business
strategy.

 However,
in order to execute the Company's business development plan, which there can be no assurance we will achieve, the Company may need
to raise additional funds through public or private equity offerings, debt financing, corporate collaborations or other means and potentially
reduce operating expenditures. If the Company is unable to secure additional capital, it may have to curtail its business development
initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability
to continue as a going concern more than one year from the date of issuance of the 2023 financial statements included in this filing.

 Risks
Related to our Financial Position and Capital Needs

 Our
business has posted minimal profit since commencing operations.

 We
have posted net losses and negative cash flows from operations for the years ended December 31, 2023, and 2022. The adverse effects of
a limited operating history include reduced management visibility into forward sales, marketing costs, and customer acquisition, which
could lead to missing targets for achievement of future profitability.

 If
our cash from operations is not sufficient to meet our current or future operating needs, expenditures and debt service obligations,
our business, financial condition, and results of operations may be materially adversely affected.

 Our
ability to generate cash to meet our operating needs, expenditures and debt service obligations will depend on our future performance
and financial condition, which will be affected by financial, business, economic legislative, regulatory, and other factors, including
potential changes in costs, pricing, competitive pressure, and consumer preferences. If our cash flow and capital resources are insufficient
to fund our debt service obligations and other cash needs, we could face substantial liquidity problems and could be forced to reduce
or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital
or restructure or refinance our indebtedness. Even if we are successful in taking any such alternative actions, such actions may not
allow us to meet our scheduled debt service obligations and, as a result, our business, financial condition, and results of operations
may be materially adversely affected.

 We
need additional capital to expand operations; if we do not raise additional capital, we will need to curtail or cease operations.

 Since
our inception, we have financed our operations primarily through the sale of our common stock. To execute our business plan successfully,
we will need to raise additional money in the future. Additional financing may not be available on favorable terms, or at all. The exact
amount of funds raised, if any, will determine how quickly we can maintain the profitability of our operations. No assurance can be given
that we will be able to raise capital when needed or at all, or that such capital, if available, will be on terms acceptable to us. If
we are not able to raise additional capital, we will likely need to curtail or cease operations.

 Raising
additional capital may cause dilution to our existing stockholders, restrict our operations, or require us to relinquish rights to our
technologies or other assets.

 We
may seek additional capital through a combination of private and public equity offerings, debt financing, strategic partnerships and
alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities,
existing ownership interests will be diluted, and the terms of such financings may include liquidation or other preferences that adversely
affect the rights of existing stockholders. Debt financing may be coupled with an equity component, such as warrants to purchase shares,
which could also result in dilution of our existing stockholders' ownership. The incurrence of indebtedness would result in increased
fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely
impact our ability to conduct our business and may result in liens being placed on our assets and intellectual property. If we were to
default on such indebtedness, we could lose such assets and intellectual property.

 Our
potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects,
and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment
and could harm our business, financial condition, results of operations and cash flow.

 Our
proliferation into new markets may place a significant strain on our resources and increase demands on our executive management, personnel,
and systems, and our operational, administrative, and financial resources may be inadequate. We may also not be able to effectively manage
any expanded operations or achieve planned growth on a timely or profitable basis. If we are unable to manage expanded operations effectively,
we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results
of operations could be materially adversely affected.

in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and ability to achieve profitability.

 Our
effective income tax rate in the future could be adversely affected by a number of factors including changes in the mix of earnings in
countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws.
We regularly assess all of these matters to determine the adequacy of our tax provision which is subject to discretion. If our assessments
are incorrect, it could have an adverse effect on our business and financial condition. There can be no assurance that income tax laws
and administrative policies with respect to the income tax consequences generally applicable to us or to our subsidiaries will not be
changed in a manner which adversely affects our shareholders.

 We
expect our quarterly financial results to fluctuate.

 We
expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes
in:

 Demand
 for our services;

 Our
 ability to obtain and retain existing clients;

 General
 economic conditions, both domestically and in foreign markets;

 Advertising
 and other marketing costs; and

 Costs
 of creating and expanding clinic locations.

 As
a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of our
stockholders.

 Volatility
in the financial markets could have a material adverse effect on our business.

 While
we believe we will generate significant cash flows from our ongoing operations and have had access to credit markets through our various
financing activities, credit markets may experience significant disruptions. Deterioration in global financial markets could make future
financing difficult or more expensive. This could leave us with reduced borrowing capacity, which could have a material adverse effect
on our business, financial condition, and results of operations.

 Potential
profit margins may decline due to increasing pressure on margins.

 The
industry in which we plan to operate is subject to potentially significant pricing pressure caused by many factors. If our estimated
gross margin declines and we fail to sufficiently reduce our operating costs or grow our future net revenues, we could incur significant
operating losses that we may be unable to fund or sustain for extended periods of time, if at all. This could have a material adverse
effect on the results of operations, liquidity, and financial condition.

 Our
indebtedness may have a material adverse effect on our business, financial condition, and results of operations.

 Our
indebtedness could have significant consequences, including:

 requiring
 a substantial portion of our cash flows to be dedicated to debt service payments instead of funding growth, working capital, capital
 expenditures, investments, or other cash requirements;

 reducing
 our flexibility to adjust to changing business conditions or obtain additional financing;

 exposing
 us to the risk of increased interest rates as certain of our borrowings, including borrowings under our term loan facilities are
 at variable rates;

 making
 it more difficult for us to make payments on our indebtedness;

 restricting
 us from making strategic acquisitions or causing us to make non-strategic divestitures;

 subjecting
 us to restrictive covenants that may limit our flexibility in operating our business; and

 limiting
 our ability to obtain additional financing for working capital, capital expenditures, debt service requirements and general corporate
 or other purposes.

 General
Risks Related to our Healthcare Services Business

 We
have a limited operating history that impedes our ability to evaluate our potential future performance and strategy.

 Our
limited primary care clinic operating history makes it difficult for us to evaluate our future business prospects and make decisions
based on estimates of our future performance. It will take time and marketing / messaging investment to successfully build a financially
viable panel of patients for each of our clinics. It is difficult to predict with certainty how long the process of patient acquisition
will take. To address these risks and uncertainties, we must do the following:

 Successfully
 execute our business strategy to establish our brand and reputation as a profitable, well-managed enterprise committed to delivering
 quality and cost-effective healthcare;

 Respond
 to competitive developments;

 Provide
 Nurse Practitioners with a compelling alternative to other medical practice or hospital employment; and

 Attract,
 integrate, retain, and motivate qualified clinic personnel.

 We
cannot be certain that our business strategy will be successful or that we will successfully address these risks. If we do not successfully
address these risks, our business, prospects, financial condition, and results of operations may be materially and adversely affected.

 Acquisitions
involve risks that could adversely affect our business/internal controls.

 As
part of our growth strategy, the Company has made strategic transactions with the expectation that such transactions
will result in various benefits, including, among others, an expanded range of healthcare services to patients in the community, cost
savings and increased profitability of the businesses by improving operating efficiencies. Achieving the anticipated benefits is subject
to a number of uncertainties, including whether we integrate our acquired companies in an efficient and effective manner, and general
competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the
amount of expected revenues and diversion of management's time and resources.

 In
addition, effective internal controls are necessary for us to provide reliable and accurate financial reports and to effectively prevent
fraud. The integration of acquired businesses is likely to result in our systems and controls becoming increasingly complex and more
difficult to manage.

 We
devote significant resources and time to complying with the internal control over financial reporting requirements of the Sarbanes-Oxley
Act of 2002. However, we cannot be certain that these measures will ensure that we design, implement and maintain adequate control over
our financial processes and reporting in the future, especially in the context of acquisitions or assuming management control over other
businesses. Any difficulties in the assimilation of acquired businesses into our Company's control system could harm our operating
results or cause us to fail to meet our financial reporting obligations. Inferior internal controls could also cause investors to lose
confidence in our Company's reported financial information, which could have a negative effect on the trading price of the Company's
stock and our access to capital.

 To
pursue our business strategy, we will need to raise additional capital. If we are unable to raise additional capital, our business may
fail.

 We
may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our
business operations and to acquire or develop new primary care clinics. We believe that we have access to capital resources through possible
public or private equity offerings, debt financing, corporate collaborations, or other means. If the economic climate in the United States
does not continue to improve or further deteriorates, our ability to raise additional capital could be negatively impacted. If we are
unable to secure additional capital, we may be required to curtail our initiatives and take additional measures to reduce costs to conserve
our cash in amounts sufficient to sustain operations and meet our financial obligations.

 We
may not be able to achieve the expected benefits from opening new primary care clinics, which would adversely affect our financial condition
and results.

 We
plan to rely on hiring additional Nurse Practitioners to create branded primary care clinics as a method of expanding our business. If
we do not successfully integrate such new primary care clinics, we may not realize the anticipated operating advantages and cost savings.
The integration of these new primary care clinics into our business operations involves several risks, including:

 Demands
 on management related to the increase in our Company's size with the establishment of each new clinics, which is crucial to
 our business plan;

 The
 diversion of management's attention from the management of daily operations to the integration of operations of the new primary
 care clinics;

 Difficulties
 in the assimilation and retention of employees; and

 Potential
 adverse effects on operating results.

 Further,
the successful integration of the new Nurse Practitioners will depend upon our ability to manage the new staff and to eliminate redundancies
and excess costs. Difficulties in integrating new clinical staff may impede our ability to achieve the cost savings and other size-related
benefits that we hoped to achieve, which would harm our financial condition and operating results.

 If
we are unable to attract and retain qualified medical professionals, our ability to maintain operations attract patients or open new
primary care clinics could be negatively affected.

 We
generate our revenues through Nurse Practitioners and clinical staff who work for us to perform medical services and procedures. The
retention of those medical professionals is a critical factor in the success of our clinics, and the hiring of qualified medical professionals
is a critical factor in our ability to launch new primary care clinics successfully. However, at times it may be difficult for us to
retain or hire qualified medical professionals. If we are unable consistently to hire and retain qualified medical professionals, our
ability to open new clinics, maintain operations at existing clinics, and attract patients could be materially and adversely affected.

 We
may have difficulties managing our Company's growth, which could lead to higher operating losses, or we may not grow at all.

 Rapid
growth could strain our human and capital resources, potentially leading to higher operating losses. Our ability to manage operations
and control growth will be dependent upon our ability to raise and spend capital to successfully attract, train, motivate, retain, and
manage new employees and continue to update and improve our management and operational systems, infrastructure and other resources, financial
and management controls, and reporting systems and procedures. Should we be unsuccessful in accomplishing any of these essential aspects
of our growth in an efficient and timely manner, then management may receive inadequate information necessary to manage our operations,
possibly causing additional expenditures and inefficient use of existing human and capital resources or we otherwise may be forced to
grow at a slower pace that could slow or eliminate our ability to achieve and sustain profitability. Such slower than expected growth
may require us to restrict or cease our operations and go out of business.

 Loss
of key executives and failure to attract qualified managers could limit our growth and negatively impact our operations.

 We
require medical professionals and marketing persons with experience in our industry to operate and market our primary care clinic services.
It is impossible to predict the availability of qualified persons or the compensation levels that will be required to hire them. The
loss of the services of any member of our senior management or our inability to hire qualified people at economically reasonable compensation
levels could adversely affect our ability to operate and grow our business.

 We
may be subject to medical professional liability risks, which could be costly and could negatively impact our business and financial
results.

 We
may be subject to professional liability claims. We maintain professional liability insurance with coverage that we believe is consistent
with industry practice and appropriate considering the risks attendant to our business. However, any claim made against us could be costly
to defend against, resulting in a substantial damage award against us and diverting the attention of our management team from our operations,
which could have an adverse effect on our financial performance.

 The
healthcare regulatory and political framework is evolving.

 Healthcare
laws and regulations may change significantly in the future which could adversely affect our financial condition and results of operations.
We will continuously monitor these developments and modify our operations from time to time as the legislative and regulatory environment
changes. It may require significant resources to make these modifications.

 The
healthcare industry is highly regulated, and government authorities may determine that we have failed to comply with applicable laws
or regulations.

 The
healthcare industry is subject to extensive and complex federal, state and local laws and regulations, compliance with which imposes
substantial costs on us. Of particular importance are the provisions summarized as follows:

 federal
 laws (including the federal False Claims Act) that prohibit entities and individuals from knowingly or recklessly making claims to
 Medicare and other government programs that contain false or fraudulent information or from improperly retaining known overpayments;

 a
 provision of the Social Security Act, commonly referred to as the "anti-kickback" law, that prohibits the knowing and
 willful offer, payment, solicitation or receipt of any bribe, kickback, rebate, or other remuneration, in cash or in kind, in return
 for the referral or recommendation of patients for items and services covered, in whole or in part, by federal healthcare programs,
 such as Medicare;

 a
 provision of the Social Security Act, commonly referred to as the Stark Law, that, subject to limited exceptions, prohibits providers
 from referring Medicare patients to an entity for the provision of certain "designated health services" if the provider
 or a member of such provider's immediate family has a direct or indirect financial relationship (including a compensation arrangement)
 with the entity;

 similar
 state law provisions pertaining to anti-kickback, fee splitting, self-referral and false claims issues, which typically are not limited
 to relationships involving federal payors;

 provisions
 of HIPAA that prohibit knowingly and willfully executing a scheme or artifice to defraud a healthcare benefit program or falsifying,
 concealing, or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with
 the delivery of or payment for healthcare benefits, items or services;

 state
 laws that prohibit general business corporations from practicing medicine, controlling providers' medical decisions or engaging
 in certain practices, such as splitting fees with providers;

 federal
 and state laws that prohibit providers from billing and receiving payment from Medicare and TRICARE for services unless the services
 are medically necessary, adequately, and accurately documented and billed using codes that accurately reflect the type and level
 of services rendered;

 federal
 and state laws pertaining to the provision of services by non-physician practitioners, such as advanced nurse practitioners, physician
 assistants and other clinical professionals, physician supervision of such services and reimbursement requirements that may be dependent
 on the manner in which the services are provided and documented; and

 federal
 laws that impose civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded
 healthcare programs, inappropriately reducing hospital care lengths of stay for such patients or employing individuals who are excluded
 from participation in federally funded healthcare programs.

 In
addition, we believe that our business will continue to be subject to increasing regulation, the scope and effect of which we cannot
predict.

and state laws that protect the privacy and security of protected health information may increase our costs and limit our ability to
collect and use that information and subject us to penalties if we are unable to fully comply with such laws.

 Numerous
federal and state laws and regulations govern the collection, dissemination, use, security and confidentiality of individually identifiable
health information. These laws include:

 Provisions
 of HIPAA that limit how healthcare providers may use and disclose individually identifiable health information, provide certain rights
 to individuals with respect to that information and impose certain security requirements;

 HITECH,
 which strengthens and expands the HIPAA Privacy Standards and Security Standards;

 Other
 federal and state laws restricting the use and protecting the privacy and security of protected information, many of which are not
 preempted by HIPAA;

 and state consumer protection laws; and

 and state laws regulating the conduct of research with human subjects.

 As
part of our medical record keeping, billing and other services, we collect and maintain protected health information in paper and electronic
format. New protected health information standards, whether implemented pursuant to HIPAA, HITECH, congressional action or otherwise,
could have a significant effect on the manner in which we handle healthcare-related data and communicate with payors, and compliance
with these standards could impose significant costs on us or limit our ability to offer services, thereby negatively impacting the business
opportunities available to us.

 If
we do not comply with existing or new laws and regulations related to protected health information, we could be subject to remedies that
include monetary fines, civil or administrative penalties or criminal sanctions.

in the rates or methods of third-party reimbursements for medical services could result in reduced demand for our services or create
downward pricing pressure, which would result in a decline in our revenues and harm our financial position.

 Third-party
payors such as Medicare and commercial health insurance companies, may change the rates or methods of reimbursement for the services
we currently provide or plan to provide and such changes could have a significant negative impact on those revenues. At this time, we
cannot predict the impact that rate reductions will have on our future revenues or business. Moreover, patients on whom we currently
depend, and expect to continue to depend on, our medical clinic revenues generally rely on reimbursement from third-party payors for
the payment of medical services. If our patients begin to receive decreased reimbursement from third-party payors for their medical services
and as such are forced to pay for the remainder of their medical services out of pocket, then a reduced demand for our services or downward
pricing pressures could result, which could have a material impact on our financial position.

 Future
requirements limiting access to or payment for medical services may negatively impact our future revenues or business. If legislation
substantially changes the way healthcare is reimbursed by both governmental and commercial insurance carriers, it may negatively impact
payment rates for certain medical services. We cannot predict at this time whether or the extent to which other proposed changes will
be adopted, if any, or how these or future changes will affect the demand for our services.

 We
are subject to federal and state restrictions on advertising that may adversely affect our ability to advertise our clinics and services.

 The
growth of our healthcare business is dependent, in part, on advertising, which is subject to regulation by the Federal Trade Commission
("FTC"). We believe that we can structure our advertising practices to be in material compliance with FTC regulations and
guidance. However, we cannot be certain that the FTC will not determine that our advertising practices are in violation of such laws
and guidance.

 Health
Insurance Portability and Accountability Act ("HIPAA") compliance is critically import to our continuing operations.

 Our
Company and our providers are covered entities under HIPAA if we or our clinical staff provide services that are reimbursable under Medicare
or other third-party payors (e.g., orthopedic services). Although the covered healthcare providers themselves are primarily liable for
HIPAA compliance, as a "business associate" to these covered entities we are bound indirectly to comply with the HIPAA privacy
regulations, and we are directly bound to comply with certain of the HIPAA security regulations. Although we cannot predict the total
financial or other impact of these privacy and security regulations on our business, compliance with these regulations could require
us to incur substantial expenses, which could have a material adverse effect on our business, financial condition and results of operations.
In addition, we will continue to remain subject to any state laws that are more restrictive than the privacy regulations issued under
the Administrative Simplification Provisions.

 We
rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including
any cybersecurity incidents, could harm our ability to operate our business effectively.

 Our
internal computer systems and those of third parties with which we contract may be vulnerable to damage from cyber-attacks, computer
viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures despite the implementation
of security measures. System failures, accidents or security breaches could cause interruptions in our operations and could result in
a material disruption of our business operations, in addition to possibly requiring substantial expenditures of resources to remedy.
To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate
disclosure of confidential or proprietary information, we could incur liability and our collections from third-party payors could be
delayed.

 If
we are forced to lower our procedure prices in order to compete with a better-financed or lower-cost provider of medical healthcare services,
our medical revenues and results of operations could decline.

 Some
of our current competitors, or other companies which may choose to enter the industry in the future, may have substantially greater financial,
technical, managerial, marketing, or other resources and experience than we do and may be able to compete more effectively. Similarly,
competition could increase if the market for healthcare services does not experience growth, and existing providers compete for market
share. Additional competition may develop, particularly if the price for services or reimbursement decreases. Our management, operations,
strategy, and marketing plans may not be successful in meeting this competition.

 A
decline in consumer disposable income could adversely affect the number of clinical visits could have a negative impact on our financial
results.

 After
payments by commercial healthcare insurance companies or government programs, including Medicare, the remaining portion of the cost of
medical care is paid by the patient. Some of our patients may not have the financial resources to pay for the services they receive at
our primary care clinics, which are ultimately not reimbursed by their healthcare provider. Accordingly, our operating results may vary
based upon the impact of changes in the disposable income of patients using our services, among other economic factors. A significant
decrease in consumer disposable income in a weak economy may result in a decrease in the number of visits to our clinics, and a related
decline in our revenues and profitability. In addition, weak economic conditions may cause some of our patients to experience financial
distress or declare bankruptcy, which may negatively impact our accounts receivable and collection experience.

 To
pursue our business strategy, we will need to raise additional capital. If we are unable to raise additional capital, our business may
fail.

 We
may need to raise additional capital to pursue our business plan, which includes hiring additional Nurse Practitioners to expand our
business operations and to acquire or develop new primary care clinics. We believe that we have access to capital resources through possible
public or private equity offerings, debt financing, corporate collaborations, or other means. If the economic climate in the United States
does not continue to improve or further deteriorates, our ability to raise additional capital could be negatively impacted. If we are
unable to secure additional capital, we may be required to curtail our initiatives and take additional measures to reduce costs to conserve
our cash in amounts sufficient to sustain operations and meet our financial obligations.

 Risks
Related to Our Common Stock

 There
has been a limited trading market for our Common Stock to date.

 While
our Common Stock is currently quoted on OTC Markets, Inc., the trading volume is extremely limited. We are quoted on the OTC Markets
under the trading symbol "FCHS." We intend to list our common stock on the CBOE. There can be no assurance that an active market for the Company's common stock. A lack of an active market may impair your ability to sell your shares at the time you wish to sell
them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares.
An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to
acquire other companies or technologies by using Common Stock as consideration.

 The
market for our common stock may fluctuate significantly.

 The
stock market in general has experienced extreme price and volume fluctuations. The market prices of the securities of healthcare services
companies have historically been highly volatile and may be highly volatile in the future. This volatility has often been unrelated to
the operating performance of particular companies. The following factors, in addition to other risk factors described in this section,
may have a significant impact on the market price of our Common Stock:

 changes
 in government regulation of the medical industry;

 changes
 in reimbursement policies of third-party insurance companies, self-insured companies or government agencies;

 actual
 or anticipated fluctuations in our operating results;

 changes
 in financial estimates or recommendations by securities analysts;

 developments
 involving corporate collaborators, if any;

 changes
 in accounting principles;

 the
 loss of any of our key providers or management personnel;

 In
the past, securities class action litigation has often been brought against companies that experience volatility in the market price
of their securities. Whether or not meritorious, litigation brought against us could result in substantial costs and a diversion of management's
attention and resources, which could adversely affect our business, operating results and financial condition.

 We
have not paid dividends in the past and have no immediate plans to pay dividends.

 We
plan to reinvest all of our earnings, to the extent we have earnings, in order to grow, market our services and cover operating costs
and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the near future.
We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders
of our Common Stock as a dividend. Therefore, you should not expect to receive cash dividends on our Common Stock.

 We
expect that our quarterly results of operations will fluctuate, and this fluctuation could cause our stock price to decline.

 Our
quarterly operating results are likely to fluctuate in the future. These fluctuations could cause our stock price to decline. The nature
of our business involves variable factors, such as the timing of the research, development, and regulatory pathways of our product candidates,
which could cause our operating results to fluctuate. Due to the possibility of fluctuations in our revenues and expenses, we believe
that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance.

 "Penny
stock" rules may make buying or selling our securities difficult which may make our stock less liquid and make it harder for investors
to buy and sell our securities.

 Trading
in our securities is subject to the SEC's "penny stock" rules and it is anticipated that trading in our securities
will continue to be subject to the penny stock rules for the near future. The SEC has adopted regulations that define a penny stock to
be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that
any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale,
make a special written suitability determination for the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock,
of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition,
broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for
the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from
recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect
the market price for our securities.

 Our
former Chief Executive officer, Christian C. Romandetti, Sr. was arrested November 15, 2018, on a conspiracy to commit securities fraud
charge.

 Our
former Chief Executive Officer, Christian C. Romandetti, Sr. pled guilty to conspiracy to commit securities fraud and has tarnished the
Company's reputation which has led to a precipitous decline in the Company's goodwill and business.

 Our
charter documents and Delaware law may inhibit a takeover that stockholders consider favorable.

 Provisions
of our Certificate of Incorporation ("Certificate") and bylaws and applicable provisions of Delaware law may delay or discourage
transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders
might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
The provisions in our Certificate and bylaws:

 limit
 who may call stockholder meetings;

 do
 not provide for cumulative voting rights; and

 provide
 that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

 In
addition, Section 203 of the Delaware General Corporation Law may limit our ability to engage in any business combination with a person
who beneficially owns 15% or more of our outstanding voting stock unless certain conditions are satisfied. The restriction lasts for
a period of three years following the share acquisition. These provisions may have the effect of entrenching our management team and
may deprive you of the opportunity to sell your shares to potential acquirers at a premium over prevailing prices. The potential inability
to obtain a control premium could reduce the price of our Common Stock.

 Failure
to achieve and maintain internal controls in accordance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 could have a material
adverse effect on our business and stock price.

 If
we fail to maintain adequate internal controls or fail to implement required new or improved controls, as we grow or as such control
standards are modified, supplemented, or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis
that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable
financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent
fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and
there could be a material adverse effect on our stock price.

 ITEM
 1B.

 UNRESLOVED
 STAFF COMMENTS

 Not
applicable.

 ITEM 1C.

 CYBERSECURITY

 Risk
Management and Strategy

 We
review cybersecurity risk as part of our overall enterprise risk management program. This ensures that cybersecurity risk management
remains a top priority in our business strategy and operations.

 Our
risk management strategy includes, among other elements:

 Identification:
 We aim to proactively identify sources of risk, areas of impact, and relevant events that could give rise to cybersecurity risks,
such as changes to our infrastructure, service providers, or personnel.

 Assessment:
 We conduct periodic risk assessments to identify cybersecurity threats. We also conduct likelihood and impact assessments with the
goal of identifying reasonably foreseeable internal and external risks, the likelihood and potential damage that could result from such
risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

 Management:
 Following our risk assessments, we design and implement reasonable safeguards to address any identified gaps in our existing processes
and procedures.

 We
have processes in place to identify, review and evaluate cybersecurity risks associated with our use of third-party service providers.
These reviews are conducted at onboarding and periodically throughout the tenure of the service provider based on risk tier rating of
each service provider. We believe these processes enable us to evaluate a third-party service provider's security posture, identify
risks that may arise out of our use of the third party's service, and make decisions regarding acceptable levels of risk and risk
mitigation.

 Governance

 The
Board of Directors is aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established
robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize
the significance of these threats to our operational integrity and stakeholder confidence.

 Board
of Directors Oversight

 The
Audit Committee is central to the Board's oversight of cybersecurity risks and bears the primary responsibility for this domain.
On a periodic basis, our Board of Directors reviews the adequacy of our computer systems controls, cybersecurity risk management and
related governance and incident disclosures.

 Management's
Role Managing Risk

 Our
Chief Financial Officer plays a pivotal role in informing the Board of Directors on cybersecurity risks and provides briefings to the
Board of Directors on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics,
including:

 Current cybersecurity landscape
 and emerging threats;

 Status of ongoing cybersecurity initiatives
 and strategies;

 Incident reports and learnings from any cybersecurity
 events; and

 Compliance with regulatory requirements and
 industry standards.

 Risk
Management Personnel

 Primary
responsibility for assessing, monitoring and managing our cybersecurity risks rests with our information technology provider, who leads
testing of our compliance with standards, remediation of known risks, and our employee training program.

 Monitor
Cybersecurity Incidents

 Our
information technology providers lead our implementation and oversight of processes for the regular monitoring of our information systems.

 Reporting
to Board of Directors

 Our
information technology providers regularly inform the COO and CFO about matters related to cybersecurity risks and incidents. Together,
our COO and CFO then update our Board on significant cybersecurity matters, and strategic risk management.

 ITEM
 2.

 PROPERTIES

 We
lease and maintain our principal office at 95 Bulldog Blvd, Suite 202, Melbourne, Florida, 32901.

 Our
Physical Therapy center leases and operates one full service physical and occupational therapy clinic is located at 95 Bulldog Blvd.,
Suite 201, Melbourne, FL 32901.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 From
time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business including potential
disputes with patients. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. Our contracts with hospitals require us to indemnify them and their affiliates for
losses resulting from the negligence of our care providers.

 Although
we currently maintain liability insurance coverage intended to cover certain claims to cover medical liability and certain other claims,
we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future
where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for medical
liability and certain other claims, could have a material adverse effect on our business, financial condition, and results of operations.

 On
May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $2,112 payable through
April 2023 with an effective interest rate of 5.00% per annum. The Company failed to make all payments as required under the lease
agreement which resulted in the lender filing a complaint in the County Court of Brevard County, Florida ("Brevard
Court"). In June 2023 the Brevard Court issued an order to the Company to return the equipment. The lender subsequently
liquidated the equipment from which the proceeds were netted against the total claim. On January 25, 2024, the Brevard Court granted
a $19,473 judgement in favor of the lessor of an equipment lease. In March 2024, the Company and the creditor negotiated a revised
settlement amount of $9,000 which has been paid in full.

 On
June 15, 2020, Ackerman, LLP was engaged by the Company to represent the Company in its bankruptcy filing and proceedings. Ackerman was
awarded fees by the court totaling $584,658, inclusive of a payment plan. The Company defaulted on the payment plan obligation and as
a result, Ackerman filed a motion for summary judgment for the unpaid fees. The motion was granted by the court. The Company was able
to partially satisfy the judgment, however, $203,115 of these legal fees remain unpaid.

 On
September 20, 2021, GMR Melbourne, LLC ("GMR") filed a complaint in The Eighteenth Judicial Circuit Court in Brevard County,
Florda for breach of contract as it relates to a facilities Lease Agreement entered into in March 2017, claiming the Company defaulted
on the lease payments totaling $1,455,095. During October 2021, the Company, through The Eighteenth Judicial Circuit Court in Brevard
County, Florda, received an order approving joint stipulation for alternative resolution to the Company's real estate lease in
Melbourne, Florida. The order terminated the Company's use of floors three and four of the building immediately, while terminating
its right to possession and use of floors three and five on December 31, 2021. The order also replaced the existing lease payment schedule
with a series of eight payments to be completed by February 15, 2022. Upon receipt of the order, the Company recorded a liability and
lease settlement expense for the amount of the order, or $1,443,498. As of December 31, 2023, the Company has paid approximately $200,000
of this obligation and has an open accounts payable liability remaining of approximately $1,200,000. The Company is working to reach
a settlement with the landlord.

 On
May 11, 2023, Coastal Neurology, Inc. ("Coastal") filed a complaint in The Circuit Court of the Seventh Judicial Circuit
in and for Volusia County, Florida, for breach of contract as it relates to an Escrow Agreement and a failure to pay Coastal $100,000,
seeking damages, costs, and interest. The Company asserts that no funds were required to be deposited under the escrow agreement, and
that the escrow agreement is not valid and enforceable under Florida law.

 On
May 31, 2023, MBABJB Holdings Family Limited Partnership ("MBAB") filed a complaint in The Circuit Court of the Eighteenth
Judicial Circuit in and for Brevard County, Florida for breach of contract as it relates to a facilities Lease Agreement entered into
on January 4, 2017, claiming the Company defaulted on the lease payments totaling $87,350. On August 24, 2023, the plaintiffs filed a
motion for a summary judgment to Default. At December 12, 2023, the Plaintiff's motion was granted for the sum of $102,884 including
attorney fees and costs which is accrued by the company.

 At
December 7, 2023, the Company received correspondence from attorneys retained by CBL & Associates Properties, Inc. ("CBL")
as it relates to the collection of remaining lease payments plus collection costs on a care facility lease agreement where the Company
vacated the premises on August 24, 2022, and defaulted on the remaining lease payments totaling $66,999. The total amount being sought
by the collection attorney including collection costs is $84,051 which is accrued by the Company. The Company is working to reach a settlement
with CBL.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
Applicable.

 PART
II

 ITEM
 5.

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

 Our
common stock is currently quoted under the symbol "FCHS" on the OTC Markets, the OTCIQ tier for companies that file alternative
reports with the OTC. On April 28, 2024, the last reported closing sale price of our common stock on the OTCIQ was $.006 per share.

 The
following table sets forth, for the period indicated, the quarterly high and low per share sales prices (per share of our Common Stock
for each quarter during our last two fiscal years as reported by OTCIQ):

 2023

 High

 Low

 First Quarter

 $
 0.013

 $
 0.008

 Second Quarter

 $
 0.008

 $
 0.003

 Third Quarter

 $
 0.015

 $
 0.005

 Fourth Quarter

 $
 0.010

 $
 0.012

 2022

 High

 Low

 First Quarter

 $
 0.510

 $
 0.025

 Second Quarter

 $
 0.045

 $
 0.022

 Third Quarter

 $
 0.030

 $
 0.015

 Fourth Quarter

 $
 0.030

 $
 0.012

 The
above information was obtained from Nasdaq.com. Because these are over-the-counter market quotations, these quotations reflect inter-dealer
prices, without retail mark-up, markdown or commissions and may not represent actual transactions.

 Shareholders

 As
of May 13, 2024, we had 35,725,788 shares of common stock outstanding, and approximately 454 common shareholders of record, based upon
information received from our stock transfer agent. However, this number does not include beneficial owners whose shares were held of
record by nominees or broker dealers. Additional information called for by this item is incorporated herein by reference to the following
sections of this Report: "Note 8 – Capital Stock" of the Notes to Consolidated Financial Statements included in Item
8; and Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters –
Equity Compensation Plan Information".

 Dividend
Policy

 We
have never declared or paid any cash dividends on our shares of Common Stock. Under Delaware law, we may declare and pay dividends on
our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our
net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company,
computed in accordance with the relevant Delaware statutes, has been diminished by depreciation in the value of our property, or by losses,
or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes
having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits and dividends
upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of
all classes having a preference upon the distribution of assets shall have been repaired. We do not intend to declare or pay any cash
dividends on our Common Stock in the foreseeable future. The holders of our Common Stock are entitled to receive only such dividends
(cash or otherwise) as may be declared by our Company's Board of Directors.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 We
did not repurchase any of our securities in 2022 or 2023.

 Recent
Sales of Unregistered Securities

 Series
A Convertible Preferred Stock

 In
the second quarter of 2022, the Company issued 141 shares of Series A convertible preferred stock (the "Series A Preferred Stock")
with a par value of $0.01 per share and a purchase price of $6,750 per share to 15 investors for $1,057,200 which included a 10% discount
of $105,450 and cash of $951,750. The terms of these Series A Preferred Stock issuances included a 10% dividend payable in Series A Preferred
Stock. The Company paid $53,994 in fees to brokers related to these issuances.

 In
the second quarter of 2023, the Company sold 6 shares of Series A Preferred Stock, with a par value of $0.01 per share and a purchase
price of $7,500 per share to 1 investor for $50,000 which included a 10% discount of $5,000 and cash of $45,000. The Company paid $0
in fees to brokers related to this issuance.

 As
of December 31, 2023, and 2022, the total shares of Series A Preferred Stock outstanding were 147 and 141 shares, respectively.

Stock

the years ended December 31, 2023, and December 31, 2022, the Company did not issue any shares of its common stock.

 In
connection with the issuance of the 35% OID Super Priority Secured Convertible Notes in 2022, the Company was to issue 1,000,000 incentive
shares of unrestricted common stock. In connection with the issuance of the 35% OID Super Priority Secured Convertible Notes in 2023,
the Company was to issue 100,000 incentive shares of unrestricted common stock. In connection with the issuance of the 20% OID Convertible
Notes in 2023, the Company was to issue 468,250 incentive shares of unrestricted common stock. As of December 31, 2023, none of the incentive
shares were issued and were therefore recorded as a Common Share Payable current liability.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 See
Part III, Item 12 "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

 ITEM
 6.

 RESERVED

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion highlights the principal factors that have affected our financial condition and results of operations, as well as
our liquidity and capital resources for the periods described. The following discussion should be read in conjunction with our consolidated
financial statements and the related notes thereto contained in Item 8 Part III of this Form 10-K, "Forward-Looking Statements"
contained in Part I of this Form 10-K, "Risk Factors" contained in the Item 1A of this Form 10-K and other information appearing
elsewhere in, or incorporated by reference into, this Form 10-K. Dollar amounts reference in this Item 7 are in US dollars, except for
share amounts.

 Results
of Operations

 Overview

 For
the years ended December 31, 2023, and 2022, we reported a net loss of $8,171,232 and $9,943,702, respectively, a decrease of $1,772,470
or 18%. The decrease in the net loss was attributable to a reduction in operating expenses for the year ended December 31, 2023 as compared
to December 31, 2022, partially offset by an increase in non-operating expenses. The reduction in operating expenses was primarily the
result of lower compensation-related expenses. The increase in non-operating expenses was the result of increases in interest expenses,
including the amortization of original issue discount and deferred financing costs.

 The
following table sets forth, for the periods indicated, our results of operations expressed as dollars and percentages of total revenues:

 For
 the Year Ended December 31,

 2023

 2022

 %
 of Revenue

 %
 of Revenue

 Revenue, net
 of discounts

 $
 29,985

 %

 $
 1,068,979

 %

 Rental
 revenues

 —

 —

 Gross
 (deficit) profit

 29,985

 %

 1,068,979

 %

 Operating expenses

 Salaries expense

 253,844

 %

 4,465,765

 %

 Selling,
 general and administrative expenses

 2,186,571

 7292
 %

 3,618,273

 %

 Total
 operating expenses

 2,440,415

 8139
 %

 8,084,038

 %

 loss

 (2,410,430
)

 (7,015,059
)

 Other income (expenses)

 Loss on sale of equipment

 (56,751
)

 (113,137
)

 Impairment of Investment

 —

 (150,000
)

 PPP Loan Forgiveness

 —

 —

 Miscellaneous income (expense)

 215,206

 1,011,178

 Gain on Bankruptcy

 —

 32,158

 Interest
 expense, net

 (5,919,257
)

 (3,708,842
)

 Total other income (expenses),
 net

 (5,760,802
)

 (2,815,506
)

 Loss from continuing operations
 before income taxes

 (8,171,232
)

 (9,943,702
)

 Net loss from continuing
 operations

 (8,171,232
)

 (9,943,702
)

 Discontinued operations,
 net of tax

 —

 —

 Net
 loss

 (8,171,232
)

 (9,943,702
)

 Revenues

 Total
revenue was $29,985 for the year ended December 31, 2023, decreasing 97.2% from $1,068,979 in the prior year. Net patient service revenue
accounted for all of total revenue in 2023. This compared to net patient service revenue of $1,068,979 for the year ended December 31,
2022. The 97.2% decrease in patient service revenue was the result of eliminating service offerings with the exception of physical therapy
and fewer patient visits.

Expenses

expenses include the following:

 Year
 Ended 12/31/2023

 Year
 Ended 12/31/2022

 Salaries and benefits

 $
 253,844

 $
 4,465,765

 Other operating expenses

 —

 —

 General and administrative

 2,144,390

 3,529,711

 Depreciation and amortization

 42,181

 88,562

 $
 2,440,415

 $
 8,084,038

 The
major components of operating expenses include practice salaries and benefits, practice supplies and other operating costs, depreciation,
and general and administrative expenses, which included legal, accounting, and professional fees associated with being a public entity.

 Salaries
and benefits decreased 94.3% to $253,844 for the year ended December 31, 2023, compared to $4,465,765 for the year ended December 31,
2022. The decrease was primarily related to releasing physicians to focus on physical therapy services as well as restructuring certain
support staff.

 General
and administrative was $2,144,390 for the year ended December 31, 2023, as compared to $3,529,711 for the year ended December 31, 2022.
The 39.6% decrease was primality the result of lower legal fees from our exit from bankruptcy.

and amortization decreased 52.4%. The decrease was primarily the result of certain assets becoming fully depreciated and the sale of
some unused assets.

 Net
Loss from Operations

 Net
loss from operations for the year ended December 31, 2023, totaled ($8,171,232), which compared to a net loss from operations of ($9,943,702)
for the prior year. The decrease in the net loss from operations is a result of the items discussed above.

 Other
Income/(Expense)

 Net
other income (expense) included in the Net Loss from Operations increased to ($5,760,802) for the year ended December 31, 2023, which
compared to total net other income (expense) of ($2,928,643) for the year ended December 31, 2022. The increase in net other net income
(expense) primarily is due to an increase in interest expense and financing costs in 2023 partially offset by a decrease in the loss
on sale of unused assets, a decrease in asset impairment expense, and a write of taxes payable.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had cash of $12,607 and medical accounts receivable, net totaling $92,444. This compared to cash of $7,219 and
medical accounts receivable, net of $304,873 as of the end of 2022. At December 31, 2022, other receivables also included $1,011,128
of Employee Retention Credits under the CARES Act.

the fiscal year ended December 31, 2023, the Company experienced operating losses of $8,171,232 and corresponding cash outflows from
operations of $6,795,445. The Company's ability to continue as a going concern is dependent upon the success of its continuing
efforts to grow its revenue base, reduce operating costs, especially as related to services provided by healthcare providers or nurse practitioners, acquire
growth oriented profitable businesses, and access additional sources of capital, and/or sell assets. The Company believes that it will
be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting
in improved cash flows from operations. Additionally, headcount was reduced in October 2021 and January 2023 to generate reductions in
operating costs.

 However,
in order to execute the Company's business development plan, which there can be no assurance we will achieve, the Company may need
to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially
reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development
initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability
to continues a going concern more than one year from the date of issuance of the 2023 financial statements included in this filing.

 Net
cash used in our operating activities for the year ended December 31, 2023, totaled $6,795,445, which compared to net cash used in our
operations for the year ended December 31, 2022, of $3,379,319. The increase in cash used for the year ended December 31, 2023, was due
primarily to net lower revenues and increases in interest expense.

 Net
cash flows from investing activities were $63,779 for the year ended December 31, 2023, compared to ($80,680) used by investing activities
for the year ended December 31, 2022. The increase in cash from investing activities for the year ended December 31, 2023 resulted from
the sale of certain fixed assets.

 Net
cash provided from financing activities was $6,737,053 for the year ended December 31, 2023, compared to net cash from financing activities
of $3,460,075 for the year ended December 31, 2022. The increase in cash flows from financing activities were the result of increased
debt borrowings, partially offset by a decrease in the sale of preferred stock, to support the ongoing operating loss and restructuring
and repositioning activities.

 Inflation

 Our
opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

 Climate
Change

 Our
opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any
material effect on our operations.

 Off-Balance
Sheet Arrangements

 At
December 31, 2023, we did 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, revenue or expenses, results of operations, liquidity, capital expenditures
or capital resources.

 Critical
Accounting Policies

 The
preparation of the financial statements in conformity with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from
those estimates. Significant estimates include the recoverability and, provision against bad debt, the fair value of the Company's
stock, and stock-based compensation. Actual results may differ from these estimates.

 Basis
of Accounting

 Our
consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America
("U.S. GAAP"). The preparation of these consolidated financial statements requires our management to make estimates and assumptions
about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot
be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. We believe the following
critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

 Accounts
Receivable

 Accounts
receivables are carried in their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies
trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts.
Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the contractual allowances.

 Patient
receivables are accounts receivables from services provided to patients who have third-party coverage. The Company analyzes contractually
due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service
on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which
they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected
after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts

Recognition

 On
January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board
("FASB") and codified in the ASC as Topic 606 ("ASC 606"). The revenue recognition standard in ASC 606 outlines
a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services
transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the
Company's revenue recognition policies and significant judgments employed in the determination of revenue.

 The
Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what
was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions
(as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed
at the date of service, the Company will prospectively recognize those amounts in other operating expenses in the statement of operations.
For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition
standards that required it to be presented separately as a component of net operating revenues.

 Patient
Service Revenue

 Our
revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance
obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are
satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed
care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction
prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health
plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we
provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments
based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation
process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting
from contract renegotiations and renewals.

 Stock-Based
Compensation

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For
employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award
is re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is
then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.
Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations,
as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of
its authorized shares.

 Income
Tax

 Deferred
taxes are provided on liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 New
Accounting Pronouncements

 We
do not expect recent accounting pronouncements will have a material impact on our consolidated financial position, results of operations
or cash flows. See Footnote 2 in the accompanying consolidated financial statements for additional information.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 This
Item is not required for a Smaller Reporting Company.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 Our
consolidated financial statements are contained in pages F-1 through F-39 below.

TO FINANCIAL STATEMENTS

 CONTENTS

 PAGE
 NO.

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 6797)

 Consolidated
 Balance Sheets at December 31, 2023 and 2022

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

 Consolidated
 Statement of Stockholders' Equity 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 the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders,

 First
Choice Healthcare Solutions, Inc.

 Melbourne,
Florida

 OPINION
ON THE CONSOLIDATED FINANCIAL STATEMENTS

 We
have audited the accompanying consolidated balance sheets of First Choice Healthcare Solutions, Inc. (the "Company") as of
December 31, 2023 and 2022, and the related statements of operations and comprehensive income, changes in stockholders'
deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022 and the results of their operations and their cash flows for each of 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 entity will continue as a going concern. As discussed
in Note 12 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency 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 12. The 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 these 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 Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audits 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.

 /s/ Bush
& Associates CPA LLC

 Bush
& Associates CPA LLC

 We
have served as the Company's auditor since 2024.

 Henderson,
Nevada

 May 12, 2024

 F- 2

 FIRST
CHOICE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES

BALANCE SHEETS

 (in

 2023

 2022

 As
 of December 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 12,607

 $
 7,219

 Accounts receivable, net

 92,444

 304,873

 Accounts receivable, other

 —

 1,011,128

 Other
 Current Assets

 206,631

 9,116

 Total current assets

 311,682

 1,332,336

 Property, plant and equipment,
 net

 262,243

 470,703

 Operating lease right-of-use

 2,437,358

 4,481,445

 Other Assets:

 Deferred tax asset

 Deposits

 —

 119,589

 Total
 other assets

 231,538

 Total

 $
 3,123,232

 $
 6,516,022

 LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)

 Current liabilities:

 expenses

 $
 8,410,879

 $
 9,777,530

 Operating lease liabilities,
 current portion

 299,244

 486,806

 Tax payable

 —

 215,146

 Notes
 payable, current portion

 19,217,018

 11,099,954

 Total current liabilities

 27,927,141

 21,579,436

 Long term liabilities:

 PPP loan payable

 Operating lease liabilities,
 non-current portion

 2,442,519

 4,058,455

 Convertible
 notes

 —

 —

 Total liabilities

 31,653,284

 26,921,515

 Stockholders' equity (deficit):

 Series A Convertible Preferred
 stock; $ 0.01
 par value, 40,000
 shares authorized, 147
 and 141
 shares issued and outstanding at December 31, 2023 and 2022,
 respectively

 Common stock, $ 0.001
 par value, 100,000,000
 shares authorized 32,958,288
 and 32,958,288
 shares issued and outstanding at December 31, 2022 and 2021,
 respectively

 Additional paid-in capital

 35,369,995

 Treasury stock, 74,453
 common shares, at cost

 —

 —

 Accumulated
 deficit

 ( 63,933,006
)

)

 Total
 stockholders' equity (deficit)

 ( 28,530,052
)

)

 Total
 liabilities and stockholders' equity (deficit)

 $
 3,123,232

 $
 6,516,022

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

 F- 3

 FIRST
CHOICE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

 (in

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 Revenue, net
 of discounts

 $
 29,985

 $
 1,068,979

 Rental
 revenues

 —

 —

 Gross
 (deficit) profit

 29,985

 1,068,979

 Operating expenses

 253,844

 4,465,765

 Selling,
 general and administrative expenses

 2,186,571

 3,618,273

 Total
 operating expenses

 2,440,415

 8,084,038

 loss

 ( 2,410,430
)

 ( 7,015,059
)

 Other income (expenses)

 Loss on sale of equipment

 ( 56,751
)

 ( 113,137
)

 Impairment of Investment

 —

 ( 150,000
)

 Miscellaneous income (expense)

 215,206

 1,011,178

 Gain on Bankruptcy

 —

 32,158

 Interest
 expense, net

 ( 5,919,257
)

 ( 3,708,842
)

 Total other income (expenses),
 net

 ( 5,760,802
)

 ( 2,928,643
)

 Loss from continuing operations
 before income taxes

)

)

 Income taxes expense
 (benefit)

 —

 —

 Net
 loss

)

)

 Preferred
 stock dividends

 ( 90,732
)

 ( 53,912
)

 Net loss attributable
 to common shareholders

 $
 ( 8,261,964
)

 $
 ( 9,997,614
)

 Basic and diluted income (loss) per common
 share

 Net loss per common
 share

 $
 ( 0.25
)

 $
 ( 0.30
)

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

 F- 4

 FIRST

STATEMENT OF STOCKHOLDERS' EQUITY

 TWO
YEARS ENDED DECEMBER 31, 2023

 (in

 Total

 Additional

 stock

 Preferred
 stock

 Paid
 in

 Accumulated

 Total

 Balance, December 31, 2021

 $

 —

 $
 —

 $
 26,703,190

 $
 ( 45,818,073
)

 $
 ( 19,081,925
)

 —

 —

 —

 —

 4,188

 —

 4,188

 —

 —

 —

 —

 164,196

 —

 164,196

 —

 —

 951,749

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31,
 2022

 $

 $

 $

 $
)

 $
)

 Balance

 $

 $

 $

 $
)

 $
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,672

 —

 1,672

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31,
 2023

 $

 $

 $
 35,369,995

 $
 ( 63,933,006
)

 $
 ( 28,530,052
)

 Balance

 $

 $

 $
 35,369,995

 $
 ( 63,933,006
)

 $
 ( 28,530,052
)

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

 F- 5

 FIRST
CHOICE HEALTHCARE SOLUTIONS, INC

STATEMENTS OF CASH FLOWS

 (in

 2023

 2022

 For
 the Year Ended December 31,

 2023

 2022

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:

 44,805

 88,562

 189,867

 113,138

 Accretion of debt modification

 -

 1,429,386

 1,493,975

 Amortization of warrants
 issued for debt discount

 -

 193,231

 Amortization of deferred
 financing costs

 76,927

 -

 -

 70,096

 -

 4,188

 90,732

 53,911

 41,513

 133,130

 Changes in operating assets and liabilities:

 1,182,044

 ( 1,003,577
)

 ( 77,926
)

 253,458

 2,044,087

 508,393

 ( 1,842,150
)

 5,102,147

 ( 1,803,498
)

 ( 458,528
)

 Net cash provided by (used in) operating activities

 $
 ( 6,795,445
)

 $
 ( 3,379,319
)

 Proceeds from sale of fixed

 146,697

 -

 ( 82,918
)

)

 Net cash (used in) provided by investing activities

 $
 63,779

 $
)

)

 ( 860,457
)

 6,865,817

 3,368,782

 Net cash provided by (used in) financing activities

 6,737,053

 3,460,075

 5,387

 Cash,
 beginning of period

 7,219

 7,145

 Cash,
 end of period

 $
 12,606

 $
 7,219

 Cash paid for interest

 $
 -

 $
 -

 $
 -

 -

 Reverse temporary equity
 for bankruptcy

 $
 -

 $

 Convertible notes exchanged

 -

 375,000

 Fixed asset purchased under
 capital lease

 -

 3,358,002

 DFC

 -

 244,954

 OID

 351,712

 1,428,154

 Warrants issued for debt

 1,672

 164,196

 $
 2,703

 $
 47,904

 See
the accompanying notes to these consolidated unaudited financial statements

 F- 6

 FIRST

 NOTES

 NOTE
1— ORGANIZATION, BUSINESS AND PRINCIPLES OF CONSOLIDATION

 First
Choice Healthcare Solutions, Inc. (the "Company") was incorporated on December 15, 2011 in the state of Delaware.
The consolidated financial statements are those of the Company and its owned subsidiary FCID Medical, Inc., incorporated on November
5, 2010 in the state of Florida, and its wholly owned subsidiary First Choice Medical Group of Brevard, LLC, incorporated on September
16, 2011 in the state of Delaware. All significant intercompany accounts and transactions have been eliminated in consolidation.

 On
June 15, 2020, the Company filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy
Court for the Middle District of Florida (the "Bankruptcy Court"). The Plan of Affiliated Debtors Pursuant to Chapter 11
of the United States Bankruptcy Code, as amended, modified or supplemented (the "Plan") was confirmed by the Bankruptcy Court
on February 23, 2021 and became effective on April 28, 2022, the date on which the Company emerged from bankruptcy (the "Effective
Date"), with a new board of directors and certain new officers (see Note 13).

 The
Company is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare
services platforms, comprised of nurse practitioner driven primary care clinics providing services including family primary care, anti-aging,
dermatology, weight loss, hormone replacement therapy, functional and genetic testing, nutritional counseling, as well as behavioral
health.

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES

 Use
of estimates

 The
preparation of the financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include
the recoverability and useful lives of long-lived assets, provision against bad debt, the fair value of the Company's stock, and
stock-based compensation. Actual results may differ from these estimates.

Recognition

 On
January 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board
("FASB") and codified in the ASC as Topic 606 ("ASC 606"). The revenue recognition standard in ASC 606 outlines
a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services
transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the
Company's revenue recognition policies and significant judgments employed in the determination of revenue.

 The
Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what
was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions
(as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed
at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations.
For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition
standards that required it to be presented separately as a component of net operating revenues.

 The
Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's
judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the
related sales are recorded.

 F- 7

 FIRST

 NOTES

 Patient
Service Revenue

 Our
revenues relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations
are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The
contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans
and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the
services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and
commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide
to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined
rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider
and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations
and renewals.

 Concentrations
of credit risk

 The
Company's financial instruments are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the
Company's cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these
institutions is periodically reviewed by senior management. Revenues and accounts receivable are concentrated between two major payers
with the approximate risk level outlined below.

OF CONCENTRATIONS OF CREDIT RISK

 Concentration
 of Risk

 Revenue Concentration:

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 Commercial Payor 1

 10.9
 %

 32.0
 %

 Commercial Payor 2

 6.5
 %

 21.0
 %

 Receivable
Concentration:

 31,

 31,

 2023

 2022

 Legal

 32.3
 %

 14.6
 %

 Commercial Payor 1

 10.9
 %

 28.6
 %

 Commercial Payor 2

 6.5
 %

 22.5
 %

 Concentration of Risk

 6.5
 %

 22.5
 %

 Accounts
receivables

 Accounts
receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies
trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts.
Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the contractual allowances.

 Patient
receivables are accounts receivables from services provided to patients who have third-party coverage. The Company analyzes contractually
due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service
on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which
they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected
after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts.

 F- 8

 FIRST

 NOTES

 Net
loss per share

 Basic
net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share
is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed
as follows:

OF BASIC NET LOSS PER COMMON SHARE

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 Numerator:

 attributable to First Choice Healthcare Solutions, Inc.

 $
 ( 8,261,964
)

 $
 ( 9,997,614
)

 Denominator:

 Weighted-average common
 shares, basic

 Weighted-average common
 shares, diluted

 Basic:

 $
 ( 0.25
)

 $
 ( 0.30
)

 Diluted:

 $
 ( 0.25
)

 $
 ( 0.30
)

 The
computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater
than the average market price of the common stock during the period.

 Basic
net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net
loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were
dilutive. The Company uses the "if-converted" method for calculating the earnings per share impact of outstanding convertible
debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their
equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average
number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there
were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income
per share are as follows:

OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 2023

 2022

 31,

 2023

 2022

 Convertible debt

 2,810,648,817

 430,902,049

 Warrants to purchase common stock

 11,774,164

 11,246,433

 Incentive shares payable issued with convertible
 notes

 1,568,250

 1,000,000

 Restricted stock awards

 Options to purchase
 common stock

 —

 —

 Total

 2,825,348,539

 444,505,790

 Stock-based
compensation

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For
employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award
is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value
amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting
period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements
of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common
stock out of its authorized shares.

 Long-lived

 The
Company follows a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities
that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The
carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from
the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair
value less cost to sell.

 F- 9

 FIRST

 NOTES

 Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed
from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial
statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful
lives of 5
 to 15
 years.

 The
Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be
indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from
the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair
value less costs to sell.

 Leases

 In
February 2016, the FASB issued ASC 842, Leases, ("ASC 842") to increase transparency and comparability among
organizations by requiring the recognition of right-of-use (ROU) assets and lease liabilities on the balance sheet for leases previously
classified as operating leases. The Company adopted ASC 842 effective January 1, 2022 and recognized and measured operating leases
existing at, or entered into after, January 1, 2021 (the beginning of the earliest comparative period presented) using a modified retrospective
approach, with certain practical expedients available (see Note X). The Company's accounting for finance leases under ASC 842 remained
substantially unchanged,

 In
accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are
recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating
lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments
or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present
value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If
the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially.

 Finance
leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not
yet paid using the Company's incremental borrowing rate, Assets acquired under finance lease are included in property and equipment,
while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance
sheets.

 Income
taxes

 The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded
in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between
the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted
tax rates in effect for the years in which the temporary differences are expected to reverse.

 The
Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return.

 Management
has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company's consolidated
financial statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits
within twelve months of the reporting date.

 Treasury
Stock

 The
Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of
shareholders' equity.

 F- 10

 FIRST

 NOTES

 Fair
Value of Financial Instruments

 Accounting
Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain
financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements
for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous
market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such
as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes
three levels of inputs that may be used to measure fair value:

 Level
 1 – Quoted prices in active markets for identical assets or liabilities.

 Level
 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets
 or liabilities; quoted prices in markets with insufficient volume or infrequent transactions
 (less active markets); or model-derived valuations in which all significant inputs are observable
 or can be derived principally from or corroborated by observable market data for substantially
 the full term of the assets or liabilities.

 Level
 3 – Unobservable inputs to the valuation methodology that are significant to the measurement
 of fair value of assets or liabilities.

 To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair
value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value
hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed
and is determined based on the lowest level input that is significant to the fair value measurement.

 The
carrying value of the Company's cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and
notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

 As
of December 31, 2023, and 2022, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures.

 Reclassifications

 Certain
reclassifications have been made to prior year data to conform to the current year's presentation. These reclassifications had
no impact on reported income or losses.

 Recent
accounting pronouncements

 The
Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements.
The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material
impact on its consolidated financial position or results of operations.

 Unlisted
other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material
effect on the Company's consolidated financial position, results of operations or cash flows.

 In
July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive
Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic
718), to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin
No. 120, among other things. The ASU does not provide any new guidance so there is no transition or effective date associated with it.
The Company is currently assessing the impact of adopting ASU 2023-03 on the consolidated financial statements and related disclosures.

 F- 11

 FIRST

 NOTES

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, that
would enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance
with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief
operating decision maker ("CODM") uses to assess segment performance and to make decisions about resource allocations. The
amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company is currently assessing the impact of adopting ASU 2023-07 on the consolidated financial statements
and related disclosures.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended
to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests
for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption
is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December
15, 2024. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments and subsequent updates. ASU 2016-13 changes how entities will measure credit losses for most financial assets and certain
other instruments that are not measured at fair value through net income. The new guidance will replace the current incurred loss approach
with an expected loss model. The new expected credit loss impairment model will apply to most financial assets measured at amortized
cost and certain other instruments, including trade and other receivables, loans, held-to-maturity debt instruments, net investments
in leases, loan commitments and standby letters of credit. ASU 2016-13 is effective for smaller public companies in fiscal years beginning
after December 15, 2022, including interim periods within those fiscal years. The Company will continue to evaluate the effect of adopting
ASU 2016-13 will have on the Company's results within the consolidated statements of operations and financial condition.

 In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting, which is intended to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract
modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank
Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. This ASU, along with recently issued
ASU 2021-01, which further clarifies the scope of Topic 848, is available immediately and may be implemented in any period prior to the
guidance expiration on December 31, 2022. ASU 2020-04 was effective beginning on March 12, 2020, and the Company may elect to apply the
amendments prospectively through December 31, 2022. The Company has not applied any optional expedients and exceptions to date and will
continue to evaluate the impact of the guidance and whether it will apply the optional expedients and exceptions.

 In
July 2021, the FASB issued ASU 2021-05, Lessors—Certain Leases with Variable Lease Payments ("ASU 2021-05").
ASU 2021-05 was issued to address the day-one loss issue related to a lessor's accounting for certain leases with variable lease
payments, requiring a lease with variable lease payments that do not depend on an index or a rate to be classified as operating under
certain conditions. ASU 2021-05 was effective for the Company for interim periods beginning after December 15, 2021, the January 1, 2022
adoption did not have an impact to the Company's results of operations and financial condition.

 In
May 2021, the FASB issued ASU 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options ("ASU 2021-04"). ASU 2021-04 codifies how an issuer should account for modifications made to equity-classified
written call options. The guidance in ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant that does
not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies
whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant
and issuance of a new warrant. ASU 2021-04 was effective for fiscal years beginning after December 15, 2021, the adoption on January
1, 2022 did not have an impact to the Company's results of operations and financial condition.

 F- 12

 FIRST

 NOTES

 In
August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics
of liabilities and equity, including convertible instruments and contracts on an entity's own equity by removing the separation
models for convertible debt with cash conversion and beneficial conversion features by requiring entities not to separately present in
equity an embedded conversion feature in such debt and instead will account for a convertible debt instrument and convertible preferred
stock as a single unit of account unless a convertible instrument contains features that require bifurcation as a derivative under ASC
815 or was issued at a substantial premium. The ASU was early adopted for the fiscal year ending December 31, 2021. The adoption of ASU
2020-06 on January 1, 2022 did not have an impact to the Company's results of operations and financial condition.

 In
December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes, which
is intended to reduce complexity in the accounting for income taxes while maintaining or improving the usefulness of information provided
to financial statement users. The guidance amends certain existing provisions under ASC 740 to address a number of distinct items. The
Company adopted ASU 2019-12 effective January 1, 2021. Adoption of the amendments in this ASU did not have an impact to the Company's
results of operations and financial condition.

 NOTE
3 — PROPERTY, PLANT, AND EQUIPMENT

 Property,
plant and equipment at December 31, 2023 and 2022 are as follows:

OF PROPERTY PLANT AND EQUIPMENT

 2023

 2022

 2023

 2022

 Building improvements

 $
 110,838

 $
 114,980

 Computer equipment

 70,636

 100,510

 Medical equipment

 221,297

 579,508

 Office equipment

 20,866

 39,854

 Property plant and equipment,
 gross

 423,637

 834,852

 Less: accumulated depreciation

 ( 161,394
)

 ( 364,149
)

 Property
 plant and equipment, net

 $
 262,243

 $
 470,703

the year ended December 31, 2023 and 2022, depreciation expense charged to operations was $ 42,181
 and $ 88,562,

January 2022, as a result of its Bankruptcy Plan approval (see Note 13), the Bankruptcy Court approved the rejection of two satellite
clinic location leases in Melbourne, Florida and Merritt Island. As a result, $ 30,578
 in unamortized leasehold improvements were written
off as loss on disposal.

2023, the Company disposed of physical therapy equipment and furniture and fixtures with a book value of $ 113,869,
recognizing a loss on disposal. During October of 2022, the Company disposed of physical therapy equipment with a book value of $ 82,560,
recognizing a loss on disposal.

 NOTE
4 — INVESTMENTS

 On
September 10, 2021 the Company entered in a Member Interest Purchase Agreement to acquire the Membership Interests in Care America at
Maitland, LLC, a licensed but inoperative pharmacy services provider, for the purchase price of $ 150,000
 with a closing date of October 1, 2021. In 2022,
the company re-evaluated this strategic direction which absolved the requirement for a retail-based pharmacy. As a result, during the
year ended December 31, 2022, Care America of Maitland, LLC was dissolved and the Company realized $ 150,000
 in loss on impairment in its investment in its
Membership Interest in Care America at Maitland, LLC.

 On
March 1, 2023, the Company entered an agreement with Coastal Neurology, Inc. ("Coastal") to provide for the escrow of a non-refundable
good faith deposit of $ 150,000
 to cover transaction costs in conjunction with
the Company's proposed stock purchase agreement of Coastal. Under the terms of the agreement, if the Company failed to undertake
a funding offering as specified in the agreement by March 31, 2023, and therefor was unable to close the acquisition by May 30, 2023
because of lack of funds, then the escrow deposit was to be released in full to Coastal no later than May 31, 2023. As the Company was
only able to make $ 103,000
 of the required good faith deposit in full to
the escrow agent, the proposed Coastal acquisition was abandoned and the $ 103,000
 was written off.

 F- 13

 FIRST

 NOTES

 NOTE
5 — LINES OF CREDIT

 Line
of credit, CT Capital

 On
June 13, 2013, we entered into a Loan and Security Agreement (the "Loan Agreement") with C.T. Capital, Ltd, ("Lender")
a Florida Limited Partnership. Under the Loan Agreement and subsequent amendments, Lender committed to make an accounts receivable line
of credit to a maximum aggregate amount of $ 2,500,000.
The Lender was also allowed to convert all or any portion of the outstanding principal or interest up to $ 2,000,000
 on the loan into the Company's common stock
at a price equal to $ 0.75
 per share. During 2021, the Loan Agreement was
determined to be a general unsecured creditor under the Bankruptcy Plan, eligible to receive pro rata share distributions. At the time
of the Bankruptcy Plan approval, the balance of the Loan Agreement was $ 1,108,851
 and Lender was paid its portion of the distribution
of $ 21,872
 in April 2022.

 NOTE
6— NOTES PAYABLE

 Non-Convertible
Notes Payable

the years ended December 31, 2022 and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for
a total face value of $ 2,076,158.
The notes were due within 60 days from the dates of issuance, were interest free, have original issuance discounts totaling $ 408,000
 and were unsecured. During the years ended December
31, 2023, 2022, and 2021, the Company repaid or refinanced principal of $ 156,000,
$ 310,000,
and $ 817,521,
respectively. The balance of the non-convertible notes payable as of December 31, 2023 and 2022 is $ 792,637
 and $ 792,637,

 PPP
Loans

 In
2020, the Company and its two subsidiaries received Paycheck Protection Plan ("PPP") loans under the Cares Act totaling
$ 1,386,580.
The PPP loans were expected to be forgiven by the U.S. Small Business Association ("SBA") and as such, were not made
eligible for any distributions under the amended joint Plan of Reorganization which was approved on February 23, 2021(the
"Plan"). The Plan further required the Company to file proper forgiveness applications with the SBA no later than
February 19, 2021. The Company successfully filed for and received forgiveness confirmation for one of the PPP loans for $ 103,618 plus
interest. The remaining two PPP loans forgiveness applications were never properly completed and filed by former management. As of
January 17, 2023, the SBA's website shows those two remaining PPP loans reflected as "Charged Off". As a result of
this recent discovery, the Company has reinitiated forgiveness applications with the SBA and expects those loans to be forgiven in
full. As of December 31, 2023 and December 31, 2022, the Company had a total of PPP loans payable of $ 1,283,624
and $ 1,283,624,
respectively, including accrued interest, which are expected to be forgiven by the SBA in mid 2024.

 Non-convertible notes
payable as of December 31, 2023 and 2022 are comprised of the following:

OF NON CONVERTIBLE NOTES PAYABLE

 31,

 31,

 2023

 2022

 Notes Payable

 $
 2,909,119

 $
 1,113,925

 Note Payable - Equipment

 -

 36,538

 PPP Loans Payable

 Less current portion

 ( 2,909,119
)

 ( 1,150,463
)

 Long term portion

 $

 $

 F- 14

 FIRST

 NOTES

 Fees
and discounts are deferred and amortized over the life of the related note payable. During the years ended December 31, 2023 and 2022,
the Company recognized a total of $ 2,135,500
 and $ 441,703,
respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at December 31, 2023
and 2022 was $ 0
 and $ 0,

 Convertible
Notes Payable

 10%
OID Senior Secured Convertible Notes

2020 to 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured
promissory notes ("10% Notes")and warrants to purchase shares of the Company's common stock equal to 50% of the face
value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company's common stock
at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution
provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at
six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have
been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement.

the year ended December 31, 2022, the Company issued one 10% Note with a face amount of $ 660,000
 and an original issuance discount of $ 60,000
 for cash of $ 600,000.
The holder received 330,000
 warrants to purchase the Company's common
stock, recognizing $ 7,616
 in a debt discount from warrant valuation.

 Warrants
to purchase shares of the Company's common stock warrants have a five-year term, are exercisable upon the completion of a "Qualified
Financing" at a cash exercise price equal to the lower of 93.75% of the per share price of Company's common stock sold to
third-party investors in that Qualified Financing, or $0.75 per share, subject to adjustment. The value of the warrants was recorded
as debt discounts that are being amortized to interest expense over the life of the notes.

 At
December 31, 2023 and 2022, the balance of 10% notes was $ 5,973,000
 and $ 5,973,000,
original issuance discounts were $ 0
 and $ 175,491,
discounts from warrants were $ 0
 and $ 155,261,
discounts from deferred finance costs were $ 0
 and $ 40,311,
and accrued interest was $ 828,527
 and $ 1,489,291,
respectively. During the years ended December 31, 2023 and 2022, the Company recognized $ 0
 and $ 235,491
original issuance discounts, $ 0
 and $ 162,877
debt discounts from warrants, $ 0
 and $ 40,311
 from the amortization of deferred finance costs,
and $ 660,764
 and $ 594,769
 in accrued interest, respectively.

 35%
OID Super Priority Senior Secured Convertible Notes

the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original
issue discount senior secured promissory notes ("35% Notes"), warrants to purchase shares of the Company's common
and shares of the Company's common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to
interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the
occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an
occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to
market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement.

the years ended December 31, 2023 and 2022, the Company issued 35% Notes with a face value of $ 538,462
 and $ 5,062,000,
original issuance discounts of $ 188,462
 and $ 1,772,000
 and $ 70,000
 and $ 241,000
 of deferred financing costs for cash of $ 280,000
 and $ 2,659,000,
refinancing of 10% notes of $ 0
 and $ 390,000,
respectively. The holders received 269,231
 and 3,005,960
 warrants to purchase the Company's common
stock and 100,000
 and 1,000,000
 shares of the Company's common stock during
the years ended December 31, 2023 and 2022, respectively.

 F- 15

 FIRST

 NOTES

 Warrants
to purchase shares of the Company's common stock warrants have a five-year term, are exercisable upon the completion of a Qualified
Financing at a cash exercise price equal to 93.75% of the per share price of Company's common stock sold to third-party investors
in a Qualified Financing.

 At
December 31, 2023 and 2022, the balance of 35% notes was $ 5,600,462
 and $ 5,062,000,
original issuance discounts were $ 0
 and $ 203,195,
discounts from warrants were $ 0
 and $ 4,806,
discounts from deferred finance costs were $ 0
 and $ 12,940
 and discounts from incentive shares were $ 0
 and $ 3,084,

 The
original issuance discount, deferred financing costs and the relative fair value of the warrants and incentive shares are being amortized
to interest expense through maturity. During the years ended December 31, 2023 and 2022, the Company recognized $ 224,025
 and $ 1,568,805
original issuance discounts, $ 1,672
 and $ 151,774
debt discounts from warrants, $ 0
 and $ 228,060
 from the amortization of deferred finance costs,
and $ 48,774
 and $ 900
 in amortization of incentive shares, respectively.

 20%
OID Senior Secured Convertible Notes Payable

2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory
notes ("20% Notes"), warrants to purchase shares of the Company's common stock with a five-year term, exercisable at
any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company's common stock
sold to third-party investors in a qualified financing and incentive shares of the Company's common stock. The 20% Notes accrue
interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence
of a liquidity event.

 The
holder shall have the right to convert the 20% Notes and outstanding interest on a Qualified Financing at a price equal to 85% of the
offering price, or a 15% discount to the volume weighted average price of the Company's common stock for the five days preceding
the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company
pursuant to a security agreement.

the year ended December 31, 2023, the Company issued 20% Notes with a face value of $ 468,250
 and original issuance discounts of $ 93,250
 for cash of $ 375,00.
The holders received warrants to purchase 233,500
 shares of the Company's common stock and
 468,250
 incentive shares of the Company's common
stock. At December 31, 2023 and 2022, the balance of 20% notes was $ 468,250
 and original issuance discounts were $ 85,000.
Accrued interest totaled $ 1,727
 at December 31, 2023.

 The
original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through
maturity. During the year ended December 31, 2023, the Company recognized $ 8,250
original issuance discounts of the 20% Notes and $ 1,803
 in amortization of incentive shares and $ 1,727
 in accrued interest on the 20% Notes.

 Convertible
notes payable as of December 31, 2023 and 2022 are comprised of the following:

OF CONVERTIBLE NOTES PAYABLE

 31,
 2023

 31,
 2022

 10% OID Senior Convertible Notes
 Payable, past due, interest at 10 %,
 secured by assets, convertible at $ 0.75
 per share

 $
 5,973,000

 $
 5,973,000

 35% OID Super Priority Senior Convertible Notes
 Payable, due in 2
 years from date of issuance, interest at 35 %,
 secured by assets, convertible upon qualifying financing

 5,600,462

 5,062,000

 20% OID Senior Convertible
 Notes Payable, past due, interest at 10 %,
 secured by assets, convertible at max $ 1.00
 per share

 468,250

 -

 Total

 12,041,712

 11,035,000

 Less: unamortized discounts

 -

 ( 595,108
)

 Total

 $
 12,041,712

 $
 10,439,892

 Less current portion

 ( 12,041,712
)

 ( 10,439,892
)

 Long-term portion

 $
 -

 $
 -

 F- 16

 FIRST

 NOTES

 As
a result of the issuance of the above convertible debt, the Company incurred approximately $ 527,051
 in fees and commissions as well as $ 3,002,702
 in original issuance discounts. Fees and discounts
are deferred and amortized over the life of the related convertible note. During the years ended December 31, 2023 and 2022, the Company
recognized a total of $ 281,712
 and $ 1,894,500,
respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at December 31, 2023
and 2022 was $ 85,000
 and $ 0,

 NOTE
7— LEASES

Leases

 As
a result of the adoption of ASC 842 on January 1, 2021, the Company recognized a lease liability which represents the present value of
the remaining operating lease payments discounted using our incremental borrowing rate of 5.0 %,
and a right-of-use asset.

leases consist of an office and a clinic location and have remaining terms of approximately 7
 and 1
 years, respectively, and both include options
to extend the leases for additional periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the
lease term inclusive of reasonably certain renewal periods. If the estimate of our reasonably certain lease term was changed, our depreciation
and rent expense could differ materially.

 Maturities
of the above lease liabilities are as follows as of December 31, 2023:

OF MATURITIES OF LEASE LIABILITIES

 2024

 $
 299,244

 2025

 596,223

 2026

 368,340

 2027

 377,442

 Thereafter

 1,452,951

 Total Lease Payments

 3,094,200

 Less Interest

 ( 352,437
)

 Total Lease Liabilities

 $
 2,741,763

 Less: Current Portion

 ( 299,244
)

 Long-Term Liabilities

 $
 2,442,519

 Sale/Leaseback

 On
March 31, 2016, the Company entered
into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire
in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not
have any residual interest or the option to repurchase the facility at the end of the lease term.

October 2021, the Company, through the eighteenth judicial circuit court in Brevard County, Florda, received an order approving joint
stipulation for alternative resolution to the Company's real estate lease in Melbourne, Florida. The order terminated the Company's
use of floors three and four of the building immediately, while terminating its right to possession and use of floors three and five
at December 31, 2021. The order also terminated the existing lease payment schedule, replacing it with the following:

 Payment
 of $ 50,000
 on
 October 12, 2021

 The
 following rent installment payments:

OF RENT INSTALLMENT PAYMENTS

 I.
 $ 200,000
 by
 October 19, 2021

 II.
 $ 250,000
 by
 November 15, 2021

 III.
 $ 306,166
 by
 December 15, 2021

 IV.
 $ 275,000
 by
 January 7, 2022

 V.
 $ 31,166
 by
 January 15, 2022

 VI.
 $ 300,000
 by
 February 8, 2022

 VII.
 $ 31,166
 by
 February 15, 2022

 F- 17

 FIRST

 NOTES

 Upon
receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $ 1,443,498.
As of December 31, 2023, the Company has paid approximately $ 200,000
 of this obligation and has an open accounts payable
liability remaining of approximately $ 1,200,000.
The Company is working to reach a settlement with the landlord.

 Finance
Leases

 The
Company adopted ASC 842 on January 1, 2021.

 On
May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112
 payable through April 2023 with an effective
interest rate of 5.00 %
per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint
in the County Court of Brevard County, Florida ("Court"). In June 2023 the Court issued an order to the Company to return
the equipment. The Company has accrued $ 19,473
 to cover final payment and subsequently has reached
an agreement to settle this debt for $ 9,000.

 NOTE
8 — CAPITAL STOCK

 Series
A Preferred Convertible Stock

 The
Company is authorized to issue 40,000
 shares, $ 0.01
 par value Series A preferred stock.

 Each
share of the Series A preferred stock is convertible into 10,000
 shares of common stock in the Company. The Series
A 10% Convertible Preferred Stock shall have a 10 %
dividend rate and have preference in liquidation so that holders of Series A 10% Convertible Preferred Stock are paid in full prior to
any payments to holders of common stock of the Corporation. The Series A 10% Convertible Preferred Stock shall be automatically converted
into shares of common stock of the Corporation on the effective date of the Corporation's S-1 filing with the Securities Exchange
Commission.

 In
the second quarter of 2022, the Company issued 141
 shares of Series A preferred stock with a par
value of $ 0.01
 per share and a purchase price of $ 6,750
 per share to 15 investors for $ 1,057,200
 which includes a 10 %
discount of $ 105,450
 and cash of $ 951,750.
The terms of these Series A issuances included a 10 %
share price discount and a 10 %
dividend. The Company paid $ 53,994
 in fees to brokers related to these issuances.

 In
the second quarter of 2023, the Company sold 6
 shares of Series A, 10% convertible preferred
stock, with a par value of $ 0.01
 per share and a purchase price of $ 7,500
 per share to 1 investor for $ 50,000
 which includes a 10 %
discount of $ 5,000
 and cash of $ 45,000.
The Company paid $ 0
 in fees to brokers related to these issuances.

 As
of December 31, 2023, and 2022, the total Series A preferred shares outstanding were 147
 and 141
 shares, respectively.

 F- 18

 FIRST

 NOTES

 Proposed
 Series B Preferred Convertible Stock

 In
the fourth quarter of 2023, contingent to a Qualified Financing occurring no later than November 30, 2023, the Company proposed the
exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior
Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all
outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) all open trade payables, for shares of
a newly proposed Series B preferred stock with an exchange value of $10 per share. The proposed exchange also included the exchange
of all warrants to purchase common stock previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at
a quantity calculated at 80% of the original face value of each of the notes and a holder's initial investment in the Series A
Preferred Convertible Stock. The proposed exchange
agreements all stated that the proposed exchange would be null and void if the Company did not close a Qualified Financing by
November 30, 2023. Since no such transaction took place by November 30, 2023, the proposed exchange did not occur.

stock

the years ended December 31, 2023, and December 31, 2022, the Company did not issue any shares of its common stock.

 In
connection with the issuance of the 35% OID Super Priority Convertible Notes in 2022, the Company was to issue 1,000,000
 incentive shares of unrestricted common stock.
In connection with the issuance of the 35% OID Super Priority Convertible Notes in 2023, the Company was to issue 100,000
 incentive shares of unrestricted common stock.
In connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250
 incentive shares of unrestricted common stock.
As of December 31, 2023, none of the incentive shares were issued and were recorded as a Common Share Payable current liability.

 In
the first quarter 2018, the Company and Steward Health Care System LLC ("Steward") entered into a Stock Purchase Agreement
(the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, the Company issued five ( 5)
million shares of common stock in exchange for cash proceeds of $ 7.5
 million.

 The
Company agreed that, upon demand from Steward after the six month anniversary of the Closing Date, the Company shall use its reasonable
best efforts to prepare and file with the SEC, a registration statement and such other documents as may be necessary in the advice of
counsel for the Company, and use its commercially reasonable efforts to have such registration statement declared effective in order
to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the common shares.

 In
addition, the Company has agreed that, on
or after April 1, 2022, upon ninety (90) days prior written notice, Steward may sell fifty percent (50%) of the common stock to the Company
one-time during each of the following two (2) calendar years thereafter at a price equal to the purchase price under the Purchase Agreement
pro-rated for the number of shares being purchased. Notwithstanding the foregoing, the put option shall automatically terminate and be
of no further force and effect in the event the market capitalization (as defined in the Purchase Agreement) of the Company is equal
to or more than $100,000,000 at any time after the date of the Purchase Agreement. The
put option was eliminated as part of the final bankruptcy decree (see Note 13).

 NOTE
9 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS

 Options

 On
March 14, 2012, we adopted our 2011 Incentive Stock Plan (the "2011 Plan"), pursuant to which 500,000
 shares of our Common Stock are reserved for issuance
as awards to employees, directors, officers, consultants, and other service providers of our Company and its subsidiaries (an "Optionee").
The term of the 2011 Plan is ten years from January 6, 2012, its effective date. On December 29, 2023, by resolution, the Company's
Board of Directors formally terminated the 2011 Plan.

 F- 19

 FIRST

 NOTES

 Restricted
Stock Units ("RSU")

 Transactions
involving restricted stock units issued are summarized as follows:

OF RESTRICTED STOCK UNITS ISSUED

 Restricted shares units issued as of December 31,
 2021

 Granted

 —

 Forfeited

 —

 Restricted shares units issued as of December 31, 2022

 Granted

 —

 Forfeited

 —

 Total Restricted Shares Issued at December 31, 2023

the years ended December 31, 2023 and December 31, 2022, the Company granted 0
 performance-based, restricted stock units.

 As
of December 31, 2023, stock-based compensation related to restricted stock awards of $ 0
 remains unamortized.

 Warrants

 The
Company issued 4,210,960 and 527,731 warrants
in 2023 and 2022 respectively to employees, consultants, and in connection with debt issuances. In the years ended December 31,
2023 and 2022, the issued warrants had an estimated fair value of $ 1,672 and
$ 164,196,
on the date of issuance, respectively.

 Transactions
involving stock warrants issued are summarized as follows:

OF STOCK WARRANT ISSUED

 Number of

 Outstanding at December 31, 2021:

 7,035,473

 Issued

 4,210,960

 Exercised

 —

 Expired

 —

 Outstanding at December 31, 2022:

 11,246,433

 Issued

 527,731

 Exercised

 —

 Expired

 —

 Outstanding at December 31, 2023:

 11,774,164

 NOTE
10 - COMMITMENTS AND CONTINGENCIES

 Employee
employment contracts

 The
Company, from time to time, enters into employment contracts with its healthcare providers. These contracts are generally for a three (3) year
term; may be terminated for "Cause," as defined therein; include customary provisions for restrictive covenants; and provide
for compensation that is derived from the revenue generated by work performed by the healthcare providers.

 Litigations,
Claims and Assessments

 From
time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business including potential
disputes with patients. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. Our contracts with hospitals require us to indemnify them and their affiliates for
losses resulting from the negligence of our healthcare providers.

 F- 20

 FIRST

 NOTES

 Although
we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure
that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes
of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability
and certain other claims, could have a material adverse effect on our business, financial condition, and results of operations.

 On
May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112
 payable through April 2023 with an effective
interest rate of 5.00 %
per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint
in the County Court of Brevard County, Florida ("Brevard Court"). In June 2023 the Brevard Court issued an order to the Company
to return the equipment. The lender subsequently liquidated the equipment from which the proceeds were netted against the total claim.
On January 25, 2024, the Brevard Court granted a $ 19,473
 judgement in favor of the lessor of an equipment
lease. In March 2024, the Company and the creditor have negotiated a revised settlement amount of $ 9,000.

 On
September 20, 2021, GMR Melbourne, LLC ("GMR") filed a complaint in The Eighteenth Judicial Circuit Court in Brevard County,
Florda for breach of contract as it relates to a facilities Lease Agreement entered into in March 2017, claiming the Company defaulted
on the lease payments totaling $ 1,455,095.
During October 2021, the Company, through The Eighteenth Judicial Circuit Court in Brevard County, Florda, received an order approving
joint stipulation for alternative resolution to the Company's real estate lease in Melbourne, Florida. The order terminated the
Company's use of floors three and four of the building immediately, while terminating its right to possession and use of floors
three and five at December 31, 2021. The order also replaced the existing lease payment schedule with a series of eight payments to be
completed by February 15, 2022. Upon receipt of the order, the Company recorded a liability and lease settlement expense for the amount
of the order, or $ 1,443,498.
As of December 31, 2023, the Company has paid approximately $ 200,000
 of this obligation and has an open accounts payable
liability remaining of approximately $ 1,200,000.
The Company is working to reach a settlement with the landlord.

 On
May 11, 2023, Coastal Neurology, Inc. ("Coastal") filed a complaint in The Circuit Court of the Seventh Judicial Circuit
in and for Volusia County, Florida, for breach of contract as it relates to an Escrow Agreement and a failure to pay Coastal $ 100,000,
seeking damages, costs, and interest. The Company asserts that no funds were required to be deposited under the escrow agreement, and
that the escrow agreement is not valid and enforceable under Florida law.

 At
December 7, 2023, the Company received correspondence from attorneys retained by CBL & Associates Properties, Inc. ("CBL")
as it relates to the collection of remaining lease payments plus collection costs on a care facility Lease Agreement where the Company
vacated the premises on August 24, 2022, and defaulted on the remaining lease payments totaling $ 66,999.
The total amount being sought by the collection attorney including collection costs is $ 84,051
 which is accrued by the company The Company is
working to reach a settlement with CBL.

 On
May 31, 2023, MBABJB Holdings Family Limited Partnership ("MBAB") filed a complaint in The Circuit Court of the Eighteenth
Judicial Circuit in and for Brevard County, Florida for breach of contract as it relates to a facilities Lease Agreement entered into
on January 4, 2017, claiming the Company defaulted on the lease payments totaling $ 87,350.
On August 24, 2023, the plaintiffs filed a motion for a summary judgment to Default. At December 12, 2023, the Plaintiff's motion
was granted for the sum of $ 102,884
 including attorney fees and costs which is accrued
by the company.

 On
June 15, 2020, Ackerman, LLP was engaged by the Company to represent the Company in its bankruptcy filing and proceedings. Ackerman was
awarded fees by the court totaling $ 548,000,
inclusive of a payment plan. The Company defaulted on the payment plan obligation and as a result, Ackerman filed a motion for summary
judgment for the unpaid fees. The motion was granted by the court. The Company was able to partially satisfy the judgment, however, $ 203,115
 of these legal fees remain unpaid.

 The
Company is named as a defendant in several employment related matters primarily resulting from unpaid wages following restructuring related
staff reductions and terminations, the majority of the cases have been settled and paid directly or through DOL minimum wage collection
and distribution to hourly employees.

 F- 21

 FIRST

 NOTES

 NOTE
11 - INCOME TAXES

 The
following is a breakdown of the loss before the provision for income taxes:

OF LOSS BEFORE PROVISION FOR INCOME TAXES

 Year
 Ended December 31,

 2023

 2022

 Loss before
 provision for income taxes

 $
)

 $
)

 The
Company has not filed federal or state tax returns and has not recorded any impacts to its deferred tax amounts carried on the balance
sheet for any years after the calendar year ended December 31, 2019. As a result, the deferred tax amounts carried on the balance sheets
as of December 31, 2023 and December 31, 2022 have remained unchanged.

OF INCOME TAX EXPENSE/(BENEFIT)

 Year
 ending December 31,

 2023

 2022

 Current

 $
 —

 $
 —

 State

 —

 —

 Total current

 —

 —

 Deferred

 ( 1,853,757
)

 ( 1,853,757
)

 State

 ( 189,451
)

 ( 189,451
)

 Total deferred

 ( 2,043,708
)

 ( 2,043,708
)

 Change in valuation
 allowance

 2,043,708

 2,043,708

 Total income tax expense/(benefit)

 $
 —

 $
 —

 The
Company accounts for income taxes in accordance with ASC 740, which requires that the tax benefit of net operating losses, temporary
differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely
than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income
within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition
of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be fully realized and, accordingly,
has provided a valuation allowance as of December 31, 2023 and 2022.

 The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740,"Income Taxes". Deferred
tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a valuation allowance when in the opinion of management, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws on the date of enactment.

 The
Company's deferred tax assets are as follows:

OF DEFERRED TAX ASSETS

 Year
 Ended December 31,

 2023

 2022

 Deferred tax assets:

 NOL Carryforward

 $
 6,391,691

 $
 6,391,691

 AMT Credit

 111,950

 111,950

 Fixed assets and intangibles

 —

 —

 Stock Compensation

 —

 —

 Accruals
 and other

 —

 —

 Total deferred tax assets

 $
 6,503,641

 6,503,641

 Valuation
 allowance

 ( 6,391,641
)

 ( 6,391,641
)

 Net deferred tax asset

 $
 111,950

 $
 111,950

 F- 22

 FIRST

 NOTES

 Net
operating losses and tax credit carryforwards as of December 31, 2023, are as follows:

OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS

 Net operating losses, federal &
 state

 $
 6,391,691

 The
net operating loss and tax credit carryforwards was last calculated upon the filing of the Company's 2019 Federal tax returns.
Subsequent returns have not been filed as of the date of this report due to ongoing liquidity constraints. The Company has only experienced
additional operating losses in the fiscal periods since 2019.

 Utilization
of U.S. net operating losses and tax credit carryforwards may be limited by "ownership change" rules, as defined in Section
382 of the Internal Revenue Code. Similar rules may apply under state tax laws. The Company has not conducted a study to-date to assess
whether a limitation would apply under Section 382 of the Internal Revenue Code as and when it starts utilizing its net operating losses
and tax credits. The Company will continue to monitor activities in the future. In the event the Company previously experienced an ownership
change, or should experience an ownership change in the future, the amount of net operating losses and research and development credit
carryovers available in any taxable year could be limited and may expire unutilized.

 The
Company establishes reserves for uncertain tax positions based on the largest amount that is more-likely-than-not to be sustained. An
uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. It is the Company's
policy to recognize interest and penalties related to income tax matters in income tax expense. As
of December 31, 2023, and 2022, respectively, the Company has no accrued interest or penalties related to uncertain tax positions.

 FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company
is not currently aware of any issues under review that could result in significant payments, accruals or material deviation from its
position.

 NOTE
12 – GOING CONCERN

 The
accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity
of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial
statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has
a working capital deficit as of December 31, 2023 and has generated recurring net losses since its emergence from bankruptcy in April
2022.

the fiscal year ended December 31, 2023, the Company experienced operating losses of approximately $ 8.2
 million and corresponding cash outflows from
operations of $ 6.8 million. This performance reflected challenges in operating
and restructuring the company as a result of the previous issues that confronted the Company in the healthcare market, such
as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative
impact of the CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO's actions the Company
has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company's
ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow
its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or
sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating
growth and improved profitability resulting in improved cash flows from operations. Additionally, headcount was reduced in October 2021
and again in January 2023 to generate reductions in operating costs while the Company focused on developing and executing its future
business strategy.

 However,
in order to execute the Company's business development plan, which there can be no assurance we will achieve, the Company may need
to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially
reduce operating expenditures. If the Company is unable to secure additional capital, it may have to curtail its business development
initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability
to continue as a going concern more than one year from the date of issuance of the 2023 financial statements included in this filing.

 F- 23

 FIRST

 NOTES

 NOTE
13 – BANKRUPTCY

 On
June 15, 2020 (the "Petition Date"), the Company, First Choice Healthcare Solutions, Inc., and its wholly owned subsidiaries,
First Choice Medical Group of Brevard, LLC, FCID Medical, Inc., and Marina Towers, LLC (collectively, the "Debtors"), filed
a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the Bankruptcy Court for the Middle District
of Florida (the "Bankruptcy Court"). As of the Petition Date, the Debtors were defendants in multiple lawsuits. The main
goals of the Debtors in filing Bankruptcy was to confirm a plan of reorganization assuring a fair distribution of the Debtors'
assets to its creditors, attempt to bring as many assets in the form of settlements with the Debtors' various claimants into the
estate, and also establish a claims resolution process to resolve the securities arbitration and litigation claims in a fair and cost-effective
manner.

 The
Debtors Amended Joint Plan of Bankruptcy Under Chapter 11 of the United States Bankruptcy Code (the "Plan") was confirmed
by the Bankruptcy Court on February 23, 2021 and became effective on April 28, 2022, the date on which the Company emerged from bankruptcy
(the "Effective Date"). The Company installed a new board of directors, with the operations of the Debtors continuing to
be overseen by the Debtors existing executive officers.

 The
Company did not experience an ownership change under Section 382 of the Internal Revenue Code (the "Code"). and believe the
total available and utilizable net operating loss ("NOL") at December 31, 2023 is approximately $ 6.4
 million with was no limit under Section 382 of
the Code on the use as of December 31, 2023 (see Note 11: Federal Income Taxes to the consolidated financial statements in Item 8 of
this Annual Report on 10-K).

 Due
to there being no change to the equity interests in the Company as a result of the Bankruptcy, the criteria for applying fresh-start
reporting on emergence were not met.

 In
connection with the Plan becoming effective, among other things:

 The Debtors were approved
 to fund distributions under the Plan with a capital raise in an amount of up to $ 2,500,000
 with an overallotment amount of an additional
 $ 500,000,
 for an aggregate of $ 3,000,000
 million dollars through the insurance of secured
 convertible promissory notes ("Secured Convertible Notes") issued at an original issue discount of 10 %.
 The Secured Convertible Notes are due two years from the date of issuance, accrue interest at a rate of 10 %
 per annum to be paid quarterly either in cash or in shares of the Company's common stock, as determined by the Debtor, secured
 by a first priority lien on all Debtor assets other than those already subject to first priority liens.

 Principal
and accrued interest is to be converted on or before the maturity date into shares of Debtor common stock issued its next common stock
offering in an aggregate amount of at least $10,000,000 ("Qualified Financing"). The number of shares of Common Stock issuable
upon conversion of each Note in a Qualified Financing shall be equal to (i) the amount of principal and accrued interest, divided by
(ii) the lessor of 75% of the price per share of common stock paid by other investors for a majority of the common stock issued in the
Qualified Financing or seventy-five cents ($0.75).

 Each
Secured Convertible Note holder will also receive 5-Year warrants ("Warrants") to purchase shares of the Company's
common stock in an amount equal to 50% of the face value of its Secured Convertible Note. The Warrants will be exercisable upon the consummation
of a Qualified Financing, five-year term and a cash exercise provision. The exercise price of the Warrants are equal to 93.75% of the
per share price of common stock sold to third-party investors in the Qualified Financing.

 FCHS was approved to sell
 $ 124,195 in
 accounts receivable and certain property.

 FCHS was approved the rejection
 of two satellite clinic location leases in Melbourne, Florida and Merritt Island, Florida and to sublease an entire floor of its Melbourne
 Florida corporate headquarters. All other unexpired real estate leases were not rejected.

 F- 24

 FIRST

 NOTES

 The Bankruptcy Court rejected
 a 2018 stock purchase agreement with Stewart Health Care System, LLC ("Stewart"), whereby, Stewart held a $ 7,500,000
 put option to require the repurchase of the
 Company's common stock.

 The
Plan provided for the following debtor classes of claims and settlement terms:

 Class
1 – Priority Claims / Taxing Authorities, includes taxing authorities claims, including but not limited to an Allowed Claim of
the Internal Revenue Service. Class 1 claims are deemed to be allowed priority claims to be paid in full in three equal quarterly cash
installments, commencing on the first day of the first month following the effective date of the Plan, over a period of nine months,
with interest.

 Class
2 – Secured Claims (Equipment), includes claims from the financing of medical equipment and are deemed allowed secured claims,
to be paid in full in two equally installment payments. The first installment payment due within forty-five days after the effective
date of the Plan and the second and final installment payment shall be made within ninety days after the effective date of the Plan.

 Class
3 – General
Unsecured Claims holders are to receive distributions equal to their pro rata share of $500,000, with plan interest, payable within ninety
(90) days from the effective date of the Plan.

 Class
4 – Ongoing Trade Claims are those that are allowed at the election of the Debtor and are to be paid in full in two equal installment
payments. The first installment payment will occur within ninety days after the effective date of the Plan and the second and final installment
payment shall be made within one hundred-fifty days after the effective date of the Plan.

 Class
5 – Class Action Claims are to be settled through the establishment of a settlement fund (the "Settlement Fund") in
the amount of $ 1
 million, to be contributed from the Debtors director
and officer liability insurance policy provider. Accordingly, the Debtors accepted a settlement of a putative class action lawsuit by
a group of its shareholders that was pending in the United States District Court for the Middle District of Florida. Class 5 consists
of individuals or entities which purchased or otherwise acquired Debtor common stock between April 1, 2014, and November 14, 2018. The
class action lawsuit was settled through an insurance claim in the amount of $ 1,000,000
 not requiring any monetary settlement by the
Company.

 Additionally,
prior to the effective date of the Plan, the Debtor agreed to the payment of $ 79,518
 as settlement of a complaint filed in the Middle
District of Florida alleging securities law violations, breaches of fiduciary duties, and unjust enrichment by certain current or former
officers and directors of the Debtor.

 Class
6- Truist PPP Loan Claim Class contains all claims related to the Debtors' Payroll Protection Loans in the of $ 1,387,599,
anticipated to be forgiven in accordance with SBA regulations with no distribution of Plan assets.

 Class
7 – Equity Interests, permits Debtors equity to be retained in the same proportion existing as of the Petition Date.

 As
a result of the above, the Company was relieved of approximately $ 4,098,541
 in book value and $ 25,350,151
 in litigation approved value of general unsecured
claims for total payments of $ 500,000,
resulting in the recognition of a total gain on discharge of prepetition liabilities of $ 2,203,581,
with $ 32,157 and
$ 2,174,424 being
recognized in the years ended December 31, 2022 and December 31, 2021, respectively.

 F- 25

 FIRST

 NOTES

 NOTE
14 – UNAUDITED QUARTERLY DATA

 Explanatory
Note:

 The
Company is providing quarterly and year-to-date unaudited consolidated financial information for interim periods occurring within years
ended December 31, 2023 and 2022 in order to comply with SEC requirements.

OF CONSOLIDATED FINANCIAL INFORMATION

 ($
 in dollars, except per share data)

 2023

 2023

 2023

 2023

 Three

 30,

 ($
 in dollars, except per share data)

 2023

 2023

 2023

 2023

 $
 43,435

 $
 12,556

 $
 58,832

 $
)

 Operating loss

 $
 47,173

 $
 ( 648,256
)

 $
 ( 783,047
)

 $
 ( 1,083,051
)

 Net (loss) income from continuing operations

 $
)

 $
)

 $
)

 $
)

 $
)

 $
)

 $
)

 $
)

 $
 ( 23,209
)

 $
 ( 23,208
)

 $
 ( 22,721
)

 $
 ( 21,594
)

 Net (loss) income applicable to common shares

 $
 ( 490,626
)

 $
 ( 3,051,015
)

 $
 ( 2,677,678
)

 $
 ( 2,042,645
)

 Net (loss) income per common share –
 basic

 $
 ( 0.01
)

 $
)

 $
 ( 0.08
)

 $
 ( 0.06
)

 Net (loss) income per common share –
 diluted

 $
 ( 0.01
)

 $
)

 $
 ( 0.08
)

 $
 ( 0.06
)

 Weighted average number of common shares outstanding – basic

 Weighted average number of common shares outstanding – diluted

 ($
 in dollars, except per share data)

 2023

 2023

 2023

 2023

 Three

 ($ in dollars,
 except per share data)

 31, 2022

 30, 2022

 June
 30,
2022

 March
 31, 2022

 $
 144,084

 $
 243,284

 $
 444,510

 $

 Operating loss

 $
 783,419

 $
 2,034,426

 $
 2,596,564

 $
 2,782,766

 Net (loss) income from continuing operations

 $
 ( 639,335
)

 $
 ( 1,791,142
)

 $
 ( 2,152,054
)

 $
 ( 2,545,665
)

 $
)

 $
)

 $
)

 $
)

 $
 ( 22,074
)

 $
 ( 22,119
)

 $
 ( 9,719
)

 $
 -

 Net (loss) income applicable to common shares

 $
 ( 1,097,027
)

 $
 ( 2,391,538
)

 $
 ( 2,898,118
)

 $
)

 Net (loss) income per common share –
 basic

 $
 ( 0.03
)

 $
 ( 0.07
)

 $
)

 $
 ( 0.11
)

 Net (loss) income per common share –
 diluted

 $
 ( 0.03
)

 $
 ( 0.07
)

 $
)

 $
 ( 0.11
)

 Weighted average number of common shares outstanding – basic

 F- 26

 FIRST

 NOTES

 The
quarterly balance sheets are as follows:

 (in

 As
 of September 30, 2023

 As
 of June 30, 2023

 As
 of March 31, 2023

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 1,470

 $
 6,658

 $
 12,368

 Accounts receivable, net

 92,747

 121,023

 383,146

 100,576

 174,115

 310,078

 Total Current Assets

 194,793

 301,796

 705,593

 Property and equipment, net

 191,801

 314,179

 360,197

 Operating lease right-of-use assets

 2,536,408

 2,634,063

 4,348,838

 Other long term assets

 89,991

 89,991

 -

 Deferred tax assets

 Total Assets

 $
 3,124,942

 $
 3,451,978

 $
 5,526,577

 LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)

 Current Liabilities:

 Accounts payable

 9,241,859

 9,259,754

 10,039,310

 Accrued expenses and other current liabilities

 547,591

 524,104

 499,915

 Notes payable, current portion

 16,222,107

 220,962

 220,962

 Convertible notes payable, net of original
 issue discount and deferred financing costs

 -

 14,185,264

 11,395,155

 Current maturities of long term lease obligations

 315,075

 330,699

 474,446

 Paycheck Protection
 Program

 Total Current Liabilities

 27,610,256

 25,804,407

 23,913,412

 Notes payable, non-current portion

 -

 -

 -

 Long-term lease obligations

 2,519,859

 2,594,793

 3,951,597

 Deferred tax liability

 52,758

 52,608

 51,441

 Temporary Equity

 969,706

 -

 Total Liabilities

 31,152,579

 28,451,808

 27,951,450

 Stockholders' Equity (Deficit):

 Preferred stock; $ 0.01
 par value, 1,000,000
 shares authorized:

 Series A Convertible Preferred stock; $ 0.01
 par value, 147
 issued and outstanding

 Common stock, $ 0.001
 par value, 100,000,000
 shares authorized 32,958,288
 and 32,958,288
 shares issued and outstanding at December 31, 2022 and 2021,
 respectively

 Additional paid-in capital

 35,404,995

 35,404,995

 35,324,995

 Accumulated (deficit)
 earnings

 ( 63,465,591
)

 ( 60,437,784
)

 ( 57,782,827
)

 Total Stockholders'
 Equity (Deficit)

 ( 28,027,637
)

 ( 24,999,830
)

 ( 22,424,873
)

 Total Liabilities and
 Stockholders' Equity (Deficit)

 $
 3,124,942

 $
 3,451,978

 $
 5,526,577

 F- 27

 FIRST

 NOTES

 (in

 As
 of September 30, 2022

 As
 of June 30, 2022

 As
 of March 31, 2022

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 4,172

 $
 6,270

 $
 22,137

 Accounts receivable, net

 296,565

 309,217

 292,783

 369,248

 377,813

 402,838

 Total Current Assets

 669,985

 693,300

 717,758

 Property and equipment, net

 572,729

 596,322

 619,912

 Operating lease right-of-use assets

 4,611,591

 4,740,318

 4,867,648

 Other long term assets

 -

 -

 -

 Deferred tax assets

 Total Assets

 $
 5,966,254

 $
 6,141,889

 $
 6,317,267

 LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT)

 Current Liabilities:

 Accounts payable

 8,262,160

 6,636,305

 5,719,266

 Accrued expenses and other current liabilities

 305,760

 279,687

 261,268

 Notes payable, current portion

 241,398

 244,147

 327,006

 Convertible notes payable, net of original
 issue discount and deferred financing costs

 10,717,899

 10,273,343

 9,465,409

 Current maturities of long term lease obligations

 476,790

 466,930

 457,192

 Paycheck Protection
 Program

 Total Current Liabilities

 21,287,631

 19,184,036

 17,513,765

 Notes payable, non-current portion

 -

 -

 -

 Long-term lease obligations

 4,010,631

 3,929,764

 3,849,897

 Deferred tax liability

 -

 -

 -

 Temporary Equity

 -

 Total Liabilities

 25,298,262

 30,613,800

 28,863,662

 Stockholders' Equity (Deficit):

 Preferred stock; $ 0.01
 par value, 1,000,000
 shares authorized:

 Series A Convertible Preferred stock; $ 0.01
 par value, 147
 issued and outstanding

 -

 Common stock, $ 0.001
 par value, 100,000,000
 shares authorized 32,958,288
 and 32,958,288
 shares issued and outstanding at December 31, 2022 and 2021,
 respectively

 Additional paid-in capital

 35,321,856

 27,812,533

 26,849,651

 Accumulated (deficit)
 earnings

 ( 54,686,823
)

 ( 52,317,403
)

 ( 49,429,004
)

 Total Stockholders'
 Equity (Deficit)

 ( 19,332,008
)

 ( 24,471,911
)

 ( 22,546,395
)

 Total Liabilities and
 Stockholders' Equity (Deficit)

 $
 5,966,254

 $
 6,141,889

 $
 6,317,267

 F- 28

 FIRST

 NOTES

 The
Company's quarterly statement of operations are as follows:

 Three

 Three

 Three

 Three

 30,

 2023

 2023

 2023

 2023

 (in dollars, except per
 share data)

 Revenues, net of discounts

 $
 43,435

 $
 12,556

 $
 58,832

 $
)

 Cost of revenues

 -

 -

 -

 -

 Gross profit

 43,435

 12,556

 58,832

)

 Operating Expenses

 ( 275,220
)

 171,795

 171,213

 186,056

 Selling, general and administrative expenses

 296,782

 388,275

 695,482

 806,032

 Loss on sale of assets

 ( 25,300
)

 100,742

 ( 24,816
)

 6,125

 Amortization of intangible

 -

 -

 -

 -

 ( 3,738
)

 660,812

 841,879

 998,213

 Operating (loss)

 47,173

 ( 648,256
)

 ( 783,047
)

 ( 1,083,051
)

 Other (Expense) Income

 Interest (expense) income

 ( 729,796
)

 ( 2,379,551
)

 ( 1,871,910
)

 ( 938,000
)

 Amortization of deferred financing costs and
 debt discount

 -

 -

 -

 -

 Other (expense) income

 215,206

 -

 -

 -

 Total other (expense)

 ( 514,590
)

 ( 2,379,551
)

 ( 1,871,910
)

 ( 938,000
)

 (Loss) income before (benefit)provision for
 income taxes

)

)

)

)

 (Benefit) provision
 for income taxes

 -

 -

 -

 -

)

)

)

)

 ( 23,209
)

 ( 23,208
)

 ( 22,721
)

 ( 21,594
)

 Net (loss) income attributable
 to common shareholders

 ( 490,626
)

 ( 3,051,015
)

 ( 2,677,678
)

 ( 2,042,645
)

 Basic and diluted

 $
 ( 0.01
)

 $
)

 $
 ( 0.08
)

 $
 ( 0.06
)

 F- 29

 FIRST

 NOTES

 Three

 Three

 Three

 Three

 30,

 2022

 2022

 2022

 2022

 (in dollars, except per share data)

 Revenues, net of discounts

 $
 144,084

 $
 243,284

 $
 444,510

 $

 Cost of revenues

 -

 -

 -

 -

 Gross profit

 144,084

 243,284

 444,510

 Operating Expenses

 78,065

 1,007,175

 1,394,775

 1,985,750

 Selling, general and administrative expenses

 622,795

 1,027,251

 1,201,789

 766,438

 Loss on sale of assets

 82,559

 -

 -

 Amortization of intangible

 -

 -

 -

 -

 783,419

 2,034,426

 2,596,564

 2,782,766

 Operating (loss)

 ( 639,335
)

 ( 1,791,142
)

 ( 2,152,054
)

 ( 2,545,665
)

 Other (Expense) Income

 Interest (expense) income

 ( 1,296,563
)

 ( 578,304
)

 ( 768,502
)

 ( 1,065,473
)

 Amortization of deferred financing costs

and debt discount

 -

 -

 -

 -

 Other (expense) income

 860,945

 32,157

 Total other (expense)

 ( 435,618
)

 ( 578,277
)

 ( 736,345
)

 ( 1,065,266
)

 (Loss) income before (benefit)provision for
 income taxes

)

)

)

)

 (Benefit) provision
 for income taxes

 -

 -

 -

 -

)

)

)

)

 ( 22,074
)

 ( 22,119
)

 ( 9,719
)

 -

 Net (loss) income attributable
 to common shareholders

 $
 ( 1,097,027
)

 $
 ( 2,391,538
)

 $
 ( 2,898,118
)

 $
)

 Basic and diluted

 $
 ( 0.03
)

 $
 ( 0.07
)

 $
)

 $
 ( 0.11
)

 F- 30

 FIRST

 NOTES

 The
Company's year-to-date statement of operations are as follows:

 Nine

 Six
 months

 ended

 Three

 30,

 2023

 2023

 2023

 (in dollars, except per share data)

 Revenues, net of discounts

 $
 ( 13,450
)

 $
 ( 26,006
)

 $
)

 Cost of revenues

 -

 -

 -

 Gross profit

 ( 13,450
)

 ( 26,006
)

)

 Operating Expenses

 529,064

 357,269

 186,056

 Selling, general and administrative expenses

 1,889,789

 1,501,514

 806,032

 Loss on sale of assets

 82,051

 ( 18,691
)

 6,125

 Amortization of intangible

 -

 -

 -

 2,500,904

 1,840,092

 998,213

 Operating (loss)

 ( 2,514,354
)

 ( 1,866,098
)

 ( 1,083,051
)

 Other (Expense) Income

 Interest (expense) income

 ( 5,189,461
)

 ( 2,809,910
)

 ( 938,000
)

 Amortization of deferred financing costs and
 debt discount

 -

 -

 -

 Other (expense) income

 -

 -

 -

 Total other (expense)

 ( 5,189,461
)

 ( 2,809,910
)

 ( 938,000
)

 (Loss) income before (benefit)provision for
 income taxes

 ( 7,703,815
)

 ( 4,676,008
)

)

 (Benefit) provision
 for income taxes

 -

 -

 -

 ( 7,703,815
)

 ( 4,676,008
)

)

 ( 67,523
)

 ( 44,315
)

 ( 21,594
)

 Net (loss) income attributable
 to common shareholders

 ( 7,771,338
)

 ( 4,720,323
)

 ( 2,042,645
)

 Basic and diluted

 $
 ( 0.24
)

 $
 ( 0.14
)

 $
 ( 0.06
)

 F- 31

 FIRST

 NOTES

 Nine

 Six

 Three

 30,

 2022

 2022

 2022

 (in dollars, except per share data)

 Revenues, net of discounts

 $
 924,895

 $
 681,611

 $

 Cost of revenues

 -

 -

 -

 Gross profit

 924,895

 681,611

 Operating Expenses

 4,387,700

 3,380,525

 1,985,750

 Selling, general and administrative expenses

 2,995,478

 1,968,227

 766,438

 Loss on sale of assets

 Amortization of intangible

 -

 -

 -

 7,413,756

 5,379,330

 2,782,766

 (loss) income

 ( 6,488,861
)

 ( 4,697,719
)

 ( 2,545,665
)

 Other (Expense) Income

 Interest (expense) income

 ( 2,412,279
)

 ( 1,833,975
)

 ( 1,065,473
)

 Amortization of deferred financing costs and
 debt discount

 -

 -

 -

 Other (expense) income

 32,391

 32,364

 Total
 other (expense) income

 ( 2,379,888
)

 ( 1,801,611
)

 ( 1,065,266
)

 (Loss) income before (benefit) provision for
 income taxes

 ( 8,868,749
)

 ( 6,499,330
)

)

 (Benefit) provision
 for income taxes

 -

 -

 -

 ( 8,868,749
)

 ( 6,499,330
)

)

 ( 31,838
)

 ( 9,719
)

 -

 Net
 (loss) income attributable to common shareholders

 $
 ( 8,900,587
)

 ( 6,509,049
)

)

 Basic and diluted

 $
 ( 0.27
)

 $
 ( 0.20
)

 $
 ( 0.11
)

 F- 32

 FIRST

 NOTES

 The
Company's statement of cash flows are as follows:

 Three

 Three

 Three

 Three

 30,

 ($ in dollars)

 2023

 2023

 2023

 2023

 $
)

 $
)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:

 8,682

 8,681

 13,766

 13,676

 89,991

 -

 17,252

 82,624

 8,250

 74,275

 919,348

 427,513

 Amortization of deferred
 financing costs

 166,918

 -

 ( 89,991
)

 -

 -

 -

 ( 35,000
)

 23,208

 23,208

 22,722

 21,594

 3,216

 3,194

 11,237

 23,866

 Changes in operating assets and liabilities:

 ( 2,913
)

 25,082

 250,886

 908,989

 ( 106,055
)

 ( 307
)

 25,194

 3,242

 99,050

 97,655

 1,714,775

 132,607

 ( 1,447,249
)

 ( 17,895
)

 ( 744,556
)

 367,550

 ( 93,169
)

 ( 90,559
)

 ( 1,500,550
)

 ( 119,220
)

 Net cash provided by (used in) operating activities

 $
 ( 1,717,488
)

 $
 ( 2,904,472
)

 $
 ( 2,049,875
)

 $
 ( 123,610
)

 Proceeds from sale of fixed

 -

 113,697

 15,000

 18,000

 ( 79,124
)

 -

 -

 ( 3,794
)

 Net cash (used in) provided by investing activities

 $
 ( 79,124
)

 $
 113,697

 $
 15,000

 $
 14,206

 -

 -

 -

)

 1,807,749

 2,785,586

 1,984,166

 288,316

 -

 -

 -

 Net cash provided by (used in) financing activities

 $
 1,807,749

 $
 2,785,587

 $
 2,029,165

 $
 114,552

 11,137

 ( 5,188
)

 ( 5,710
)

 5,148

 Cash, beginning of
 period

 1,469

 6,657

 12,367

 7,219

 Cash, end of period

 $
 12,606

 $
 1,469

 $
 6,657

 $
 12,367

 Cash
 paid for interest

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 OID

 $
 93,250

 $
 -

 $
 -

 $
 258,462

 Warrants issued for debt

 -

 -

 -

 1,672

 $
 1,803

 $
 -

 $
 -

 $

 F- 33

 FIRST

 NOTES

 Nine

 Six

 Three

 30,

 ($
 in dollars)

 2023

 2023

 2023

 $
 ( 7,703,815
)

 $
 ( 4,676,008
)

 $
)

 Adjustments to reconcile net loss to net
 cash provided by (used in) operating activities:

 36,123

 27,442

 13,676

 99,876

 99,876

 82,624

 1,421,136

 1,346,861

 427,513

 Amortization of deferred
 financing costs

 ( 89,991
)

 ( 89,991
)

 -

 -

 -

 67,524

 44,316

 21,594

 38,297

 35,103

 23,866

 Changes in operating assets and liabilities:

 1,184,957

 1,159,875

 908,989

 28,129

 28,436

 3,242

 1,945,037

 1,847,382

 132,607

 ( 394,901
)

 ( 377,006
)

 367,550

 ( 1,710,329
)

 ( 1,619,770
)

 ( 119,220
)

 Net cash provided by (used in) operating

 $
 ( 5,077,957
)

 $
 ( 2,173,485
)

 $
 ( 123,610
)

 Proceeds from sale of fixed

 146,697

 33,000

 18,000

 ( 3,794
)

 ( 3,794
)

 ( 3,794
)

 Net cash (used in) provided by investing

 $
 142,903

 $
 29,206

 $
 14,206

)

)

)

 5,058,068

 2,272,480

 288,316

 -

 Net cash provided by (used in) financing

 $
 4,929,304

 $
 2,143,717

 $
 114,552

 ( 5,750
)

 ( 562
)

 5,148

 Cash, beginning of
 period

 7,219

 7,219

 7,219

 Cash, end of period

 $
 1,469

 $
 6,657

 $
 12,367

 Cash
 paid for interest

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 OID

 $
 258,462

 $
 258,462

 $
 258,462

 Warrants issued for debt

 1,672

 1,672

 1,672

 $

 $

 $

 F- 34

 FIRST

 NOTES

 Three

 Three

 Three

 Three

 30,

 ($ in dollars)

 2022

 2022

 2022

 2022

 $
)

 $
)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:

 19,466

 23,593

 23,591

 21,912

 82,560

 -

 -

 Accretion of debt modification

 -

 -

 -

 63,836

 ( 82,882
)

 361,861

 1,151,160

 Amortization of warrants
 issued for debt discount

 4,623

 -

 -

 188,608

 3,000

 60,090

 -

 7,006

 -

 1,125

 2,438

 22,074

 22,118

 9,719

 -

 90,472

 ( 151,363
)

 57,204

 136,817

 Changes in operating assets and liabilities:

 ( 1,109,908
)

 164,015

 ( 73,638
)

 15,954

 240,544

 8,565

 25,025

 ( 20,676
)

 130,146

 128,726

 127,331

 122,190

 1,401,020

 1,625,855

 917,039

 1,158,232

 57,840

 90,727

 89,603

 ( 696,698
)

 Net cash provided by (used in) operating activities

 $
 ( 69,280
)

 $
 ( 479,350
)

 $
 ( 1,349,539
)

 $
 ( 1,481,151
)

 -

 -

 -

)

 Net cash (used in) provided by investing activities

 $
 -

 $
 -

 $
 -

 $
)

 ( 2,672
)

 ( 62,749
)

 ( 82,859
)

 ( 712,177
)

 75,000

 540,000

 464,781

 2,289,000

 -

 -

 -

 Net cash provided by (used in) financing activities

 $
 72,328

 $
 477,251

 $
 1,333,672

 $
 1,576,823

 3,048

 ( 2,099
)

 ( 15,867
)

 14,992

 Cash, beginning of
 period

 4,171

 6,270

 22,137

 7,145

 Cash, end of period

 $
 7,219

 $
 4,171

 $
 6,270

 $
 22,137

 Cash paid for interest

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Reverse temporary equity
 for bankruptcy

 $
 -

 $

 $
 -

 $
 -

 Convertible notes exchanged

 -

 210,000

 -

 165,000

 Fixed asset purchased under
 capital lease

 -

 403,846

 -

 2,954,156

 DFC

 15,000

 3,954

 -

 226,000

 OID

 48,462

 -

 199,231

 1,180,461

 Warrants issued for debt

 1,467

 8,698

 10,008

 144,023

 $
 1,662

 $
 -

 $
 8,700

 $
 37,542

 F- 35

 FIRST

 NOTES

 Nine

 Six

 Three

 30,

 ($ in dollars)

 2022

 2022

 2022

 $
 ( 8,868,749
)

 $
 ( 6,499,330
)

 $
)

 Adjustments to reconcile net loss to net
 cash provided by (used in) operating activities:

 69,096

 45,503

 21,912

 Accretion of debt modification

 1,430,139

 1,513,021

 1,151,160

 Amortization of warrants
 issued for debt discount

 188,608

 188,608

 188,608

 67,096

 7,006

 7,006

 4,188

 3,563

 2,438

 31,837

 9,719

 -

 42,658

 194,021

 136,817

 Changes in operating
 assets and liabilities:

 106,331

 ( 57,684
)

 15,954

 12,914

 4,349

 ( 20,676
)

 378,247

 249,521

 122,190

 3,701,126

 2,075,271

 1,158,232

 ( 516,368
)

 ( 607,095
)

 ( 696,698
)

 Net cash provided by (used in) operating

 $
 ( 3,310,040
)

 $
 ( 2,830,690
)

 $
 ( 1,481,151
)

)

)

)

 Net cash (used in) provided by investing

 $
)

 $
)

 $
)

 ( 857,785
)

 ( 795,036
)

 ( 712,177
)

 3,293,781

 2,753,781

 2,289,000

 -

 Net cash provided by (used in) financing

 $
 3,387,746

 $
 2,910,495

 $
 1,576,823

 ( 2,974
)

 ( 875
)

 14,992

 Cash, beginning of
 period

 7,145

 7,145

 7,145

 Cash, end of period

 $
 4,171

 $
 6,270

 $
 22,137

 Cash paid for interest

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Reverse temporary equity
 for bankruptcy

 $

 $
 -

 $
 -

 Convertible notes exchanged

 375,000

 165,000

 165,000

 Fixed asset purchased under
 capital lease

 3,358,002

 2,954,156

 2,954,156

 DFC

 229,954

 226,000

 226,000

 OID

 1,379,692

 1,379,692

 1,180,461

 Warrants issed for debt

 162,729

 154,031

 144,023

 $
 46,242

 $
 46,242

 $
 37,542

 F- 36

 FIRST

 NOTES

 The
Company's statement of changes in stockholders' equity are as follows:

 FIRST

STATEMENT OF STOCKHOLDERS' EQUITY

 TWO
YEARS ENDED DECEMBER 31, 2023

 (in

 Total

 Additional

 stock

 Preferred
 stock

 Paid
 in

 Accumulated

 Total

 Balance, December 31, 2022

 $

 $

 $

 $
)

 $
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,672

 —

 1,672

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, March 31, 2023

 $

 $

 $
 35,324,995

 $
 ( 57,782,826
)

 $
 ( 22,424,873
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, June 30, 2023

 $

 $

 35,404,995

 $
 ( 60,437,783
)

 ( 24,999,830
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, September 30,
 2023

 $

 $

 $
 35,404,995

 $
 ( 63,465,590
)

 $
 ( 28,027,637
)

 —

 —

 —

 —

 ( 35,000
)

 —

 ( 35,000
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 31,
 2023

 $

 $

 $
 35,369,995

 $
 ( 63,933,007
)

 $
 ( 28,530,053
)

 F- 37

 FIRST

STATEMENT OF STOCKHOLDERS' EQUITY

 THE
YEAR ENDED DECEMBER 31, 2022

 (in

 Additional

 stock

 Preferred
 stock

 Paid
 in

 Accumulated

 Total

 Balance, December 31, 2021

 $

 —

 $
 —

 $
 26,703,190

 $
 ( 45,818,073
)

 $
 ( 19,081,925
)

 —

 —

 —

 —

 2,438

 —

 2,438

 —

 —

 —

 —

 144,023

 —

 144,023

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, March 31, 2022

 $

 —

 $
 —

 $
 26,849,651

 $
 ( 49,429,004
)

 $
 ( 22,546,395
)

 —

 —

 —

 —

 1,127

 —

 1,127

 —

 —

 —

 —

 10,008

 —

 10,008

 —

 —

 951,748

 —

 951,748

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, June 30, 2022

 $

 $

 $
 27,812,534

 $
 ( 52,317,403
)

 $
 ( 24,471,911
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 8,698

 —

 8,698

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, September 30,
 2022

 $

 $

 $
 35,321,856

 $
 ( 54,686,822
)

 $
 ( 19,332,008
)

 Balance

 $

 $

 $
 35,321,856

 $
 ( 54,686,822
)

 $
 ( 19,332,008
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,467

 —

 1,467

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December 30,
 2022

 $

 $

 $

 $
)

 $
)

 Balance

 $

 $

 $

 $
)

 $
)

 F- 38

 FIRST

 NOTES

 NOTE
15 – SUBSEQUENT EVENTS

 On
January 1, 2024, Phillip Keller, the Company's Chief Financial Officer began a leave of absence for personal reasons.

 On
January 25, 2024, the County Court of Brevard County ("Court"), Florida granted a $ 19,473
 judgement in favor of the lessor of an equipment
lease. On May 31, 2018, the Company entered into a lease agreement for the use of equipment with 60 monthly payments of $ 2,112
 payable through April 2023 with an effective
interest rate of 5.00 %
per annum. The Company failed to make all payments as required under the lease agreement which resulted in the lender filing a complaint
in the Court. In June 2023 the Court issued an order to the Company to return the equipment. The lender subsequently liquidated the equipment
from which the proceeds were netted against the total claim. This judgment and claim was settled for $ 9,000
 in March 2024, and paid in full on April 26,
2024.

 On
January 25, 2024, the company entered into an asset purchase agreement to acquire all the physical and intellectual assets known as
The Good Clinic from Leading Primary Care, LLC, a primary care clinic concept specializing in providing whole person primary care and wellness, in an all-stock
deal for $ 3,500,000.

 On
March 26, 2024, Phillip Keller, the Company's Chief Financial Officer was formally terminated in accordance with the terms of his
CFO Employment Agreement.

 In
March and April 2024, the
Company issued 20% OID Senior Secured Convertible Notes payable with a face amount, including the 20% OID, totaling $1,078,125.00.
The 20% OID Senior Secured Convertible Notes mature on the earlier of the effective date of an S-1 registration Statement or six months
from the dates of issuance, have a 20% original issuance discount, bear interest at 10% per annum due and payable on the maturity date
in cash or common stock at the option of the Company, 150% Warrant Coverage, and three (3) commitment shares for every dollar that was
invested. The notes are automatically converted to the Company's common stock upon a qualified financing of the Company of no less
than $ 5,000,000
in
aggregate proceeds from the sales of its common stock at the conversion rate of the lessor of 85 %
of the price per share paid by investors in the qualified financing, or $ 1.00
per
share, subject to automatic adjustment for stock splits and dividends.

 F- 39

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On
February 21, 2024, the Audit Committee of the Board of Directors dismissed B.F. Borgers, LLP ("Borgers") as the Company's
independent registered public accounting firm.

 Borgers
did not provide a report on the Company's financial statements during any fiscal years. There were (i) no disagreements between
the Company and Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure and Control Procedures

 Our
Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of December
31, 2023, and concluded that our disclosure controls and procedures are effective. The term disclosure controls and procedures mean
controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is
accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined
in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements in accordance with Generally Accepted Accounting Principles
("U.S. GAAP").

 Because
of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance of such reliability
and may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is 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.

 Management
has conducted, with the participation of our Chief Executive Officer and Chief Financial Officer, an assessment of the effectiveness
of our internal control over financial reporting as of December 31, 2023. Management's assessment of internal control over financial
reporting used the criteria set forth in SEC Release 33-8810 based on the framework established by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") in Internal Control over Financial Reporting — Guidance for Smaller Public Companies.
 Based on this evaluation, management concluded that our system of internal control over financial reporting was effective as of December
31, 2023 based on these criteria.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal
control over financial reporting. As a smaller reporting company, our management's report was not subject to attestation by our
registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management's report.

in Internal Control over Financial Reporting

 Due
to the appointment of Phillip J. Keller as Interim CEO as well as CFO effective November 18, 2018, and re-appointment as CFO on June
25, 2021, there were some changes in internal controls related to segregation of duties over financial reporting, as defined in Rules
13a-15(t) and 15d-15(f) under the Exchange Act. Furthermore, the reduction in staff restructurings including the bankruptcy, and subsequently,
due to liquidity constraints as the operations contracted, resulted in limitations on the Company's ability to fully segregate
duties and maintain other internal controls. In addition, Mr. Keller began a personal leave of absence on January 1, 2024 which led to
a permanent termination in March, 2024. While management is establishing plans to mitigate potential risks, restore staff and adequate
segregation of duties, management does not believe that these changes had a material effect, or are reasonably likely to materially affect,
our internal controls over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
 INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table and biographical summaries set forth information, including principal occupation and business experience for our executive
officers:

 Name

 Age

 Positions
 Held

 Lance
 Friedman

 Chief
 Executive Officer and Director

 Michael
 C. Howe

 President
 and COO

 Ernest
 J. Scheidemann, Jr.

 Interim
 Chief Financial Officer

 Lance
B. Friedman is the CEO and Chairman of the Board of the Company since June 25, 2020. Additionally, he is the founder and principal
of Blackstone Capital Advisors, Inc., since 1999, and Cobra Alternative Capital Strategies LLC, both international corporate and capital
markets advisory firms. Mr. Friedman is a founding member and Director of Investor Relations at Aspire BioPharma Inc., a biotechnology
firm based in Puerto Rico, since April 2021.

 Michael
C. Howe is the Chief Operations Officer & President of the Company since February 1, 2024. Mr. Howe has driven growth in consumer
and healthcare industries for over 40 years. He served as CEO and founder of Leading Primary Care, LLC (from which the Company purchased certain assets known as The Good Clinic) since November 2019 and has had leadership
positions of several consumer businesses including playing the pivotal role in scaling MinuteClinic, now part of CVS, as well as serving
as CEO of Arby's and Verify Brand.

 Ernest
J. Scheidemann, Jr. is the Interim Chief Financial Officer of the Company. Mr. Scheidemann is a Partner in the
Florida CFO Group since February 2024, and the founding member of an interim / fractional CFO firm. Over the past 25 years, Mr.
Scheidemann has led all financial activities for numerous start-ups, high growth, restructuring and turnaround situations in a
variety of industries. Previously he was the CFO for several publicly traded as well as privately held companies.

 The
following table and biographical summaries set forth information, including principal occupation and business experience for our directors:

 Directors

 Age

 Position

 Officer and/or Director Since

 Director

 June 2020

 Board
of Directors' Resignations

 On
February 24, 2023, Eric Weiss, Evan Kostorizos, and Terence Herzog, each mutually agreed to resign as Directors of the Company. Each
of the separation agreements provided for consideration of $25,000.00 to be paid from the receipt of a minimum of $150,000.00, net of
commissions to ERC broker, collected from ERC IRS reimbursements; and a second payment of $25,000.00 from the next series of ERC IRS
reimbursements in the minimum net amount of $150,000.00. In addition, upon execution of the separation agreements, the Company agreed
to issue to each Director 25,000 5-year Warrants in Company at a strike price of $1.00 per share.

 As
of December 31, 2023, due to liquidity constraints, the Company has only partially satisfied the consideration terms of the three separation
agreements (see Compensation of Directors below). The Company intends to completely satisfy the remaining conditions in early 2024.

 Board
of Directors' Term of Office

 Directors
are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their
successors are elected and qualified.

 Family
Relationships

 There
are no family relationships among the Officers and Directors, nor are there any arrangements or understanding between any of the Directors
or Officers of our Company or any other person pursuant to which any Officer or Director was or is to be selected as an Officer or Director.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, with the exception of our former Chief Executive Officer Chris Romandetti, Sr., our current directors and executive officers
have not been involved in any of the following events during the past ten years:

 1.
 any
 bankruptcy petition filed by or against such person or any business of which such person
 was a general partner or executive officer either at the time of the bankruptcy or within
 two years prior to that time;

 2.
 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
 traffic violations and other minor offenses);

 3.
 being
 subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated,
 of any court of competent jurisdiction, permanently or temporarily enjoining him from or
 otherwise limiting his involvement in any type of business, securities, or banking activities
 or to be associated with any person practicing in banking or securities activities;

 4.
 being
 found by a court of competent jurisdiction in a civil action, the SEC, or the Commodity Futures
 Trading Commission to have violated a Federal or state securities or commodities law, and
 the judgment has not been reversed, suspended, or vacated;

 5.
 being
 subject of, or a party to, any Federal or state judicial or administrative order, judgment
 decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged
 violation of any Federal or state securities or commodities law or regulation, any law or
 regulation respecting financial institutions or insurance companies, or any law or regulation
 prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.
 being
 subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated,
 of any self-regulatory organization, any registered entity or any equivalent exchange, association,
 entity, or organization that has disciplinary authority over its members or persons associated
 with a member.

 Board
Meetings; Committee Meetings; and Annual Meeting Attendance

2023, the Board of Directors held no in-person meetings.

 Committees
of the Board of Directors

 The
Company presently has no committees of the Board of Directors. Prior to the February 2023 board resignations, the Company had three (3)
committees of the Board of Directors: (i) the Audit Committee; (ii) the Nominating and Governance Committee; and (iii) the Compensation
Committee. Each committee was comprised solely of independent directors within the meaning of the applicable rules and regulations of
the Securities and Exchange Commission and the Nasdaq Stock Market LLC. The Company plans to appoint new directors and re-establish the
three (3) committees described above and discussed below in the second quarter of 2024.

 Audit
Committee

 The
Audit Committee will be responsible for assisting the Board in oversight and monitoring of the Company's financial statements and other financial information
provided by the Company to its shareholders and others; compliance with legal, regulatory, and public disclosure requirements; the independent
auditors, including their qualifications and independence; treasury and finance matters; and the auditing, accounting, and financial
reporting process generally.

 Compensation
Committee

 The
Compensation Committee will be responsible for reviewing and approving the compensation arrangements for the Board's executive officers, including the CEO,
administers the Company's equity compensation plans, and reviewing the Board's compensation.

 Nominating
and Governance Committee

 The
Nominating and Governance Committee will be responsible for assisting the Board in identifying qualified individuals to become directors, recommends director nominees
for election at each annual shareholder meeting, and developing and recommending corporate governance guidelines and standards for business
conduct and ethics.

in Nominating Process

 There
are no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our Company's directors, officers and stockholders who beneficially own more than 10% of any
class of equity securities of our Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the
"Reporting Persons," to file initial statements of beneficial ownership of securities and statements of changes in beneficial
ownership of securities with respect to our Company's equity securities with the SEC. All Reporting Persons are required by SEC
regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). We believe
that all Section 16(a) filing requirements applicable to such Reporting Persons will be filed by the end of the second quarter.

 Code
of Ethics

 We
have adopted a Code of Ethics for adherence by our Chief Executive Officer and Chief Financial Officer to ensure honest and ethical conduct,
full, fair and proper disclosure of financial information in our periodic reports filed pursuant to the Securities Exchange Act of 1934,
and compliance with applicable laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics, without charge, by mailing
a request to our Company at the address appearing on the front page of this Annual Report on Form 10-K.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Summary
Compensation Table

 The
following table summarizes for the fiscal years ended December 31, 2023 and 2022, the total compensation of the Company's Chief
Executive Officer and Chief Financial Officer (" Named Executive Officers ").

 Name and
 Position(s)

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Other
 ($)

 Total
 Compensation ($)

 (1)

 2023

 $
 56,166

 $
 —

 $
 —

 $
 255,562

 $
 311,728

 Chief Executive Officer

 2022

 112,000

 —

 —

 166,893

 178,893

 Phillip J. Keller (2)

 2023

 $
 127,562

 $
 —

 $
 —

 $
 119,141

 $
 246,703

 CFO, Secretary & Treasurer

 2022

 103,830

 —

 —

 78,812

 182,642

 (1)
 Mr.
 Friedman was appointed as CEO as of June 2020

 (2)
 Mr.
 Keller was appointed CFO as of July 24, 2017, interim CEO as of November 19, 2018, and re-appointed
 CFO on July 1, 2022. Mr. Keller began a leave of absence on January 1, 2024 and his employment
 was terminated in March 2024.

 Employment
and Consulting Agreements

 Employment
agreement with Lance Friedman, CEO

 The
Company entered into an employment agreement (the "CEO Employment Agreement") with Lance Friedman dated March 1, 2021 and
amended as of March 1, 2024, to serve as the Company's Chief Executive Officer. Pursuant to the terms and conditions set forth
in the CEO Employment Agreement, Mr. Friedman is entitled to receive an annual base salary of $375,000.

 In
addition to the base salary, Mr. Friedman shall be eligible to receive an annual bonus in an amount equal to 100% of the base salary
(60% cash and 40% stock grant) for achievement of target-level performance objectives ("Target Bonus") with the eligible
amount of such bonus being more or less than the Target Bonus in the event of achievement below or above target-performance objectives,
in each case as determined by the Board in its discretion.

 Employment
agreement with Michael Howe, COO

 The
Company entered into a two-year employment agreement ("COO Employment Agreement") with Michael Howe, dated February 1, 2024,
to serve as the Company's Chief Operating Officer. Pursuant to the terms and conditions set forth in the COO Employment Agreement,
Mr. Howe is entitled to receive an annual base salary of $250,000.

 In
addition to the base salary, Mr. Howe shall be eligible to receive an annual bonus in an amount equal to 100% of the base salary (60%
cash and 40% stock grant) for achievement of target-level performance objectives ("Target Bonus") (with the eligible amount
of such bonus being more or less than the Target Bonus in the event of achievement below or above target-performance objectives, in each
case as determined by the Board in its discretion).

 Consulting agreement with FinTrust Consulting,
LLC (of which the Interim CFO is the Managing Member)

 The Company entered into a consulting agreement ("Consulting
Agreement") with FinTrust Consulting, LLC (of which Ernest J. Scheidemann, Jr. is the Managing Member), dated December 19, 2023
to perform such duties and services as required by the Company relating to finance, strategy, accounting, business planning, insurance,
capital raising initiatives, and other related activities as may be reasonably requested from time to time by the Company's senior
officers. Pursuant to the terms and conditions set forth in the Consulting Agreement, FinTrust Consulting, LLC is entitled to receive
a fixed monthly fee of $17,250, among other payments. The Consulting Agreement can be terminated by either party upon providing 30 days'
notice.

 Outstanding
Equity Awards at 2023 Fiscal Year-End

 Outstanding
equity awards at 2023 fiscal year-end are comprised of Restricted Stock Units ("RSU"). There were no equity awards granted during
the years ended December 31, 2023 and December 31, 2022.

 Compensation
of Directors

 The
following table sets forth the compensation paid our Board of Directors for fiscal 2023:

 Name

 Cash

($)

(#)

 ($)

 $

 Eric Weiss (1)

 —

 —

 Evan Kostorizos (1)

 —

 —

 Terence Herzog (1)

 40,000

 —

 —

 Total

 $
 164,000

 —

 $
 —

 (1)

 Directors Weiss, Kostorizos and Herzog resigned on February
24, 2023.

 Potential
Payments upon Termination or Change in Control

 We
do not have any contract, agreement, plan or arrangement that provides for any payment to any of our Named Executive Officers at, following,
or in connection with a termination of the employment of such Named Executive Officer, a change in control of our Company or a change
in such Named Executive Officer's responsibilities.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Security
beneficial ownership table

 The
following table sets forth information as of May 13, 2024 based on information obtained from the persons named below, with respect
to the beneficial ownership of our common and preferred stock by (i) each person (including groups) known to us to be the beneficial
owner of more than five percent (5%) of our Common Stock, or (ii) each Director and Officer, and (iii) all Directors and Officers of
our Company, as a group. Except as otherwise indicated, all stockholders have sole voting and investment power with respect to the shares
listed as beneficially owned by them, subject to the rights of spouses under applicable community property laws.

 Name
 of Beneficial Owner

 of

 Common Stock

 beneficially

 owned (1) (2)

 Percentage

 Beneficial
 Owners of more than 5%

 Kristen Jones Romandetti (3)

 8,750,078

 24.49
 %

 Steward Physician Contracting (4)

 5,000,000

 14.00
 %

 C.T. Capital, Ltd. (5)

 2,666,667

 7.46
 %

 (1)

 Except
 as otherwise indicated, we believe that the beneficial owners of the Common Stock listed above, based on information furnished by
 such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
 Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
 respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days,
 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not
 deemed outstanding for purposes of computing the percentage ownership of any other person.

 (2)

 Based
 on 35,725,788 shares of Common Stock issued and outstanding as of May 13, 2024.

 (3)

 Kristen
 Jones Romandetti is the spouse of our former Chief Executive Officer, Christian C. Romandetti,
 Sr. and her address is 3540 Charlton Pl., Melbourne, FL 32934.

 (4)

 The
 address of Steward Physician Contracting is 111 Huntington Avenue, Suite 1800, Boston, MA 021999

 (5)

 On
 June 13, 2013, we entered into a Loan and Security Agreement (the "Loan Agreement") with C.T. Capital, Ltd, a Florida
 Limited Partnership. Under the Loan Agreement and subsequent amendments, C.T. Capital committed to make an accounts receivable line
 of credit to a maximum aggregate amount of $2,500,000. C.T. Capital may convert all or any portion of the outstanding principal amount
 – up to $2,000,000 – or interest on the loan into our Common Stock at a price equal to $0.75 per share. In December 2016,
 C.T. Capital converted $1,400,000 of the outstanding principal amount to 1,866,667 shares of Common Stock. For purposes of percent
 ownership calculation, we have assumed that the remaining $600,000 eligible for conversion to equity was converted into our Common
 Stock at a price of $0.75 per share. The address of C.T. Capital, Ltd. is 6300 NE First Avenue, Suite 201, Fort Lauderdale, Florida
 33334. (See "Note 15 – Subsequent Events" to the consolidated financial statements
in Item 8 of this Annual Report on 10-K).

 Equity
Compensation Plans

 On
March 14, 2012, we adopted our 2011 Incentive Stock Plan (the "2011 Plan"), pursuant to which 500,000 shares of our Common
Stock are reserved for issuance as awards to employees, directors, officers, consultants, and other service providers of our Company
and its subsidiaries (an "Optionee"). The term of the 2011 Plan is ten years from January 6, 2012, its effective date. On
December 29, 2023, by written resolution, the Company's Board of Directors terminated the 2011 Plan.

 Description
of Securities

 The
Company has 100,000,000 shares of Common Stock, par value $0.001 per share, authorized for issuance, 1,000,000 Preferred Stock, par value
$0.01 per share, 1,000,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, and 3,000,000 of Series B Preferred
Stock, par value $0.0001, authorized for issuance.

 As
of December 31, 2023, there were 32,958,288 shares of Common Stock and 147 shares of Series A 10% Convertible Preferred Stock, and 0
shares of Series B Convertible Preferred Stock that are issued and outstanding.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Director
Independence

 The Board evaluates the independence of each
nominee for election as a director of our Company in accordance with the applicable provisions of the CBOE listing standards and the
Exchange Act. Currently, none of our directors qualify as
independent directors under the CBOE listing standards and Rule 10A-3 and Rule 10C-1 of the Exchange Act.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 We
engaged Bush and Associates CPAs ("Bush") as our independent registered public accounting firm for the audit of our financial
statements for the years ended December 31, 2023 and 2022.

 Our
independent auditor, Bush was engaged in 2024 and therefore billed $0 for the year ended December 31, 2023. Audit Fees consist of fees
billed for professional services rendered for auditing our Financial Statements, reviews of interim Financial Statements included in
quarterly reports, services performed in connection with other filings with the Securities & Exchange Commission and related comfort
letters and other services that are normally provided by our independent auditors in connection with statutory and regulatory filings
or engagements. Tax Fees consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services
include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.
All Other Fees consists of fees billed by accountants other than Bush for non-audit or tax related professional services. This category
also includes fees billed by our former audit firm, BF Borgers CPA PC.

 2023

 2022

 Audit Fees

 $
 —

 $
 165,000

 Tax Fees

 —

 5,000

 All Other Fees

 55,000

 —

 Total

 $
 55,000

 $
 170,000

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 Exhibit No.

 Description

 3.1

 Certificate
 of Incorporation of First Choice Healthcare Solutions, Inc. (incorporated by reference to Annex B to the Company's Information
 Statement on Schedule 14C, filed with the SEC on March 14, 2012)

 3.2

 By-laws
 of the Company (incorporated by reference to Annex C to the Company's Information Statement on
 Schedule 14C, filed with the SEC on March 14, 2012)

 4.1*

 Description of Registrant's Securities

 10.1

 Share
 Exchange Agreement dated December 29, 2010, by and between the Company, FCID Medical, Inc., and FCID Holdings, Inc. (incorporated
 by reference to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2011)

 10.2

 Loan
 and Security Agreement dated as of June 13, 2013, by and between C.T. Capital Ltd and First Choice Medical Group of Brevard, LLC
 (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2014).

 10.3*

 Asset Purchase Agreement dated January 25, 2024 by and between the Company and Leading Primary Care, LLC

 10.4*

 Stock Purchase Agreement dated July 20, 2023 by and between the Company and Gary C. Bernard, as amended by addendum dated May 8, 2024.

 10.5*

 Employment agreement dated June 6, 2022 between the Company and Lance Friedman, as amended by the addendum dated March 1, 2024

 10.6*

 Employment agreement dated February 1, 2024 between the Company and Michael Howe

 10.7*

 Consulting agreement dated December 19, 2023 between the Company and FinTrust Consulting, LLC

 List of Subsidiaries of the Company

 24.1

 Power of Attorney (as seen on signature page herein)

 23.1

 Consent
 of Bush & Associates CPA LLC

 31.1*

 Certification
 of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities
 Exchange Act, as amended.

 31.2*

 Certification
 of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

 32.1**

 Certification
 of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange
 Act, as amended, and 18 U.S.C. Section 1350.

 97.1*

 Clawback Policy

 EX-101.INS

 INSTANCE DOCUMENT+

 EX-101.SCH

 TAXONOMY EXTENSION SCHEMA DOCUMENT+

 EX-01.CAL

 TAXONOMY EXTENSION CALCULATION LINKBASE+

 EX-101.DEF

 TAXONOMY EXTENSION DEFINITION LINKBASE+

 EX-01.LAB

 TAXONOMY EXTENSION LABELS LINKBASE+

 EX-101.PRE

 TAXONOMY EXTENSION PRESENTATION LINKBASE+

 Interactive
 Data File

 *
Filed herewith

 **
Furnished herewith

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 By:

 /s/

 Lance
 Friedman

 Chief
 Executive Officer

 By:

 /s/
 Ernest J. Scheidemann, Jr.

 Ernest
 J. Scheidemann, Jr.

 Interim
 Chief Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

 FIRST

 Dated:
 May 13, 2024

 By:

 /s/

 Lance
 Friedman

 Chief
 Executive Officer

 Dated:
 May 13, 2024

 By:

 /s/
 Ernest J. Scheidemann, Jr.

 Ernest
 J. Scheidemann, Jr.

 Interim
 Chief Financial Officer