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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from __________ to _________

 Commission
file number 0-15415

 Selectis
Health, Inc.

 (Exact
name of Registrant as specified in its Charter)

 Utah

 87-0340206

 (State
 or other jurisdiction of

 I.R.S.
 Employer

 incorporation
 or organization)

 Identification
 number

 8480
 E Orchard Rd, Ste 4900,

 Greenwood
 Village, CO

 80111

 (Address
 of principal executive offices)

 (Zip
 Code)

 Issuer's
telephone number: (720) 680-0808

 Securities
registered pursuant to Section 12(b) of the Act: None

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $.05 par value

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

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

 Note
 - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.

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 website, if any, every Interactive Data
File required to be submitted and posted 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of "large accelerated filer", "accelerated filer" and" smaller reporting company"
in Rule 12b-2 of the Exchange Act (check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 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.

 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

 The
aggregate market value of the 2,373,701 shares of voting and non-voting common equity held by non-affiliates as of June 30, 2023 was
$ 11,275,080 computed by reference to the price at which the common equity was last sold at June 30, 2023.

 The
number of shares outstanding of the registrant's common stock as of April 6, 2024 is 3,067,059.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Exhibits,
See Part IV

HEALTH, INC.

 TABLE
OF CONTENTS

 Item
 No.

 Form

 Report
 Page

 Cautionary
 Note Regarding Forward-Looking Statements

 PART
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved Staff Comments

 Item
1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

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

 Item

 [Reserved]

 Item

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

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item

 Directors, Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

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

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accounting Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Signatures

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report contains statements that plan for or anticipate the future. In this Annual Report, forward-looking statements are generally
identified by the words "anticipate," "plan," "believe," "expect," "estimate,"
and the like. These forward-looking statements include, but are not limited to, statements regarding the following:

 *

 strategic
 business relationships;

 *

 statements
 about our future business plans and strategies;

 *

 anticipated
 operating results and sources of future revenue;

 *

 our
 organization's growth;

 *

 adequacy
 of our financial resources;

 *

 development
 of markets;

 *

 competitive
 pressures;

 *

 changing
 economic conditions; and,

 *

 expectations
 regarding competition from other companies.

 *

 the
 duration and scope of the COVID-19 pandemic

 *

 the
 impact of the COVID-19 pandemic on occupancy rates and on the operations of the Company's facilities and its operators/tenants.

 *

 Actions
 governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations
 affecting our properties and our operations and the operations of our operations/tenants.

 *

 The
 effects of health and safety measures adopted by us and our operations/tenants in response to the COVID-19 pandemic.

 *

 Increased
 operational costs because of health and safety measures related to COVID-19.

 *

 The
 impact of the COVID-19 pandemic on the business and financial conditions of our operations/tenants and their ability to pay rent.

 *

 Disruptions
 to our property acquisition and disposition activities due to economic uncertainty caused by COVID-19.

 *

 General
 economic uncertainty in key markets as a result of the COVID-19 pandemic and a worsening of global economic conditions or low levels
 of economic growth.

 Although
we believe that any forward-looking statements, we make in this Annual Report are reasonable, because forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied.
For example, a few of the uncertainties that could affect the accuracy of forward-looking statements, besides the specific factors identified
above in the Risk Factors section of this Annual Report, include:

 *

 changes
 in general economic and business conditions affecting the healthcare industry;

 *

 developments
 that make our facilities less competitive;

 *

 changes
 in our business strategies;

 *

 the
 level of demand for our facilities; and

 *

 regulatory
 changes affecting the healthcare industry and third-party payor practices.

 PART
I

 ITEM
 1.

 BUSINESS

 Background

 Selectis
Health, Inc. ("Selectis" or "we" or the "Company") owns and operates, through wholly-owned subsidiaries,
Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions
of the US. In 2019 the Company shifted from leasing long-term care facilities to third-party, independent operators towards a model where
a wholly owned subsidiary would operate but is owned by another wholly owned subsidiary.

 Prior
to the Company changing its name to Selectis Health, Inc., the Company was known as Global Healthcare REIT, Inc. from September 30, 2013,
to May 2021. Prior to this, the Company was known as Global Casinos, Inc. Global Casinos, Inc. operated two gaming casinos which were
split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West
Paces Ferry Healthcare REIT, Inc. ("WPF"). WPF was merged into the Company in 2019.

 In
May 2021, the Company successfully rebranded to Selectis Health, Inc., from Global Healthcare REIT, Inc. to better align with the current
and future business model, which is to own and operate its facilities.

 We
acquire, develop, lease, manage, and dispose of healthcare real estate, provide financing to healthcare providers, and provide healthcare
operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following healthcare segments: (i)
senior housing (including independent and assisted living) and (ii) post-acute/skilled nursing. We make investments within our healthcare
segments using the following six strategies: (i) direct ownership of properties, (ii) debt investments, (iii) developments and redevelopments,
(iv) investment management, (v) the Housing and Economic Recovery Act of 2008 ("RIDEA"), which represents investments in
senior housing operations utilizing the structure permitted by RIDEA and (vi) owning healthcare operations.

 Healthcare
Industry

 Healthcare
is the single largest industry in the U.S. based on Gross Domestic Product ("GDP"). According to the National Health Expenditures
report by the Centers for Medicare and Medicaid Services ("CMS"): (i) national health expenditures are expected to grow 1.2
percentage points faster than GDP per year over the 2016 – 2025 period; (ii) the average compounded annual growth rate for national
health expenditures, over the projection period of 2016 through 2027, is anticipated to be 5.6%; and (iii) health spending is projected
to represent 19.9% of US GDP by 2025, up from 17.8% in 2015.

 Senior
citizens are the largest consumers of healthcare services. According to CMS, on a per capita basis, the 85-year and older segment of
the population spends 92% more on healthcare than the 65 to 84-year-old segment and over 329% more than the population average.

 In
the future, the Company intends to continue to search for operations that will enhance our portfolio of healthcare centers.

 Real
Estate Industry

 The
delivery of healthcare services requires real estate and, as a result, tenants and operators depend on real estate, in part, to maintain
and grow their businesses.

 The
Company owns 13 healthcare facilities. Initially, the Company simply owned the physical property and real estate and leased or subleased
the facility to third-party operators. In 2019, the Company intentionally decided to begin moving towards operations through newly created
independent operating subsidiaries. In the future, the Company intends to own and operate all future facilities. As of December 31, 2023,
the Company, through wholly-owned subsidiaries, operates nine healthcare facilities.

 Business
Strategy

 As
an organization, our primary goal is to increase shareholder value through profitable growth and professional healthcare. Our investment
strategy to achieve this goal is based on four principles: (i) quality healthcare for our residents, (ii) opportunistic investing, (iii)
portfolio diversification and (iv) conservative financing.

 Quality
Healthcare for our Residents

 Our
healthcare operations continue to bolster our revenue. Over the last two years, our operational footprint has grown from one facility
to nine. The mix of our revenues, from leasing facilities to our owner operator model has shifted drastically from rents to healthcare
as well. To ensure this continues our operational teams and staff at our facilities are dedicated to maintaining the highest of standards
and quality care metrics in line with, but not limited to, the CDC, ADA, CMS, and all state and local guidelines.

 Opportunistic
Investing

 We
will make investment decisions that are expected to drive profitable growth and create shareholder value. We will perform in depth due
diligence and quantitative and qualitative analyses to ensure that we position ourselves to create and take advantage of situations to
meet our goals and investment criteria that will continue to add to the Company's strategic and financial value.

 Portfolio
Diversification

 We
believe in maintaining a portfolio of healthcare investments diversified by segment, geography, operator, tenant, and investment product.
Diversification reduces the likelihood that a single event would materially harm our business and allows us to take advantage of opportunities
in different markets based on individual market dynamics. While pursuing this strategy of diversification, we will monitor, but will
not limit, our investments based on the percentage of our total assets that may be invested in any one property type, investment product,
geographic location, the number of properties which we may lease to a single operator or tenant, or mortgage loans we may make to a single
borrower. With investments in multiple segments and investment products, we can focus on opportunities with the most attractive risk/reward
profile for the portfolio. We may structure transactions as master leases, require operator or tenant insurance and indemnifications,
obtain credit enhancements in the form of guarantees, letters of credit or security deposits, and take other measures to mitigate risk.

 Financing

 We
will strive to manage our debt-to-equity levels and maintain multiple sources of liquidity, access to capital markets and secured debt
lenders, relationships with current and prospective institutional joint venture partners, and our ability to divest of assets. Our debt
obligations will be primarily fixed rate with staggered maturities, which reduces the impact of rising interest rates on our operations.

 We
plan to finance our investments based on our evaluation of available sources of funding. For short-term purposes, we may arrange for
short-term borrowings from banks or other sources. We may also arrange for longer-term financing through offerings of equity and debt
securities, placement of mortgage debt and capital from other institutional lenders and equity investors.

 Competition

 Investing
in real estate serving the healthcare industry is highly competitive. We will face competition from REITs, investment companies, private
equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers, and other institutional investors, some
of whom may have greater resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify
and successfully capitalize on opportunities that meet our objectives. Our ability to compete may also be impacted by national and local
economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing
laws and regulations, new legislation, and population trends.

 Income
from our facilities is dependent on the ability of our operations and tenants to compete with other healthcare companies on a number
of different levels, including: the quality of care provided, reputation, the physical appearance of a facility, price and range of services
offered, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location, the
size and demographics of the population in surrounding areas, and the financial condition of our tenants and operators. Private, federal,
and state payment programs as well as the effect of laws and regulations may also have a significant influence on the profitability of
our tenants and operators.

 Healthcare
Segments

 Post-acute/skilled
nursing. Skilled Nursing Facilities ("SNF") offer restorative, rehabilitative and custodial nursing care for people not
requiring the more extensive and sophisticated treatment available at hospitals. Ancillary revenues and revenues from sub-acute care
services are derived from providing services to residents beyond room and board and include occupational, physical, speech, respiratory
and intravenous therapy, wound care, oncology treatment, brain injury care and orthopedic therapy as well as sales of pharmaceutical
products and other services. Certain SNFs provide some of the foregoing services on an out-patient basis.

 Post-acute/skilled
nursing services provided by our operations and tenants in these facilities will be primarily paid for either by private sources or through
the Medicare and Medicaid programs.

 Independent
Living Facilities ("ILFs"). ILFs are designed to meet the needs of seniors who choose to live in an environment surrounded
by their peers with services such as housekeeping, meals and activities. These residents generally do not need assistance with activities
of daily living ("ADL"), such as bathing, eating, and dressing. However, residents have the option to contract for these
services.

 Senior
Housing. Senior housing facilities include assisted living facilities ("ALFs"), independent living facilities ("ILFs")
and continuing care retirement communities ("CCRCs"), which cater to different segments of the elderly population based upon
their needs. Services provided by our operations or tenants in these facilities are primarily paid for by the residents directly or through
private insurance and are less reliant on government reimbursement programs such as Medicaid and Medicare. Senior housing property types
are further described below.

 Assisted
Living Facilities. ALFs are licensed care facilities that provide personal care services, support, and housing for those who need
help with activities of daily living yet require limited medical care. The programs and services may include transportation, social activities,
exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room
setting and other activities sought by residents. These facilities are often in apartment-like buildings with private residences ranging
from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents with Alzheimer's
disease or other forms of dementia. Levels of personal assistance are based in part on local regulations.

 Continuing
Care Retirement Communities ("CCRCs"). CCRCs provide housing and health-related services under long-term contracts. This
alternative is appealing to residents as it eliminates the need for relocating when health and medical needs change, thus allowing residents
to "age in place." Some CCRCs require a substantial entry or buy-in fee and most also charge monthly maintenance fees in
exchange for a living unit, meals, and some health services. CCRCs typically require the individual to be in relatively good health and
independent upon entry.

 Investments

 Direct
Ownership. We plan to primarily generate revenue by purchasing properties and operating the facilities internally. Most of our revenue
will be received from government agencies, hospice companies, managed care contracts and private pay receipts that will provide for a
substantial recovery of operating expenses including but not limited to staffing, supplies, bed taxes, real estate taxes, repairs and
maintenance, utilities, and insurance. For existing properties with leases in place, our rents will be received from leases under triple
net leases.

 Operating
Properties. We may enter contracts with healthcare operators to manage communities that are placed in a structure permitted by the
Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA"). Additionally, as an owner operator, our local
teams work to create alignment with our internal health care providers to scale operating efficiencies, and/or ancillary services to
drive profitable growth.

 Our
ability to grow income from our properties depends, in part, on our ability to (i) increase revenue and other earned income by increasing
occupancy levels and improving rates, (ii) manage bad debt and (iii) control operating expenses. For properties under lease, most of
our leases will include contractual annual base rent escalation clauses that are either predetermined fixed increases and/or are a function
of an inflation index.

 Debt
Investments. Our mezzanine loans will generally be secured by a pledge of ownership interests of an entity or entities, which directly
or indirectly own properties, and are subordinate to more senior debt, including mortgages and more senior mezzanine loans. Our interest
in mortgages and construction financing will typically be issued by federal, state, and/or local banks and will generally be secured
by healthcare real estate.

 Developments
and Redevelopments. We will generally commit to development projects that are at least 50% pre-leased or when we believe that market
conditions will support speculative construction. We will work closely with our local real estate service providers, including brokerage,
property management, project management and construction management companies to assist us in evaluating development proposals and completing
developments. Our development and redevelopment investments will likely be in the life science and medical office segments. Redevelopments
are properties that require significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to achieve
property stabilization or to change the primary use of the properties.

 Recent
Financings

 2021
Senior Secured Note Extension

 On
January 17, 2020, the Board of Directors agreed to increase the total offering amount and extend the period of its 2018 Offering of 11%
Senior Secured Notes. The total amount of the Offering was increased to $2,500,000. Effective February 5, 2020 and March 3, 2020, the
Company completed the sale of $60,000 and $100,000, respectively, of Units in the Offering. The sale of $100,000 Units on March 3, 2020
was to a related party. Effective October 31, 2020 the Company completed the exchange of $150,000 of Units in the Offering for matured
Senior Unsecured Notes. No fees or commissions were paid on the sale of the Units. The proceeds were used for general working capital.

 In
July 2023, the Company renegotiated the Senior Secured Notes, originally issued in 2018. The new terms were for 11% annual interest through
December 31, 2024. The warrants issued and associated with these notes were extended through the same date. All other terms remain the
same.

 Exchange
of Senior Notes for Common Stock

 In
the fourth quarter of 2021 and first quarter of 2022, the Company completed the exchange of an aggregate of $795,000 in principal amount
of Senior Secured Notes for 159,000 shares of Common Stock valued at $5.00 per share.

 COVID-19
Regulation

 We
have been and may continue to be subject to federal and state laws, regulations and executive orders relating to healthcare providers'
response to the COVID-19 pandemic. While many of the regulatory requirements were temporary and expired with the end of the public health
emergency in May 2023, these requirements generally may include mandatory requirements for vaccination of staff, testing of residents
and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions
on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or
limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff,
and regulatory bodies related to positive COVID-19 cases. Enhanced or additional penalties may apply for violation of such requirements.

 Government
Regulations, Licensing and Enforcement

 Overview

 Our
operations, and tenants will typically be subject to extensive and complex federal, state and local healthcare laws and regulations relating
to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of
healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressure
in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations
are wide-ranging and can subject our tenants and our operations to civil, criminal, and administrative sanctions. Affected tenants and
operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack
of guidance in many areas as certain of our healthcare properties will be subject to oversight from several government agencies and the
laws may vary from one jurisdiction to another. Changes in laws and regulations and reimbursement enforcement activity and regulatory
non-compliance by our tenants and operations can all have a significant effect on the financial condition of the property, which in turn
may adversely impact us.

 We
will seek to mitigate the risk to us resulting from the significant healthcare regulatory risks faced by our operations and tenants by
diversifying our portfolio among property types and geographical areas, diversifying our tenant and operations base to limit our exposure
to any single entity, and seeking tenants and operations that are not largely dependent on Medicaid reimbursement for their revenues.
In addition, we ensure in each instance that our operations have obtained all necessary licenses and permits before beginning operations
and require that those operators covenant that they will comply with all applicable laws and regulations in connection with the facility
operations.

 The
following is a discussion of certain laws and regulations generally applicable to our operations and tenants.

 Fraud
and Abuse Enforcement

 There
are various extremely complex federal and state laws and regulations governing healthcare providers' relationships and arrangements
and prohibiting fraudulent and abusive practices by such providers. These laws include (i) federal and state false claims acts, which,
among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid
or other federal or state healthcare programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare
and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare
items or services, (iii) federal and state physician self-referral laws (commonly referred to as the "Stark Law"), which
generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship,
(iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent
claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the
Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information.
Violations of healthcare fraud and abuse laws carry civil, criminal, and administrative sanctions, including punitive sanctions, monetary
penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal
or state healthcare programs. These laws are enforced by a variety of federal, state, and local agencies and can also be enforced by
private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or
"whistleblower" actions. Many of our operations and tenants are subject to these laws, and some of them may in the future
become the subject of governmental enforcement actions if they fail to comply with applicable laws.

 Healthcare
Licensure and Certificate of Need

 Certain
healthcare facilities in our portfolio will be subject to extensive federal, state, and local licensure, certification and inspection
laws and regulations. In addition, various licenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive
materials, and operate equipment. Many states require certain healthcare providers to obtain a certificate of need, which requires prior
approval for the construction, expansion, and closure of certain healthcare facilities. The approval process related to state certificate
of need laws may impact some of our tenants' and our ability to expand or operative effectively.

 Americans
with Disabilities Act (the "ADA")

 Our
properties must comply with the ADA and any similar state or local laws to the extent that such properties are "public accommodations"
as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas
of our properties where such removal is readily achievable. To date, we have not received any notices of noncompliance with the ADA that
have caused us to incur substantial capital expenditures to address ADA concerns. Should barriers to access by persons with disabilities
be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make
facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants.
The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties
and make modifications as appropriate in this respect.

 Environmental
Matters

 A
wide variety of federal, state, and local environmental and occupational health and safety laws and regulations affect healthcare facility
operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict
liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal,
state, and local environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable
for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as
well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons
and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner's or
secured lender's liability therefore could exceed or impair the value of the property, and/or the assets of the owner or secured
lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely
affect the owner's ability to sell or rent such property or to borrow using such property as collateral which, in turn, could reduce
our revenues.

 Taxation

 Federal
Income Tax Considerations

 The
following summary of the taxation of the Company and the material federal tax consequences to the holders of our debt and equity securities
is for general information only and is not tax advice. This summary does not address all aspects of taxation that may be relevant to
certain types of holders of stock or securities (including, but not limited to, insurance companies, tax-exempt entities, financial institutions
or broker-dealers, persons holding shares of common stock as part of a hedging, integrated conversion, or constructive sale transaction
or a straddle, traders in securities that use a mark-to-market method of accounting for their securities, investors in pass-through entities
and foreign corporations and persons who are not citizens or residents of the United States).

 This
summary does not discuss all the aspects of U.S. federal income taxation that may be relevant to you considering your particular investment
or other circumstances. In addition, this summary does not discuss any state or local income taxation or foreign income taxation or other
tax consequences. This summary is based on current U.S. federal income tax law. Subsequent developments in U.S. federal income tax law,
including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal
income tax consequences of purchasing, owning, and disposing of our securities as set forth in this summary. Before you purchase our
securities, you should consult your own tax advisor regarding the U.S. federal, state, local, foreign, and other tax consequences of
acquiring, owning, and selling our securities.

 On
March 30, 2010, the President signed into law the Health Care and Education Reconciliation Act of 2010, which requires U.S. stockholders
who meet certain requirements and are individuals, estates, or certain trusts to pay an additional 3.8% tax on, among other things, dividends
on and capital gains from the sale or other disposition of stock for taxable years beginning after December 31, 2012. U.S. stockholders
should consult their tax advisors regarding the effect, if any, of this legislation on their ownership and disposition of shares of our
stock.

 Health
Care Regulatory Climate

 Government
Regulation and Reimbursement

 The
healthcare industry is heavily regulated. Our operations are subject to extensive and complex federal, state and local healthcare laws
and regulations. These laws and regulations are subject to frequent and substantial changes resulting from the adoption of new legislation,
rules and regulations, and administrative and judicial interpretations of existing law. The ultimate timing or effect of these changes,
which may be applied retroactively, cannot be predicted. Changes in laws and regulations impacting our operations, in addition to regulatory
non-compliance by our operations, can have a significant effect on the operations and financial condition of our operations, which in
turn may adversely impact us. There is the potential that we may be subject directly to healthcare laws and regulations because of the
broad nature of some of these regulations, such as the Anti-kickback Statute and False Claims Act, among others.

 The
U.S. Department of Health and Human Services ("HHS") declared a public health emergency on January 31, 2020 following the
World Health Organization's decision to declare COVID-19 a public health emergency of international concern. This declaration,
which has been extended through April 14, 2022, allows HHS to provide temporary regulatory waivers and new reimbursement rules designed
to equip providers with flexibility to respond to the COVID-19 pandemic by suspending various Medicare patient coverage criteria and
documentation and care requirements, including, for example, suspension of the three-day prior hospital stay coverage requirement and
expanding the list of approved services which may be provided via telehealth. These regulatory actions have contributed, and may continue
to contribute, to a change in census volumes and skilled nursing mix that may not otherwise have occurred. It remains uncertain when
federal and state regulators will resume enforcement of those regulations which are waived or otherwise not being enforced during the
public health emergency due to the exercise of enforcement discretion.

 These
temporary changes to regulations and reimbursement, as well as emergency legislation, including the CARES Act enacted on March 27, 2020
and discussed below, continue to have a significant impact on our operations and financial condition. The extent of the COVID-19 pandemic's
effect on the Company's operational and financial performance will depend on future developments, including the sufficiency and
timeliness of additional governmental relief, the duration, spread and intensity of the outbreak, the impact of genetic mutations of
the virus into new variants, the impact of vaccine distributions and booster doses on our operations and their populations, the impact
of vaccine mandates on staffing shortages at our operations, as well as the difference in how the pandemic may impact SNFs in contrast
to ALFs, all of which developments and impacts are uncertain and difficult to predict. Due to these uncertainties, we are not able at
this time to estimate the effect of these factors on our business; however, the adverse impact on our business, results of operations,
financial condition and cash flows could be material.

 A
significant portion of our revenue is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid.
As federal and state governments continue to focus on healthcare reform initiatives, efforts to reduce costs by government payors will
likely continue. Significant limits on the scope of services reimbursed and/or reductions of reimbursement rates could therefore have
a material adverse effect on our results of operations and financial condition. Additionally, new and evolving payor and provider programs
that are tied to quality and efficiency could adversely impact our liquidity, financial condition or results of operations, and there
can be no assurance that payments under any of these government healthcare programs are currently, or will be in the future, sufficient
to fully reimburse us for our operating and capital expenses. In addition to quality and value based reimbursement reforms, the U.S.
Centers for Medicare and Medicaid Services ("CMS") has implemented a number of initiatives focused on the reporting of certain
facility specific quality of care indicators that could affect our operations, including publicly released quality ratings for all of
the nursing homes that participate in Medicare or Medicaid under the CMS "Five Star Quality Rating System." Facility rankings,
ranging from five stars ("much above average") to one star ("much below average") are updated on a monthly basis.
SNFs are required to provide information for the CMS Nursing Home Compare website regarding staffing and quality measures. These rating
changes have impacted referrals to SNFs, and it is possible that changes to this system or other ranking systems could lead to future
reimbursement policies that reward or penalize facilities on the basis of the reported quality of care parameters.

 The
following is a discussion of certain U.S. laws and regulations generally applicable to our operations.

 Reimbursement
Changes Related to COVID-19:

 U.S.
Federal Stimulus Funds and Financial Assistance for Healthcare Providers. In response to the pandemic, Congress has enacted a series
of economic stimulus and relief measures. On March 18, 2020, the Families First Coronavirus Response Act ("FFCRA") was enacted
in the U.S., providing a temporary 6.2% increase to each qualifying state and territory's Medicaid Federal Medical Assistance Percentage
("FMAP") effective January 1, 2020. The temporary FMAP increase was set to extend through the last day of the calendar quarter
in which the public health emergency terminates. In exchange for receiving the enhanced federal funding, the FFCRA included a requirement
that Medicaid programs keep beneficiaries enrolled through the end of the month in which the public health emergency terminates. However,
as part of the Consolidated Appropriations Act of 2023 signed into law on December 29, 2022, Congress decoupled the Medicaid continuous
enrollment from the public health emergency and terminates this provision effective March 31, 2023. Additionally, starting April 1, 2023,
states that comply with federal rules regarding conducting renewals may begin the phase-down of the enhanced federal funding according
to the following schedule: 6.2 percentage points through March 2023; 5 percentage points through June 2023; 2.5 percentage points through
September 2023 and 1.5 percentage points through December 2023. States cannot restrict eligibility standards, methodologies, and procedures
and states cannot increase premiums as required in FFCRA. Primarily due to the continuous enrollment provision, Medicaid enrollment has
grown substantially compared to before the pandemic and the uninsured rate has dropped. The extent to which this increase in Medicaid
enrollment is sustained following the discontinuation of the continuous enrollment provision is uncertain.

 In
further response to the pandemic, the CARES Act authorized approximately $178 billion to be distributed through the Provider Relief Fund
to reimburse eligible healthcare providers for healthcare related expenses or lost revenues that were attributable to coronavirus. Funds
have been allocated since 2020 in targeted and general distributions, the latter over four phases. In September 2021, HHS announced the
release of $25.5 billion in phase four provider funding, including $17 billion of the $178 billion previously authorized through the
CARES Act and $8.5 billion for rural providers, including those with Medicaid and Medicare patients, through the American Rescue Plan
Act, with payments that began in December 2021. The Provider Relief Fund is administered under the broad authority and discretion of
HHS and recipients are not required to repay distributions received to the extent they are used in compliance with applicable requirements.
HHS continues to evaluate and provide allocations of, and issue regulation and guidance regarding, grants made under the CARES Act. We
do not expect our operators will receive additional funding from HHS.

 The
CARES Act and related legislation also made other forms of financial assistance available to healthcare providers, which have the potential
to impact our operators to varying degrees. This assistance includes Medicare and Medicaid payment adjustments and an expansion of the
Medicare Accelerated and Advance Payment Program, which made available accelerated payments of Medicare funds in order to increase cash
flow to providers. These payments are loans that providers were scheduled to repay beginning one year from the issuance date of each
provider's or supplier's accelerated or advance payment, with repayment made through automatic recoupment of 25% of Medicare
payments otherwise owed to the provider or supplier for eleven months, followed by an increase to 50% for another six months, after which
any outstanding balance would be repaid subject to an interest rate of 4%. We believe these repayments commenced for many of our operators
in April 2021 and have adversely impacted operating cash flows of these operators. While not limited to healthcare providers, the CARES
Act additionally provided payroll tax relief for employers, allowing them to defer payment of employer Social Security taxes that are
otherwise owed for wage payments made after March 27, 2020 through December 31, 2020 to December 31, 2021 with respect to 50% of the
payroll taxes owed, with the remaining 50% deferred until December 31, 2022.

 The
Budget Control Act of 2011 established a Medicare Sequestration of 2%, which is an automatic reduction of certain federal spending as
a budget enforcement tool. Originally, the sequester was supposed to be in effect from FY 2013 to FY 2021. However, most recently, the
Infrastructure Investment and Jobs Act extended the sequester through FY 2031. Additional legislation, including the CARES Act and the
Protecting Medicare and American Farmers Act, suspended the application of the sequester to Medicare from May 1, 2020 through March 30,
2022. It also limited Medicare reductions to 1% from April 1, 2022 through June 30, 2022. The full 2% Medicare sequestration went into
effect as of July 1, 2022. The sequestration is currently extended through fiscal year 2031, and gradually increases to 4% from 2030
through 2031.

 Quality
of Care Initiatives and Additional Requirements Related to COVID-19. In addition to COVID-19 reimbursement changes, several regulatory
initiatives announced from 2020 to 2022 focused on addressing quality of care in long-term care facilities, including those related to
COVID-19 testing and infection control protocols, vaccine protocols, staffing levels, reporting requirements, and visitation policies,
as well as increased inspection of nursing homes. In August 2021, CMS announced it was developing an emergency regulation requiring staff
vaccinations within the nation's more than 15,000 Medicare and Medicaid-participating nursing homes, and in September 2021, CMS
further announced that the scope of the regulation would be expanded to include workers in hospitals, dialysis facilities, ambulatory
surgical settings, and home health agencies. In addition, recent updates to the Nursing Home Care website and the Five Star Quality Rating
System include revisions to the inspection process, adjustment of staffing rating thresholds, the implementation of new quality measures
and the inclusion of a staff turnover percentage (over a 12-month period). Although the American Rescue Plan Act did not allocate specific
funds directly to SNF or ALF providers, certain funds were allocated to states who then distributed a portion of these funds to SNF and
ALF providers. In addition, the American Rescue Plan Act allocated funds to quality improvement organizations to provide infection control
and vaccination uptake support to SNFs and to the CDC for staffing, training and deployment of state-based nursing home and long-term
care "strike teams" to assist facilities with known or suspected COVID-19 outbreaks. Additionally, the Biden Administration
announced a focus on implementing minimum staffing requirements and increased inspections as part of the nursing home reforms announced
in the 2022 State of the Union Address, and in July 2022, CMS announced it was evaluating a proposed federal staffing mandate for SNFs.
It is uncertain whether such a mandate will be implemented and, if it is, whether it will be accompanied by additional funding to offset
any increased staffing requirements for our operators; an unfunded mandate to increase staff in SNFs may have a material and adverse
impact on the financial condition of our operators.

 On
June 16, 2020, the U.S. House of Representatives Select Subcommittee on the Coronavirus Crisis announced the launch of an investigation
into the COVID-19 response of nursing homes and the use of federal funds by nursing homes during the pandemic. The Select Subcommittee
continued to be active throughout the remainder of 2020, 2021 and 2022. In March 2021, the Oversight Subcommittee of the House Ways and
Means Committee held a hearing on examining the impact of private equity in the U.S. healthcare system, including the impact on quality
of care provided within the skilled nursing industry. The Biden Administration additionally announced in March 2022 a focus on reviewing
private equity investment specifically in the skilled nursing sector. These initiatives, as well as additional calls for government review
of the role of private equity in the U.S. healthcare industry, could result in additional requirements on our operators.

 Reimbursement
Generally:

 Medicaid.
 Most of our SNF operators derive a substantial portion of their revenue from state Medicaid programs. Whether and to what extent
the level of Medicaid reimbursement covers the actual cost to care for a Medicaid eligible resident varies by state. While periodic rate
setting occurs and, in most cases, has an inflationary component, the state rate setting process not always keep pace with inflation
or, even if it does, there is a risk that is may still not be sufficient to cover all or a substantial portion of the cost to care for
Medicaid eligible residents. Additionally, rate setting is also subject to changes based on state budgetary constraints and political
factors, both of which could result in decreased or insufficient reimbursement to the industry even in an environment where costs are
rising. Since our operators' profit margins on Medicaid patients are generally relatively low, more than modest reductions in Medicaid
reimbursement or an increase in the percentage of Medicaid patients has in the past, and may in the future, adversely affect our operators'
results of operations and financial condition, which in turn could adversely impact us.

 The
CARES Act and American Rescue Plan Act contained several provisions designed to increase coverage, expand benefits, and adjust federal
financing for state Medicaid programs. While the CARES Act provided for a 6.2% FMAP add-on to the Medicaid program during the PHE, only
certain states passed any of that specifically on to SNF operators either via an enhanced rate or lump sum payments. Additionally, the
American Rescue Plan Act provided for a 10% FMAP add-on for state home and community-based service expenditures from April 1, 2021 through
March 30, 2022 in an effort to assist seniors and people with disabilities to receive services safely in the community rather than in
nursing homes and other congregate care settings. Both of these programs came with conditions that states had to meet to eligible for
the FMAP add-on. There may be future initiatives proposed to allocate funding available for reimbursement away from SNFs in favor of
home health agencies and community-based care.

 The
risks of insufficient Medicaid reimbursement rates along with possible initiatives to push residents historically cared for in SNFs to
alternative settings may impact us more acutely in states where we have a larger presence. We continue to monitor rate adjustment activity
in other states in which we have a meaningful presence, and it is too early to assess whether rates will generally keep pace with increased
operator costs.

 Medicare.
 On July 29, 2022, CMS issued a final rule regarding the government fiscal year 2023 Medicare payment rates and quality payment programs
for SNFs, with aggregate Medicare Part A payments projected to increase by $904 million, or 2.7%, for fiscal year 2023 compared to fiscal
year 2022. This estimated reimbursement increase is attributable to a 3.9% market basket increase factor plus a 1.5 percentage point
market basket forecast error adjustment and less a 0.3 percentage point productivity adjustment, as well as a $780 million decrease in
the SNF prospective payment system rates as a result of the recalibrated parity adjustment described below, which is being phased in
over two years. The annual update is reduced by two percentage points for SNFs that fail to submit required quality data to CMS under
the SNF Quality Reporting Program. CMS has indicated that these impact figures did not incorporate the SNF Value-Based Program reductions
that are estimated to be $186 million in fiscal year 2023. While Medicare reimbursement rate setting, which takes effect annually each
October, has historically included forecasted inflationary adjustments, the degree to which those forecasts accurately reflect current
inflation rates remains uncertain. Additionally, it remains uncertain whether these adjustments will ultimately be offset by non-inflationary
factors, including any adjustments related to the impact of various payment models, such as those described below.

 Payments
to providers continue to be increasingly tied to quality and efficiency. The Patient Driven Payment Model ("PDPM"), which
was designed by CMS to improve the incentives to treat the needs of the whole patient, became effective October 1, 2019. CMS has stated
that it intended PDPM to be revenue-neutral to operators, with future Medicare reimbursement reductions possible if that was not the
case. In April 2022, CMS issued a proposal for comment, which included an adjustment to obtain that revenue neutrality as early as the
2023 rate setting period. After considering the feedback received in the rulemaking cycle, CMS finalized recalibration of the PDPM parity
adjustment factor of 4.6% with a two-year phase-in period that would reduce SNF spending by 2.3%, or approximately $780 million, in each
of fiscal years 2023 and 2024. Prior to COVID-19, we believed that certain of our operators could realize efficiencies and cost savings
from increased concurrent and group therapy under PDPM and some had reported early positive results. Given the ongoing impacts of COVID-19,
many operators are and may continue to be restricted from pursuing concurrent and group therapy and unable to realize these benefits.
Additionally, our operators continue to adapt to the reimbursement changes and other payment reforms resulting from the value-based purchasing
programs applicable to SNFs under the 2014 Protecting Access to Medicare Act. These reimbursement changes have had and may, together
with any further reimbursement changes to PDPM or value-based purchasing models, in the future have an adverse effect on the operations
and financial condition of some operators and could adversely impact the ability of operators to meet their obligations to us.

 On
May 27, 2020, CMS added physical therapy, occupational therapy and speech-language pathology to the list of approved telehealth Providers
for the Medicare Part B programs provided by a SNF as a part of the COVID-19 1135 waiver provisions. The COVID-19 1135 waiver provisions
also allow for the facility to bill an originating site fee to CMS for telehealth services provided to Medicare Part B beneficiary residents
of the facility when the services are provided by a physician from an alternate location, effective March 6, 2020 through May 11, 2023,
the scheduled end of the public health emergency.

 Other
Regulation:

 Office
of the Inspector General Activities. The Office of Inspector General ("OIG") of HHS has provided long-standing guidance
for SNFs regarding compliance with federal fraud and abuse laws. More recently, the OIG has conducted increased oversight activities
and issued additional guidance regarding its findings related to identified problems with the quality of care and the reporting and investigation
of potential abuse or neglect at group homes, nursing homes and SNFs. The OIG has additionally reviewed the staffing levels reported
by SNFs as part of its August 2018 and February 2019 Work Plan updates and included a review of involuntary transfers and discharges
from nursing homes in the June 2019 Work Plan updates. In August 2020, the OIG released its findings regarding its review of staffing
levels in SNFs from 2018. The OIG recommended that CMS enhance efforts to ensure nursing homes meet daily staffing requirements and explore
ways to provide consumers with additional information on nursing homes' daily staffing levels and variability. The OIG indicated
that while the review was initiated before the COVID-19 pandemic emerged, the pandemic reinforces the importance of sufficient staffing
for nursing homes, as inadequate staffing can make it more difficult for nursing homes to respond to infectious disease outbreaks like
COVID-19. It is unknown what impact, if any, enhanced scrutiny of staffing levels by OIG and CMS will have on our operators.

 Department
of Justice and Other Enforcement Actions. SNFs are under intense scrutiny for ensuring the quality of care being rendered to residents
and appropriate billing practices conducted by the facility. The Department of Justice ("DOJ") has historically used the
False Claims Act to civilly pursue nursing homes that bill the federal government for services not rendered or care that is grossly substandard.
For example, California prosecutors announced in March 2021 an investigation into a skilled nursing provider that is affiliated with
one of our operators, alleging the chain manipulated the submission of staffing level data in order to improve its Five Star rating.
In 2020, the DOJ launched a National Nursing Home Initiative to coordinate and enhance civil and criminal enforcement actions against
nursing homes with grossly substandard deficiencies. Such enforcement activities are unpredictable and may develop over lengthy periods
of time. An adverse resolution of any of these enforcement activities or investigations incurred by our operators may involve injunctive
relief and/or substantial monetary penalties, either or both of which could have a material adverse effect on their reputation, business,
results of operations and cash flows.

 Medicare
and Medicaid Program Audits. Governmental agencies and their agents, such as the Medicare Administrative Contractors, fiscal intermediaries
and carriers, as well as the OIG, CMS and state Medicaid programs, conduct audits of our operators' billing practices from time
to time. CMS contracts with Recovery Audit Contractors on a contingency basis to conduct post-payment reviews to detect and correct improper
payments in the fee-for-service Medicare program, to managed Medicare plans and in the Medicaid program. Regional Recovery Audit Contractor
program auditors along with the OIG and DOJ are expected to continue their efforts to evaluate SNF Medicare claims for any excessive
therapy charges. CMS also employs Medicaid Integrity Contractors to perform post-payment audits of Medicaid claims and identify overpayments.
In addition, the state Medicaid agencies and other contractors have increased their review activities. To the extent any of our operators
are found out of compliance with any of these laws, regulations or programs, their financial position and results of operations can be
adversely impacted, which in turn could adversely impact us.

 Fraud
and Abuse. There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider
referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex
laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts.

 These
laws include: (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making
false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback
and fee-splitting statutes, including the Medicare and Medicaid Anti-kickback statute, which prohibit the payment or receipt of remuneration
to induce referrals or recommendations of healthcare items or services, such as services provided in a SNF; (iii) federal and state physician
self-referral laws (commonly referred to as the Stark Law), which generally prohibit referrals by physicians to entities for designated
health services (some of which are provided in SNFs) with which the physician or an immediate family member has a financial relationship;
(iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent
claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the
Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information.

 Violations
of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties,
imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state
healthcare programs. Additionally, there are criminal provisions that prohibit filing false claims or making false statements to receive
payment or certification under Medicare and Medicaid, as well as failing to refund overpayments or improper payments. Violation of the
Anti-kickback statute or Stark Law may form the basis for a federal False Claims Act violation. These laws are enforced by a variety
of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false
claims acts, which allow private litigants to bring qui tam or whistleblower actions, which have become more frequent in recent years.

 Privacy:

 We
and our operators are subject to various federal, state and local laws and regulations designed to protect the confidentiality and security
of patient health information, including the federal Health Insurance Portability and Accountability Act of 1996, as amended, the Health
Information Technology for Economic and Clinical Health Act ("HITECH"), and the corresponding regulations promulgated thereunder
(collectively referred to herein as "HIPAA"). The HITECH Act expanded the scope of these provisions by mandating individual
notification in instances of breaches of protected health information, providing enhanced penalties for HIPAA violations, and granting
enforcement authority to states' Attorneys General in addition to the HHS Office for Civil Rights ("OCR"). Additionally,
in a final rule issued in January 2013, HHS modified the standard for determining whether a breach has occurred by creating a presumption
that any non-permitted acquisition, access, use or disclosure of protected health information is a breach unless the covered entity or
business associate can demonstrate through a risk assessment that there is a low probability that the information has been compromised.

 Various
states have similar laws and regulations that govern the maintenance and safeguarding of patient records, charts and other information
generated in connection with the provision of professional medical services. These laws and regulations require our operators to expend
the requisite resources to secure protected health information, including the funding of costs associated with technology upgrades. Operators
found in violation of HIPAA or any other privacy law or regulation may face significant monetary penalties. In addition, compliance with
an operator's notification requirements in the event of a breach of unsecured protected health information could cause reputational
harm to an operator's business.

 Licensing
and Certification. Our operators and facilities are subject to various federal, state and local licensing and certification laws
and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive
standards governing operations. Governmental agencies administering these laws and regulations regularly inspect our operators'
facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from
time to time, and sanctions have been imposed from time to time on facilities operated by them. In addition, many states require certain
healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain
healthcare facilities, which has the potential to impact some of our operators' abilities to expand or change their businesses.

 Other
Laws and Regulations. Additional federal, state and local laws and regulations affect how we conduct our operations, including laws
and regulations protecting consumers against deceptive practices and otherwise generally affecting our operators' management of
their property and equipment and the conduct of their operations (including laws and regulations involving fire, health and safety; the
Americans with Disabilities Act (the "ADA"), which imposes certain requirements to make facilities accessible to persons
with disabilities, the costs for which we may be directly or indirectly responsible; the U.S. Patient Protection and Affordable Care
Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively referred to as the "Healthcare Reform
Law"), which amended requirements for staff training, discharge planning, infection prevention and control programs, and pharmacy
services, among others; staffing; quality of services, including care and food service; residents' rights, including abuse and
neglect laws; and health standards, including those set by the federal Occupational Safety and Health Administration (in the U.S.). It
is anticipated that our operators will continue to face additional federal and state regulatory requirements related to the operation
of their facilities in response to the COVID-19 pandemic. These requirements may continue to evolve and develop over lengthy periods
of time.

 General
and Professional Liability. Although arbitration agreements have been effective in limiting general and professional liabilities
for SNF and long-term care providers, there have been numerous lawsuits in recent years challenging the validity of arbitration agreements
in long-term care settings. On July 16, 2019, CMS issued a final rule lifting the prohibition on pre-dispute arbitration agreements offered
to residents at the time of admission provided that certain requirements are met. The rule prohibits providers from requiring residents
to sign binding arbitration agreements as a condition for receiving care and requires that the agreements specifically grant residents
the explicit right to rescind the agreement within thirty calendar days of signing. A number of professional liability and employment
related claims have been filed or are threatened to be filed against long-term care providers related to COVID-19. While such claims
may be subject to liability protection provisions within various state executive orders or legislation and/or federal legislation, an
adverse resolution of any of legal proceeding or investigations against our operators may involve injunctive relief and/or substantial
monetary penalties, either or both of which could have a material adverse effect on our operators' reputation, business, results
of operations and cash flows.

 Environmental,
Social and Governance ("ESG")

 We
prioritize environmental, social and governance initiatives that matter most to our business and shareholders. Our Nominating and Corporate
Governance Committee of our Board of Directors has been charged with primary oversight of our sustainability efforts.

 As
a triple-net landlord at two of our facilities, our third-party operators maintain operational control and responsibility for our real
estate on a day-to-day basis. While our ability to mandate environmental changes to their operations is limited, our tenants are contractually
bound to preserve and maintain our properties in good working order and condition. In connection with this, they are required to meet
or exceed annual expenditure thresholds on capital improvements and enhancements of our properties, which in some cases may facilitate
improvements in the environmental performance of our properties and reduces energy usage, water usage, and direct and indirect greenhouse
gas emissions. The goal is to incentivize operators to invest in sustainable capital projects that provide a favorable return on investment
while reducing the environmental footprint of these operations. Our due diligence on real estate acquisitions generally includes environmental
assessments as part of our analysis to understand the environmental condition of the property, and to determine whether the property
meets certain environmental standards. Similarly, during the due diligence process, we seek to evaluate the risk of physical, natural
disaster or extreme weather patterns on the properties we are looking to acquire and to assess their compliance with building codes,
which often results in remediations that incorporate sustainable improvements into our properties.

 We
are committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of
the communities in which our employees live and work. See also "Human Capital Management" immediately below.

 Human
Capital Management

 Our
success is based on the focused passion and dedication of our people. We believe our employees' commitment to our Company provides
better service to our tenants and stakeholders, supports an inclusive and collegial working environment and generates long-term value
for our shareholders and the communities which we serve. As of March 4, 2024 we had 574 employees including the executive officers listed
below, none of whom is subject to a collective bargaining agreement. Due to the size and nature of our business, our future performance
depends to a significant degree upon the continued contributions of our executive management team and other key employees. As such, the
ability to attract, develop and retain qualified personnel will continue to be important to the Company's long-term success.

 We
are committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of
the communities in which our employees live and work. Our full-time employees are provided a competitive benefits program, the opportunity
to participate in our employee stock purchase program, bonus and incentive pay opportunities, competitive paid time-off benefits and
paid parental leave, wellness programs, continuing education and development opportunities, and periodic engagement surveys. In addition,
we believe that giving back to our community is an extension of our mission to improve the lives of our stockholders, our employees,
and their families.

 EMPLOYEES

 As
of December 31, 2023, the Company and its subsidiaries had 574 employees. The Company also engages the services of consultants from time
to time, some of which may be provided by affiliates of the Company at no cost.

 ITEM
 1A.

 RISK
 FACTORS

 The
COVID-19 pandemic has subjected our business, operations, and financial condition to several risks, including, but not limited to, those
discussed below:

 Risks
 Related to Revenue: The revenues from our operations and from our tenants are dependent on occupancy. All facilities must maintain
 a minimum viable resident count to ensure costs do not exceed revenues. In addition to the impact of increases in mortality rates
 on occupancy of our operating facilities, the ongoing COVID-19 pandemic has prevented prospective occupants and their families from
 visiting our facilities and limited the ability of new occupants to move into our facilities due to heightened move-in criteria and
 screening. Although the ongoing impact of the pandemic on occupancy remain uncertain, occupancy of our operating and triple-net properties
 could further decrease. Such a decrease could affect the net operating income of our operating properties and the ability of our
 triple-net operators to make contractual payments to us.

 Risks
 Related to Operator and Tenant Financial Condition: In addition to the risk of decreased revenue from tenant and operator payments,
 the impact of the COVID-19 pandemic creates a heightened risk of tenant and operator, bankruptcy, or insolvency due to factors such
 as decreased occupancy, medical practice disruptions resulting from stay-at-home orders, increased health and safety and labor expenses
 or litigation resulting from developments related to the COVID-19 pandemic. Although our operating lease agreements provide us with
 the right to evict a tenant, demand immediate payment of rent and exercise other remedies, the bankruptcy and insolvency laws afford
 certain rights to a party that has filed for bankruptcy or reorganization. A tenant, operator, in bankruptcy or subject to insolvency
 proceedings may be able to limit or delay our ability to collect unpaid rent in the case of a lease. In addition, if a lease is rejected
 in a tenant bankruptcy, our claim against the tenant may be limited by applicable provisions of the bankruptcy law. We may be required
 to fund certain expenses (e.g., real estate taxes and maintenance) to preserve the value of an investment property, avoid the imposition
 of liens on a property and/or transition a property to a new tenant. In some past instances, we have terminated our lease with a
 tenant and relet the property to another tenant; however, our ability to do so may be severely limited under current conditions due
 to the industry and macroeconomic effects of the COVID-19 pandemic. If we cannot transition a leased property to a new tenant because
 of the COVID-19 pandemic or for other reasons, we may take possession of that property, which may expose us to certain successor
 liabilities. Publicity about the operator's financial condition and insolvency proceedings, particularly considering ongoing
 publicity related to the COVID-19 pandemic, may also negatively impact their and our reputations, decreasing customer demand and
 revenues. Should such events occur, our revenue and operating cash flow may be adversely affected.

 Risks
 Related to Operations: Across all of our properties, our operations and our tenants have incurred increased operational costs
 as a result of the introduction of public health measures and other regulations affecting our properties and our operations, as well
 additional health and safety measures adopted by us related to the COVID-19 pandemic, including increases in labor and property cleaning
 expenses and expenditures related to our efforts to procure PPE and supplies. Such operational costs may increase in the future based
 on the duration and severity of the pandemic or the introduction of additional public health regulations. Operators and tenants are
 also subject to risks arising from the unique pressures on seniors housing and medical practice employees during the COVID-19 pandemic.
 As a result of difficult conditions and stresses related to the COVID-19 pandemic, employee morale and productivity may suffer and
 additional pay, such as hazard pay, may not be sufficient to retain key operator and tenant employees. In addition, our operations
 may be adversely impacted if a significant number of our employees' contract COVID-19. Although we continue to undertake extensive
 efforts to ensure the safety of our properties, employees, and residents and to provide operator support in this regard, the impact
 of the COVID-19 pandemic on our facilities could result in additional operational costs and reputational and litigation risk to us.
 As a result of the COVID- 19 pandemic, operator and tenant cost of insurance is expected to increase and such insurance may not cover
 certain claims related to COVID-19. Our exposure to COVID-19 related litigation risk may be increased if the operators or tenants
 of the relevant facilities are subject to bankruptcy or insolvency. In addition, we are facing increased operational challenges and
 costs resulting from logistical challenges such as supply chain interruptions, business closures and restrictions on the movement
 of people.

 Risks
 Related to Property Acquisitions and Dispositions: As a result of uncertainty regarding the length and severity of the COVID-19
 pandemic and the impact of the pandemic on our business and related industries, our investments in and acquisitions of senior housing
 and health care properties, as well as our ability to transition or sell properties with profitable results, may be limited. We have
 a significant development portfolio and have not experienced significant delays or disruptions but may in the future. Such disruptions
 to acquisition, disposition and development activity may negatively impact our long-term competitive position.

 Risks
 Related to Liquidity: The COVID-19 pandemic and related public health measures implemented by governments worldwide has had severe
 global macroeconomic impacts and has resulted in significant financial market volatility. An extended period of volatility or a downturn
 in the financial markets could result in increased cost of capital. If our access to capital is restricted or our borrowing costs
 increase as a result of developments in financial markets relating to the pandemic, our operations and financial condition could
 be adversely impacted. In addition, a prolonged period of decreased revenue and limited acquisition and disposition activity operations
 could adversely affect our financial condition and long-term growth prospects and there can also be no assurance that we will not
 face credit rating downgrades. Future downgrades could adversely affect our cost of capital, liquidity, competitive position, and
 access to capital markets.

 The
events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or
control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash
flows, liquidity, ability to pay dividends and stock price. As the COVID-19 pandemic continues to adversely affect our operating and
financial results, it may also have the effect of heightening many of the other risks described in this Report.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Not

 ITEM
 1C.

 CYBERSECURITY

 One of the functions of our Board of Directors is informed oversight of
our risk management process, including risks from cybersecurity threats. Our Board is responsible for monitoring and assessing strategic
risk exposure, and management is responsible for the day-to-day management of any material risks that may arise. The Board receives updates
as needed from management regarding cybersecurity matters and is notified between such updates regarding any significant new cybersecurity
threats or incidents. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely
to materially affect us or our business strategy, results of operations or financial condition

 As of December 31, 2023, we have not identified an indication of a cybersecurity
incident that would have a material impact on our business and consolidated financial statements.

 Risk
Management and Strategy

 As
one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

 Governance:
 Management oversees cybersecurity risk mitigation and reports to the board of directors any
 cybersecurity incidents.

 Collaborative
 Approach: We have implemented a cross-functional approach to identifying, preventing and
 mitigating cybersecurity threats and incidents, while also implementing controls and procedures
 that provide for
 the prompt escalation of certain cybersecurity incidents so that decisions regarding the public
 disclosure and reporting of such incidents can be made by management in a timely manner.

 Technical
 Safeguards: We deploy technical safeguards that are designed to protect our information systems
 from cybersecurity threats, including firewalls, intrusion prevention and detection
 systems, anti-malware functionality
 and access controls, which are evaluated and improved through vulnerability assessments and
 cybersecurity threat intelligence.

 Third
parties also play a role in our cybersecurity. We engage third-party service providers to conduct evaluations of our security controls,
independent audits or consulting on best practices to address new challenges.

 While
we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats
from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash
flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident
that could have a material adverse effect on us.

 ITEM
 2.

 PROPERTIES

 As
of December 31, 2023, we owned thirteen (13) long-term care facilities including a campus of three buildings in Tulsa, OK. The following
table provides summary information regarding these facilities at December 31, 2023:

 Total Square Feet

 # of Beds

 State

 Properties

 Operations

 Leased
 Operations

 Operating Square Feet

 Leased
 Square

 Feet

 Operating
 Beds

 Leased
 Beds

 Arkansas

 -

 -

 40,737

 -

 Georgia

 78,197

 46,199

 Ohio

 -

 -

 27,500

 -

 -

 Oklahoma

 -

 162,976

 -

 -

 Total

 268,673

 86,936

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 The
Company and/or its affiliated subsidiaries are or were involved in the following litigation:

 Thomas
v. Edwards Redeemer Property Holdings, LLC, et.al., District Court for Oklahoma County, Oklahoma, Case No. CJ 2016-2160.

 This
action arises from a personal injury claim brought by heirs of a former resident of our Edwards Redeemer facility, filed in April 2016.
We are entitled to indemnification from the lease operator and should be covered under the lease operator's general liability policy.
As we are not the operators of the facility and believe we have indemnity coverage, we believe we have no exposure. The lease operator's
insurance carrier is providing a defense and indemnity and, as a result, we believe the likelihood of a material adverse result is remote.

 Oliphant
v. Global Eastman, LLC, et.al., State Court of Cobb County, State of Georgia, Civil Action No. 20-A-3983

 This
is a personal injury lawsuit against various defendants arising out of the death of a patient of the Eastman Healthcare & Rehab Center
(the "Facility"). At all relevant times, the Facility was owned by the Company's wholly owned subsidiary Dodge NH,
LLC and leased to Eastman Health & Rehab LLC, an affiliate of Cadence Healthcare, as lease operator. Neither the Company nor any
affiliate of the Company had any involvement in patient care at the time of the incident for which complaint was made. The Company relies
upon well-settled Georgia law that a landlord has no liability for patient care. The landlord is Dodge NH, LLC. Global Eastman, LLC was
not formed as a legal entity during the period of the incident and did not assume the past liabilities as part of the OTA with the receivership
of Eastman Healthcare & Rehab LLC which was effective July 1, 2020. Global Eastman LLC was formed on November 21, 2019. Plaintiff
has dismissed these claims with prejudice, and the Company has filed a Motion to be awarded attorney's fees and costs.

 Lawson
v. C.R.M of Warrenton, LLC d/b/a Warrenton Health and Rehab; ATL/WARR, LLC; Selectis Warrenton, LLC, et.al., Superior Court of Warren
County, State of Georgia, Civil Action No. 23CV0076.

 This
is a personal injury lawsuit filed on June 14, 2023 against various defendants arising out of the death of a patient of the Warrenton
Health and Rehab Facility located in Warren, Georgia (the "Facility"). The Facility is owned by the Company's wholly-owned
subsidiary ATL/Warr, LLC. At all relevant times, the Facility was leased and operated by a third party C.R.M. Warrenton, LLC under an
operating lease. Neither the Company nor any affiliate of the Company had any involvement in patient care at the time of the incident
for which complaint was made. The Company relies upon well-settled Georgia law that a landlord has no liability for patient care. Subsequent
to the patient care complained of the Company entered into an Operations Transfer Agreement with the lease operator and assumed operating
control of the Facility through a new subsidiary, Selectis Warrenton, LLC. The Company believes its exposure in this matter is de minimus
and has referred the litigation to its insurance company for management.

 Hines v. Global Abbeville LLC, d/b/a Glen Eagle, et al, Superior Court
of Warren County, State of Georgia, Civil Action No.2023-CV-094

 This is a personal injury lawsuit filed on September 11, 2023 against various
defendants arising from injuries several months after being admitted to the Glen Eagle facility. The complaint alleges that the facility
was negligent in the care administered to the plaintiff which resulted in the injuries, which the Company denies. The Company has referred
the litigation to its insurance company for management and believes that its exposure in this matter is de minimus.

 Hunter v. Global Abbeville LLC, d/b/a Glen Eagle, et al, State Court
of Fulton County, State of Georgia

 This is a wrongful death lawsuit filed on June 20, 2023 against various
defendants alleging negligence that led to the death of the plaintiff's mother who had been admitted to the facility. The complaint
alleges that the plaintiffs deviated from the standard of care that caused injuries that ultimately led to the death of the patient, which
the Company denies. The Company has referred the litigation to its insurance company for management and believes that its exposure in
this matter is de minimus.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not

 PART
II

 ITEM
 5.

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

 Outstanding
shares of the Company's common stock are traded over the counter and quoted on the OTC. Pink under the symbol "GBCS".
The reported high and low bid and ask prices for the common stock are shown below for the period from January 1, 2022 through December
31, 2023.

 High

 Low

 Jan – Mar 2022

 $
 7.72

 $
 6.40

 Apr – June 2022

 $
 7.32

 $
 4.50

 July – Sept 2022

 $
 6.30

 $
 4.55

 Oct – Dec 2022

 $
 6.00

 $
 1.00

 Jan – Mar 2023

 $
 5.00

 $
 2.50

 Apr – June 2023

 $
 4.75

 $
 4.40

 July – Sept 2023

 $
 5.31

 $
 1.05

 Oct – Dec 2023

 $
 5.31

 $
 3.12

 The
OTC.Pink prices are bid and ask prices which represent prices between broker-dealers and do not include retail mark-ups and mark-downs
or any commissions to the broker-dealer. The prices do not reflect prices in actual transactions. As of April 6, 2024, there were approximately
93 record owners of the Company's common stock not including stock held in street name.

 The
OTC.Pink is a quotation service that displays real-time quotes, last sale prices and volume information in over the counter (OTC) securities.
An OTC equity security generally is any equity that is not listed or traded on any national securities exchange. The OTC.Pink is not
an issuer listing service, market, or exchange. Although the OTC.Pink does not have any listing requirements, per se, to be eligible
for quotation on the OTC.Pink, issuers must remain current in their filings with the SEC or applicable regulatory authority.

 The
Company's Board of Directors may declare and pay dividends on outstanding shares of common stock out of funds legally available
therefore in its sole discretion. For the years ended December 31, 2023, and 2022, the Company paid no dividends on common stock but
did pay the 8% dividends on our outstanding shares of Series D Preferred Stock. Future dividends on our common stock will be authorized
at the discretion of our Board of Directors and will depend on our actual cash flow, financial condition, capital requirements, and other
factors as our Board of Directors may deem relevant.

 Recent
Sales of Unregistered Securities

 None,
except as previously reported on Forms 8-K.

 EQUITY
COMPENSATION PLAN INFORMATION

 In
May 2021, the Company adopted its 2021 Equity Incentive Plan and authorized an aggregate of 300,000 shares of Common Stock to be issued
pursuant to rights granted under the Plan. As of the date of this Report, no options, SAR's or other rights to acquire shares of
Common Stock under the Plan had been granted or are outstanding.

 ITEM
 6.

 [Reserved]

 Not

 ITEM
 7.

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

 RESULTS
OF OPERATIONS

 Rental
revenue for the year ended December 31, 2023, totaled $634,570, compared to $591,808 for the year ended December 31, 2022, an increase
of $42,762. The Company also had Healthcare revenue of $34,537,723 for the year ended December 31, 2023, a decrease of $2,197,960, compared
to $36,735,683 for the year ended December 31, 2022. The Company also had Healthcare Grant revenue of $1,610,754 for the year ended December
31, 2023, a decrease of $1,661,272, compared to $3,272,026 for the year ended December 31, 2022. Healthcare
revenues decreased due to a decrease in occupancy and a change in patient mix. The decrease in healthcare grant revenues is primarily
due to a one-time $973,093 quality metric achievement grant during the year ended December 31, 2022. Also, the healthcare grant revenues
received from the State of Oklahoma ceased in May 2023. As we assume operations and purchase more facilities, we anticipate increases
in revenue. As a result of this, our rental income will likely continue to decrease.

 General
and administrative expenses were $9,968,188 for the year ended December 31, 2023, compared to $7,869,645 for the year ended December
31, 2022, an increase of $2,098,543. The increase is primarily attributed to the contingent fees
incurred for the receipt of CARES Employee Retention Credits and an increase in specialized professional services.

taxes, insurance, and other operating expenses totaled $31,375,921 and $29,859,250 for the years ended December 31, 2023, and 2022, respectively,
an increase of $1,516,671. This increase is attributed to an increase in operational headcount
resulting in higher operational wages.

 In
September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument ("ASU
2016-13"). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses
("CECL") to estimate credit losses on certain types of financial instruments, including trade receivables. This may
result in the earlier recognition of allowances for losses. The Company adopted ASU 2016-13 January 1, 2023. We identified trade and
ERTC accounts receivable financial instruments that would be impacted by this adoption. Expenses related to the provision for bad
debt were $2,733,157 for the year ended December 31, 2023, and $1,364,354 for the year ended December 31, 2022, an increase of
$1,368,803. This increase is due to the additional
reserve booked for ERTC collections.

 Depreciation
and amortization expense totaled $1,666,200 for the year ended December 31, 2023, compared to $1,792,840 for the year ended December
31, 2022, a decrease of $126,640. This decrease is related to an increase in fully depreciated
assets as compared to the same period in the prior year.

 The
Company had $2,173,763 of net interest expense for the year ended December 31, 2023, and $2,231,233 of net interest expense for the year
ended December 31, 2022. This decrease is related to the refinancing mortgages during the year ended December 31, 2021.

 For
the years ended December 31, 2023 and 2022, we recorded loss on extinguishment of debt of $0 and $46,466, respectively. During 2022,
the Company recorded extinguishment of debt of $46,466 in connection with the forgiveness of the entire balance of principal and accrued
interest on the remaining PPP loan.

 For
the years ended December 31, 2023 and 2022, we recorded income from employee retention credits of $6,866,759 and $0, respectively. The
CARES Act provides an employee retention credit ("CARES Employee Retention Credit"), which is a refundable tax credit against
certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid
to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions
were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December
31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter,
and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for
the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021.

 The
Company recorded other income of $296,442 and $168,458 for the years ended December 31, 2023 and 2022, respectively. Management
is recording the principal reduction payments made by the operator for the Arkansas facility as other income. We will continue to record
this as the operator continues to satisfy the debt.

 LIQUIDITY
AND CAPITAL RESOURCES

 Through
its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of debt and equity
securities to meet cash demands generated by our acquisition activities.

 At
December 31, 2023, the Company had cash and cash equivalents of $1,484,599 and restricted cash of $820,124. Our restricted cash is to
be expended on insurance, taxes, repairs, and capital expenditures associated with Providence of Sparta Nursing Home or Warrenton Health
and Rehab. Our liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended
in connection with our various property improvement projects. Our continuing short-term liquidity requirements consisting primarily of
operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from healthcare
operations, rental revenues received, and existing cash on hand. We have successfully refinanced all mortgages that matured in the 2021
and 2022 fiscal years.

 Cash
provided by operating activities was $536,666 for the year ended December 31, 2023, compared to cash used in operating activities was
$305,148 for the year ended December 31, 2022. Healthcare revenues decreased due to a decrease
in occupancy and a change in patient mix while operating costs increased year over year.

 Cash
used in investing activities was $29,805 for the year ended December 31, 2023, compared to $222,361 for the year ended December 31, 2022.
Purchases of property and equipment decreased during the year ended December 31, 2023 compared to the prior year.

 Cash
used in financing activities was $618,114 and $1,848,992 for the years ended December 31, 2023 and 2022, respectively. During the year
ended December 31, 2023, we made payments on long-term debt of $695,566. During the year ended December 31, 2022, we made payments on
long-term debt of $1,865,458.

 In
accordance with ASU 2014-15 management believes the Company has sufficient liquidity and capital resources to maintain ongoing operations.
This is, in part due to refinancing debt to more favorable terms, the continued optimization of our operations in our current facilities
and anticipated increases in state Medicaid reimbursement rates. Based on management's projections, the Company is expected to
generate positive cash flows from its continued operations.

 The
focus on opportunities within our current portfolio and future properties to acquire and operate, the settlement, refinance, and continued
service of debt obligations, the potential funds generated from stock sales and other initiatives contributing to additional working
capital should alleviate any substantial doubt about the Company's ability to continue as a going concern as defined by ASU 2014-05.
However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively
impact our future operations.

 The
CARES Act provides an employee retention credit ("CARES Employee Retention Credit"), which is a refundable tax credit against
certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid
to employees during a quarter, capped at $10,000 of qualified wages per employee through December 31, 2020. Additional relief provisions
were passed by the United States government, which extend and slightly expand the qualified wage caps on these credits through December
31, 2021. Based on these additional provisions, the tax credit is now equal to 70% of qualified wages paid to employees during a quarter,
and the limit on qualified wages per employee has been increased to $10,000 of qualified wages per quarter. The Company qualified for
the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In February 2023, the Company
submitted filings for CARES Employee Retention Credits totaling $6,866,759. The Company has received a majority of the credits and has fully reserved for the remaining receivable due.

 As
of December 31, 2023, and 2022, our debt balances consisted of the following:

 Senior Secured Promissory Notes

 $

 $

 Senior Secured Promissory Notes - Related Parties

 Fixed-Rate Mortgage Loans

 29,570,185

 30,568,677

 Variable-Rate Mortgage Loans

 4,675,585

 4,879,462

 Other Debt, Subordinated Secured

 Other Debt, Subordinated Secured - Related Parties

 Other Debt, Subordinated Secured - Seller Financing

 15,105

 56,051

 Financed Insurance Premiums

 875,028

 235,125

 37,801,903

 38,405,315

 Unamortized Discount and Debt Issuance Costs

 (555,367
)

 (810,997
)

 $
 37,246,536

 $
 37,594,318

 As presented in the Consolidated Balance Sheets:

 Current Maturities of Long-Term Debt, Net

 $
 11,170,100

 $
 2,296,830

 Short Term Debt – Related Parties, Net

 Debt, Net

 25,176,435

 34,397,488

 The
weighted average interest rate and term of our fixed rate debt were 4.15% and 12.16 years, respectively, as of December 31, 2023.The
weighted average interest rate and term of our fixed rate debt are 3.87 % and 12.83 years, respectively, as of December 31, 2022.

Loans and Lines of Credit Secured by Real Estate

loans and other debts such as lines of credit are collateralized by all assets of each nursing home property and an assignment of its
rents. Collateral for certain mortgage loans includes the personal guarantee of Christopher Brogdon, a former but no longer related party,
or corporate guarantees. Mortgage loans for the periods presented consisted of the following:

 Total Face

 Total Principal Outstanding as of

 State

 Properties

 Arkansas (1)

 $
 5,000,000

 $
 3,739,786

 $
 3,910,767

 Georgia

 $
 17,765,992

 $
 15,457,026

 $
 16,019,874

 Ohio

 $
 3,000,000

 $
 2,563,000

 $
 2,649,400

 Oklahoma (2)(3)

 $
 13,181,325

 $
 12,485,958

 $
 12,868,098

 $
 38,947,317

 $
 34,245,770

 $
 35,448,139

 (1)

 The
 mortgage loan collateralized by this property is 80% guaranteed by the USDA and requires an annual renewal fee payable in the amount
 of 0.25% of the USDA guaranteed portion of the outstanding principal balance as of December 31 of each year. Guarantors under the
 mortgage loan include Christopher Brogdon. Mr. Brogdon has assumed operations of the facility and is making payments of principal
 and interest on the loan on our behalf in lieu of paying rent on the facility to us, until a formal lease can be put in place. During
 the year ended December 31, 2021, the Company recognized other income of $521,400 for repayments on the loan.

 (2)

 The
 Company has refinanced two of its mortgages that would have matured in June and October of 2021 amounting to $2,961,167 and $3,289,595,
 to extend their maturity dates to May 2024 for both.

 (3)

 The
 Company refinanced all three mortgages in July 2021, that would have matured in June and July of 2021 amounting to $2,065,969 and
 $750,000, $500,000, to extend their maturity dates to June 2027 for all three. Additionally, the Company has refinanced the primary
 mortgage at the Southern Hills Campus, for 35 years at 2.38%.

 Subordinated,
Corporate, and Other Debt

 Other
debt due at December 31, 2023 and 2022 includes unsecured notes payable issued to entities controlled by the Company used to facilitate
the acquisition of the nursing home properties.

 Total
 Principal

 Outstanding
 as of

 Stated

 Face Amount

 Interest
 Rate

 Maturity

 Date

 Goodwill Nursing Home

 $
 2,030,000

 $

 $

 13% Fixed

 1-Apr-24

 Goodwill Nursing Home – Related Party

 $

 13% Fixed

 30-Nov-25

 Higher Call Nursing Center

 15,105

 56,051

 8% Fixed

 1-Apr-24

 $
 2,330,000

 $
 906,105

 $
 947,051

 Our
corporate debt at December 31, 2023 and 2022 includes unsecured notes and notes secured by all assets of the Company not serving as collateral
for other notes.

 Total
 Principal

 Outstanding
 as of

 Stated

 Series

 Face Amount

 Interest
 Rate

 Maturity

 Date

 10% Senior Secured Promissory Notes

 $
 1,255,000

 $

 $

 10% Fixed

 30-Jun-24

 10% Senior Secured Promissory Notes – Related Party

 $

 10% Fixed

 31-Dec-24

 $
 2,005,000

 $
 1,775,000

 $
 1,775,000

 Contractual
Obligations

 As
of December 31, 2023, we had the following contractual debt obligations:

 Less Than

 More Than

 Total

 1 Year

 1 - 3 Years

 3 - 5 Years

 5 Years

 Notes Payable - Principal

 $
 37,801,903

 $
 12,625,442

 $
 9,727,653

 $
 1,182,524

 $
 14,266,285

 Notes Payable - Interest

 $
 9,327,104

 1,196,825

 2,393,051

 1,023,296

 4,864,162

 Total Contractual Obligations

 $
 47,129,007

 $
 13,822,267

 $
 12,120,704

 $
 2,205,820

 $
 19,130,447

 Revenues
from operations are sufficient to meet the working capital needs of the Company for the foreseeable future. Cash on hand and revenues
generated from operations are in excess of operating expenses and debt service requirements. Debt maturities are expected to be refinanced
at reasonable terms upon maturity. The Company anticipates a combination of conventional mortgage loans, at market rates, issuance of
revenue bonds and possibly additional equity injections to fund the acquisition cost of any additional properties. Except for renovations
at Retirement Center, there are no material capital improvement or recurring capital expenditure commitments at the properties.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we consider material.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 Set
forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial
statements. Certain of these accounting policies are particularly important for an understanding of the financial position and results
of operations presented in the consolidated financial statements set forth elsewhere in this report. These policies require application
of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Actual results could differ as a
result of such judgment and assumptions.

Acquisitions

 We
allocate the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair
value estimates are based on information obtained from independent appraisals, other market data, information obtained during due diligence
period. Acquisition-related costs such as due diligence, legal and accounting fees are included in the purchase price. Initial valuations
are subject to change during the measurement period, but the period ends as soon as the information is available. The measurement period
shall not exceed one year from the date of acquisition.

 Business
Acquisitions

 Upon
acquisition of business entities and real estate determined to be a business combination, the Company identifies and recognizes the net
tangible and identified intangible assets based on fair values, and net assets as goodwill or gain on bargain purchase. Fair value estimates
are based on information obtained from independent appraisals, other market data, information obtained during due diligence and information
related to the marketing, leasing, and or operating at the specific property. Acquisition-related costs such as due diligence, legal
and accounting fees are expensed as incurred. Initial valuations are subject to change during the measurement period, but the period
ends as soon as the information is available. The measurement period shall not exceed one year from the date of acquisition.

 Impairment
of Long-Lived Assets

 When
circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review
is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's
use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends
and residual value, as well as the effects of leasing demand, competition, and other factors. If impairment exists, due to the inability
to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated
fair value of the property. Estimated fair value is determined with the assistance from independent valuation specialists using recent
sales of similar assets, market conditions or projected cash flows of properties using standard industry valuation techniques.

represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but
is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger
interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit,
or an expectation that the carrying amount may not be recoverable, among other factors.

 The
Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit
is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely
than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment
test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit
exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording
an impairment charge equal to the excess of the carrying value over the related fair value.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with ASU 2014-09, " Revenue from Contracts with Customers (Topic 606)," including
subsequently issued updates. Under the accounting guidance our revenues are presented net of estimated allowances, and we no longer present
the contractual allowance as a separate line item on our balance sheet.

 The
Company reviews its calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing
for the uncollectible portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer
groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly
with a greater emphasis given to current trends. This calculation is routinely analyzed by the Company based on actual allowances issued
by payers and the actual payments made to determine what adjustments, if any, are needed.

 Our
revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the
patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations
for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on
charges incurred in relation to total expected charges. The contractual relationships with patients, in most cases, also involve a third-party
payer (Medicare, and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare,
and Medicaid). Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical, diagnostic
and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates per discharge,
per identified service or per covered member.

 Our
revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of
contractual allowances under managed care are based upon the payment terms specified in the related contractual agreements.

 Laws
and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts
are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined (in relation to certain
government programs, primarily Medicare, this is generally referred to as the "cost report" filing and settlement process).

 In September 2016, the FASB issued ASU 2016-13, Measurement
of Credit Losses on Financial Instrument ("ASU 2016-13"). ASU 2016-13 requires entities to use a forward-looking approach
based on current expected credit losses ("CECL") to estimate credit losses on certain types of financial instruments, including
trade receivables. This may result in the earlier recognition of allowances for losses. The Company adopted ASU 2016-13 January 1, 2023.
We identified trade and ERTC accounts receivable financial instruments that would be impacted by this adoption.

 As part of the analysis, the Company determined that
all trade accounts receivable were of similar risk. Given the economy and our services provided, we determined the trade accounts receivable
would not be impacted. The Company recorded an allowance of $1,874,068 as of December 31, 2023. This included fully reserving for receivables
greater than 90 days. For the year ended December 31, 2023, the Company recorded $1,475,205 on the statement of operations as a provision
for bad debts expense.

 The CARES Act provides an employee retention credit
("CARES Employee Retention Credit"), which is a refundable tax credit against certain employment taxes of up to $5,000 per
employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000
of qualified wages per employee through December 31, 2020. Additional relief provisions were passed by the United States government, which
extend and slightly expand the qualified wage caps on these credits through December 31, 2021. Based on these additional provisions, the
tax credit is now equal to 70% of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has
been increased to $10,000 of qualified wages per quarter. The Company qualified for the tax credit under the CARES Act for qualified wages
for the years ended December 31, 2020 and 2021. In February 2023, the Company submitted filings for CARES Employee Retention Credits totaling
$6,866,759. As of December 31, 2023, the Company recorded an employee retention credits receivable of $1,257,952. Upon evaluation of the
collectability of this receivable, the Company recorded a full allowance against this receivable and recorded an expense to provision
for bad debts on the statement of operations.

 Estimates
Use of Estimates

 The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, as well as revenues and expenses reported for the period presented. The most significant estimates relate to the useful life
and impairment of intangible assets and allowance for doubtful accounts. The Company regularly will assess these estimates and, while
actual results may differ, management believes that the estimates are reasonable.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 See
the index included at Item 15. Exhibits, Financial Statement Schedules.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 As
previously reported on Form 8-K, effective October 4, 2022, the Company's Board of Directors, on the recommendation of the Audit Committee that has been separately appointed, approved the appointment of Marcum, LLP to serve as the Company's independent registered public
accounting firm. Prior to its engagement as the Company's independent registered public accounting firm the Company had not consulted
Marcum, LLP with respect to the application of accounting principles to specific transactions or the type of audit opinion that might
be rendered on the Company's financial statements.

 The
Company's former independent registered public accountants, Haynie & Company, audited the Company's financial statements
through year ended December 31, 2021.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
as of the end of the period covered by this Report, we conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934. Our disclosure controls
and procedures are designed to provide reasonable assurance that the information required to be included in our Securities and Exchange
Commission reports is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those
entities, particularly during the period when this report was being prepared.

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that
such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure.
Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature,
can provide only reasonable assurance regarding management's control objectives.

 Our
management, including our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on this evaluation, our
CEO and CFO concluded that the design and operation of our disclosure controls and procedures were not effective as of such date to provide
assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated
and communicated to management as appropriate, to allow timely decisions regarding disclosures.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our
management and board of directors regarding the reliability of financial reporting and the preparation of the consolidated financial
statements for external purposes in accordance with U.S. GAAP.

 Our
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts
and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material
effect on our consolidated financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control
systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding
controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to
financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

 Our
management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment,
it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal
Control-Integrated Framework (2013). Management is committed to accurate and ethical business practices. Based on our evaluation, management
concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to material weaknesses in our internal
controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated
financial statements will not be prevented or detected on a timely basis.

 Management
noted the following deficiencies that we believe to be material weaknesses:

 Inadequate
 design of information technology (IT) general and application controls resulting from inappropriate access given to certain individuals
 within finance, including the CFO and Controller;

 Lack
 of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording
 and approval of disbursements; and

 Lack
 of a formal review process that includes multiple levels of review as well as timely review of accounts and reconciliations leading
 to material post-closing adjustments.

 Our
size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation
of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure
effective segregation of accounting and financial reporting duties.

 Management's
view is that unethical, illegal, or inaccurate conduct in the operations and accounting for the Company violates the trust and integrity
of the Company and is damaging to the interests of all stakeholders, and in the long-term misconduct injures the interests of even the
individual whom it might initially benefit. This is reinforced periodically with informal conversations and is ingrained in the culture
of the Company. When questions arise, they are escalated to the CFO, General Counsel, CEO, President, or Board for review, investigation,
direction, and consensus, and external opinion is sought if consensus is not achieved. The Controller and CFO both have direct contact
with all levels of review. The Company plans to implement multi-level review in 2024, and management intends to work internally and with
various third-parties to ensure we have the proper controls in place going forward.

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm
pursuant to the SEC rules that permit us to provide only management's report in this Annual Report.

 Changes
in Internal Control over Financial Reporting

 There
was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during
the fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
 9B.

 OTHER
 INFORMATION

 During the quarter ended December 31, 2023, no director or officer
of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408(a) of Regulation S-K.

 ITEM
 9C.

 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

 Not

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors
and Executive Officers

 The
name, position with the Company, age of each Director and executive officer of the Company is as follows:

 Name

 Age

 Position

 Director/Officer
 Since

 Adam
 Desmond

 Interim
 CEO & Director

 2023/2017

 Jim
 Creamer

 Interim
 CFO

 2023

 Andy
 Sink

 2022

 David
 Furstenberg

 2022

 Clifford
 Neuman

 2023

 Adam
Desmond is the founder and CEO of Needle Rock Capital, an investment banking firm located in Carbondale, Colorado. Prior to founding
Needle Rock Capital, Mr. Desmond founded ASG Securities in 1998 that focused exclusively on small/mid-cap banks and thrift markets. In
2004 ASG Securities became FIG Partners LLC which expanded the business from a sales and trading platform to a full-service investment
banking firm. Mr. Desmond assembled a team of principals at Fig Partners that raised over $2.5 billion in equity since 2007 and completed
more than 95 whole bank transactions throughout the United States, with offices in Chicago, Los Angeles, San Francisco, Dallas, New Jersey,
and Charlotte, employing over 60 people. Mr. Desmond began his career at the Chicago Mercantile Exchange in the financial quadrant and
went on to Raymond James and Associates where he helped develop a high yield fixed income department. Mr. Desmond enjoys supporting and
servicing many charitable organizations, including helping fund the building of a school in the Philippines through St. Mary's
Catholic Church in Aspen, Colorado. Mr. Desmond is a graduate of the University of Wisconsin – Madison with a Bachelor of Arts
in International Economics and Political Science.

 Jim
Creamer is our Chief Financial Officer as of December 2023. Following a 15-year investment banking career, Creamer brings nearly
20 years of experience in public company leadership roles. In addition to his role at Selectis, Creamer serves as the Principal of Corporate
Solutions Advisors, LLC, which offers outsourced, fractional CFO services to small, growth-oriented companies across several industries.
He has also served as the CFO and a director of both Virtual Interactive Technologies Corp. (OTC: VRVR), a publicly traded video game
development company, and WestMountain Gold, Inc. (OTC: WMTN), a publicly traded mining company. Prior to his role at WestMountain Gold,
Creamer was the CFO of NexCore Healthcare Capital Corp. following the company's acquisition of CapTerra Financial Group, Inc.,
where he previously served as CFO and later CEO. Creamer holds a Bachelor of Science degree in Finance from Arizona State University.

 David
J. Furstenberg is a tax attorney and certified public accountant with expertise in tax research and planning, IRS and state audits,
settlement negotiations, state and federal tax returns, accounting, software and auditor relations. Mr. Furstenberg served as the Director
of Taxes at PulteGroup, Inc. (NYSE:PHM) in Bloomfield Hills, Michigan from 1997 to 2016 where he led the tax research and planning functions,
including federal, state and international. From 1991 through 1996 he served in the capacities of Assistant Vice President-Taxes, Director
of Taxes and Director of Federal Taxes for Handleman Company (NYSE: HDL) in Troy, Michigan. Mr. Furstenberg also served as an Associate
Attorney for Levin, Levin, Garvett & Dill, PC in Southfield, Michigan and a Tax Consultant and Tax Associate at Price Waterhouse
in Detroit, Michigan. In 1983 David obtained a B.A. in Accounting from Michigan State University and in 1986, a Juris Doctorate from
Wayne State University Law School in Detroit, Michigan.

 Andy
Sink is the Co-Founder and Manager of Own Alabama, LLC (an Alabama based commercial real estate investment fund) and also the Managing
Director of the Investment Advisory division and Principal for Colliers International | Alabama. His team provides investment property
advisory, investment property brokerage, investment fund structuring and real estate investment management to high net worth families
and individuals. His team also provides advisory services to privately held operating companies seeking to enhance enterprise value via
various real estate strategies including sale leaseback and private fund structuring. Andy Sink has more than 30 years' experience
in the real estate industry with a broad range of expertise in real estate brokerage and investments. He has been involved in numerous
investment transactions and development projects with an aggregate value in excess of $700 million. He has also created and managed six
different private equity funds and three different private family investment funds with an aggregate value in excess of $100 Million.
Andy earned a Bachelor of Science degree in Commerce and Business Administration with a major in real estate from The University of Alabama.
Andy is a former member of the board of directors of Selectis Health, a current board of trustees' member and Secretary of the
Eyesight Foundation of Alabama. He is also a board member of Restoration Academy, an inner-city Christian school based in Fairfield Alabama
and a member of the Monday Morning Quarterback Club.

 Clifford
Neuman was appointed Director in December 2023. For over 50 years, Mr. Neuman has been engaged as a principal in his own law firms,
with an emphasis on corporate and securities law in the representation of companies across matters of corporate finance, mergers, acquisitions,
reorganizations, and public and private offerings. He has also served on the boards of numerous public and non-profit companies. Neuman
earned his Juris Doctorate degree from the University of Pennsylvania and his Bachelor of Arts degree, summa cum laude, Phi Beta
Kappa, from Trinity College in Hartford, Connecticut. Neuman previously served on the Company's board of directors from 2014 to
2022, and he continues to serve as the Company's primary legal counsel. In his current board appointment, Neuman's standing committee appointments have not been determined.

 Family
Relationships

 None.

 Board
Meeting and Compensation

 During
the fiscal year ended December 31, 2023, meetings of the Board of Directors were held telephonically, and business of the board was also
conducted by written unanimous consent. There were several meetings of the Board during 2023. A quorum was present at all Board meetings.
Directors are entitled to reimbursement of their expenses associated with attendance at such meeting or otherwise incurred in connection
with the discharge of their duties as a Director.

 During
fiscal 2021, the entire Board of Directors assumed all responsibilities of the Audit, Compensation and Nominating Committees. During
fiscal 2022, Standing Audit, Compensation and Nominating Committees were established.

 The
following table summarizes compensation earned by or paid to the Company's directors for the year ended December 31, 2023:

 DIRECTOR
COMPENSATION TABLE

 Name

 Fees Earned or Paid in Cash

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Nonqualified Deferred Compensation
 Earnings

 All Other Compensation

 Total

 Lance Baller (2)

 $

 -

 -

 -

 -

 -

 $

 Christopher Barker (1)

 $
 12,500

 -

 -

 -

 -

 -

 $
 12,500

 Clifford Neuman (3)

 $
 -

 -

 -

 -

 -

 -

 $
 -

 Adam Desmond (2)

 $

 -

 -

 -

 -

 -

 $

 Andy Sink

 $
 30.000

 -

 -

 -

 -

 -

 $
 30.000

 David Furstenberg (4)

 $
 45,000

 -

 -

 -

 -

 -

 $
 45,000

 (1)

 On
 May 27, 2023, Mr. Barker tendered his resignation as President, Chief Operating Officer and
 a member of the Board of Directors effective May 31, 2023.

 (2)

 On
 October 31, 2023, Mr. Baller tendered his resignation as President, Chief Operating Officer
 and a member of the Board of Directors effective November 13, 2023. Adam Desmond, a current
 Board member agreed to be appointed Interim Chief Executive Officer.

 (3)

 On
 December 18, 2023, the Company appointed Clifford Neuman to its board of directors. His director fee of $7,500 per quarter will commence
 in the first quarter of 2024.

 (4)

 Mr.
 Furstenberg is our audit committee chair. In addition to receiving a director fee of $7,500 per quarter, he also receives an additional
 fee of $3,750 per quarter for chairing the committee.

 Director Independence

 Our
common stock is listed on the OTC.Pink inter-dealer quotation systems, which does not have director independence requirements. Nevertheless,
for purposes of determining director independence, we have applied the definition of independence under the NYSE American listing standards.
The NYSE American listing standards for smaller reporting companies require that at least 50% of the members of a listed company Board
qualify as "independent," as defined under NYSE American rules and as affirmatively determined by the company's Board.
After review of all the relevant transactions and relationships between each director (and his family members) and the Company, and senior
management, the Board affirmatively determined that at all times during the year ended December 31, 2023, and through the date of filing
this Annual Report, the following directors (while serving as such) were independent within the meaning of applicable NYSE American rules:
Messrs. Sink and Furstenberg.

 Audit
Committee

 On July 25, 2022 the Company established a standing audit committee The audit committee
was initially comprised of Messrs. Furstenberg (Chairman), Neuman and Desmond. Mr. Furstenberg qualifies as an "audit committee
financial expert" within the meaning of Item 407(d)(5) of Regulation S-K. An audit committee member is deemed to be independent
if he does not possess any vested interests related to those of management and does not have any financial, family, or other material
personal ties to management. Effective August 18, 2022, Mr. Neuman resigned as a member of the Audit Committee. Mr. Desmond is no longer eligible to serve on the audit committee due to his role as CEO.

 The
committee is responsible for accounting and internal control matters. The audit committee:

 -

 reviews
 with management and the independent auditors' policies and procedures with respect to internal controls;

 -

 reviews
 significant accounting matters;

 -

 approves
 any significant changes in accounting principles of financial reporting practices;

 -

 reviews
 independent auditor services; and

 -

 recommends
 to the board of directors the independent registered public accounting firm to audit our consolidated financial statements.

 In
addition to its regular activities, the committee is available to meet with the independent registered public accounting firm or controller
whenever a special situation arises.

 The
Audit Committee of the Board of Directors will adopt a written charter, which, when adopted, will be filed with the Commission.

 Compensation
Advisory Committee

 We have established a standing compensation committee in the third quarter of
2022. The compensation committee was initially comprised of Messrs. Desmond, Neuman and Furstenberg. Effective August 18, 2022, Mr. Neuman
resigned as a member of the Compensation Committee. Mr. Desmond is no longer eligible to serve on the compensation committee due to his role as CEO.

 The
compensation advisory committee did not meet during fiscal 2023. The compensation advisory committee will:

 -

 recommend
 to the board of directors the compensation and cash bonus opportunities based on the achievement of objectives set by the compensation
 advisory committee with respect to our chairman of the board and president, our chief executive officer, and the other executive
 officers;

 -

 administer
 our compensation plans for the same executives;

 -

 determine
 equity compensation for all employees;

 -

 review
 and approve the cash compensation and bonus objectives for the executive officers; and

 -

 review
 various matters relating to employee compensation and benefits.

 Nomination
Process

 The
Board of Directors has appointed a standing nomination committee in the third quarter of 2022, initially consisting of Messrs. Desmond,
Neuman and Furstenberg. Effective August 18, 2022, Mr. Neuman resigned from the Nomination and Governance Committee.

 The
board of directors has not adopted a policy regarding the consideration of any director candidates recommended by security holders, since
to date the board has not received from any security holder a director nominee recommendation. The board of directors will consider candidates
recommended by security holders in the future. Security holders wishing to recommend a director nominee for consideration should contact
Mr. Lance Baller, Chairman and CEO, at the Company's principal executive offices located in Greenwood Village, Colorado and provide
to Mr. Baller, in writing, the recommended director nominee's professional resume covering all activities during the past five
years, the information required by Item 401 of Regulation S-K, and a statement of the reasons why the security holder is making the recommendation.
Such recommendation must be received by the Company before December 31, 2023.

 The
board of directors believes that any director nominee must possess significant experience in business and/or financial matters as well
as a particular interest in the Company's activities.

 Shareholder
Communications

 Any
shareholder of the Company wishing to communicate to the board of directors may do so by sending written communication to the board of
directors to the attention of Mr. Adam Desmond, Chairman and CEO, at the principal executive offices of the Company. The board of directors
will consider any such written communication at its next regularly scheduled meeting.

 Any
transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms
no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved
by a majority of the Company's independent, outside disinterested directors.

 Code
of Ethics

 Our Board of Directors adopted a Code of Business Conduct and Ethics for
all of our directors, officers and employees during the fiscal year ended June 30, 2004. We will provide to any person without charge,
upon request, a copy of our Code of Business Conduct and Ethics. Such request should be made in writing and addressed to Investor Relations,
Selectis Health, Inc., at the Company's principal executive offices located in Greenwood Village, Colorado. Further, our Code of
Business Conduct and Ethics was filed as an exhibit to our Annual Report on Form 8-K dated July 25, 2022 and can be reviewed on the website
maintained by the SEC at www. SEC.gov.

 There
are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than
five percent (5%) of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the
Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company
or any of its subsidiaries.

 Any
transactions between the Company and its officers, directors, principal shareholders, or other affiliates have been and will be on terms
no less favorable to the Company than could be obtained from unaffiliated third parties on an arms-length basis and will be approved
by a majority of the Company's independent, outside disinterested directors.

 Indemnification
and Limitation on Liability of Directors

 The
Company's Articles of Incorporation provide that the Company shall indemnify, to the fullest extent permitted by Utah law, any
director, officer, employee, or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former
or present official of the person, against judgments, penalties, fines, settlements, and reasonable expenses incurred by the person in
connection with the proceeding if certain standards are met. At present, there is no pending litigation or proceeding involving any director,
officer, employee, or agent of the Company where indemnification will be required or permitted. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

 The
Company's Articles of Incorporation limit the liability of its directors to the fullest extent permitted by the Utah Business Corporation
Act. Specifically, directors of the Company will not be personally liable for monetary damages for breach of fiduciary duty as directors,
except for (i) any breach of the duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or that
involved intentional misconduct or a knowing violation of law, (iii) dividends or other distributions of corporate assets that are in
contravention of certain statutory or contractual restrictions, (iv) violations of certain laws, or (v) any transaction from which the
director derives an improper personal benefit. Liability under federal securities law is not limited by the Articles. The officers of
the Company will dedicate sufficient time to fulfill their fiduciary obligations to the Company's affairs. The Company has no retirement,
pension, or profit-sharing plans for its officers and Directors.

 Compliance
with Section 16(a) of the Exchange Act

 Under
the securities laws of the United States, the Company's Directors, its Executive (and certain other) Officers, and any persons
holding more than ten percent (10%) of the Company's common stock are required to report their ownership of the Company's
common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been
established and the Company is required to report in this Report any failure to file by these dates. All of these filing requirements
were satisfied by our Officers, Directors, and ten-percent holders except for Mr. Baller failed to file one (1) reports covering one
(1) transactions in a timely manner and Mr. Barker failed to file one (1) report covering one (1) transaction in a timely manner. In
making these statements, the Company has relied on the written representation of its Directors and Officers or copies of the reports
that they have filed with the Commission.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Components
of Compensation.

 None
of our executive officers serve as a member of the Compensation Committee or Nominating Committee.

 The
following tables and discussion set forth information with respect to all plan and non-plan compensation awarded to, earned by or paid
to the Company's three (3) most highly compensated executive officers, for all services rendered in all capacities to the Company
and its subsidiaries for each of the Company's last three (3) completed fiscal years; provided, however, that no disclosure has
been made for any executive officer, other than the CEO and CFO, whose total annual salary and bonus does not exceed $100,000.

 Company
Stock Incentive Plans

 As
of December 31, 2023, no options were outstanding under the Plan and all options to purchase shares of Common Stock have expired. The
Plan has terminated in accordance with its terms, and as a result no shares are available for future option grants.

 SUMMARY
COMPENSATION TABLE

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards

 Options Awards

 Non equity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 All Other Compensation

 Total

 Adam Desmond, Interim CEO

 2023

 $
 27,303

 -

 -

 -

 -

 -

 -

 $
 27,303

 Jim Creamer, Interim CFO

 2023

 $
 15,000

 -

 -

 -

 -

 -

 -

 $
 15,000

 Lance Baller, Former CEO

 2023

 $
 125,000

 -

 -

 -

 -

 -

 -

 $
 125,000

 2022

 $

 $
 50,000

 -

 -

 -

 -

 -

 $
 200,000

 Christopher Barker, Former President & COO

 2023

 $
 61,467

 -

 -

 -

 -

 -

 -

 $
 61,467

 2022

 $

 $
 50,000

 -

 -

 -

 -

 -

 $
 200,000

 Brandon Thall, Former CFO

 2022

 $
 32,769

 -

 -

 -

 -

 -

 -

 $
 32,769

 Mary Lucus, Former CFO

 2023

 $
 34,757

 -

 -

 -

 -

 -

 $
 34,757

 2022

 $
 128,388

 $
 10,500

 -

 -

 -

 -

 -

 $
 138,888

 ITEM 12.

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

 The
following table sets forth information with respect to beneficial ownership of our common stock by:

 *

 each person who beneficially
 owns more than 5% of the common stock;

 *

 each of our executive officers;

 *

 each of our directors and
 director nominees; and

 *

 all executive officers
 and directors as a group.

 The
table shows the number of shares owned as of March 29, 2024, and the percentage of outstanding common stock owned as of March 29, 2024.
Beneficial ownership is based on information provided to us, and the beneficial owner has no obligation to inform us of or otherwise
report any changes in beneficial ownership. Except as indicated, and subject to community property laws when applicable, the persons
named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned
by them.

 Title of Class

 Name & Address of Beneficial Owner

 Number of Shares Beneficially Owned

 Percent (1)(3)

 Common Stock

 Lance Baller

 8480 E. Orchard Rd., Ste. 4900

 Greenwood Village, CO 80111

 297,682
 (2)

 9.71
 %

 Adam Desmond

 PO Box 2036

 Carbondale, CO 81623

 30,282

 0.99
 %

 David Furstenberg

 8480 E Orchard Rd, Ste 4900

 Greenwood Village, CO 80111

 5,910

 0.19
 %

 Andy Sink

 3058 Lewis Circle

 Birmingham, AL 35223

 52,667

 1.72
 %

 Clifford Neuman

 6800 N 79 th Street

 Niwot, CO 80503

 122,864

 4.01

 %

 Zvi Rhine

 895 Mountain Drive

 Deerfield, IL 60015

 183,953
 (3)

 6.00
 %

 All Officers and Directors as a Group

 (5 persons)

 693,358

 22.61
 %

 (1)

 Shares not outstanding
 but beneficially owned by virtue of the individuals right to acquire them as of the date of this annual report or within sixty days
 of such date, are treated as outstanding when determining the percent of the class owned by such individual.

 (2)

 Includes 161,965 shares
 owned individually; 56,616 shares which includes warrants exercisable to purchase 10,000 shares of common stock owned by High Speed
 Aggregate, Inc. of which Mr. Baller is an owner and control person but disclaims beneficial ownership for purposes of Section 16
 under the Exchange Act; 72,934 shares owned by Ultimate Investments Corp., Inc. of which Mr. Baller is an owner and control person
 but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act and 6,667 shares owned by Baller Family Foundation
 Inc. of which Mr. Baller is a control person but disclaims beneficial ownership for purposes of Section 16 under the Exchange Act.

 (3)

 Based on 3,067,059 shares
 issued and outstanding on April 6, 2024.

 ITEM 13.

 CERTAIN RELATIONSHIPS
 AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 For
the fiscal year 2022, Selectis Health, Inc. had a net loss, and was able to meet all its obligations without the assistance or needs
of affiliated parties lending arrangements.

 ITEM 14.

 PRINCIPAL ACCOUNTANT
 FEES AND SERVICES.

 The
following is an aggregate of fees billed for each of the last two fiscal years for professional services rendered by Marcum LLP our principal
registered public accountants:

 2023

 2022

 Audit Fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings.

 $
 358,993

 $
 200,637

 Audit-Related Fees - related to the performance of audit or review of financial statements not reported under "audit fees" above.

 $

 $
 -

 Tax Fees - tax compliance

 $
 22,758

 $
 5,000

 All Other Fees - services provided by our principal accountants other than those identified above.

 $

 $
 -

 Total fees paid or accrued to our principal accountants

 $
 381,751

 $
 205,637

 PART
IV

 ITEM 15.

 EXHIBITS AND FINANCIAL
 STATEMENT SCHEDULES

 The
following documents are filed as part of this Annual Report:

 (a)

 Financial Statement Schedules

 See
the Index to Consolidated Financial Statements at page F-1 of this report.

 (b)

 Exhibits

 Exhibit
 No.

 Title

 (1)

 1.0

 Articles of Amendment to
 the Articles of Incorporation dated June 22, 1994

 (1)

 3.1

 Amended and Restated Articles
 of Incorporation

 (35)

 3.1

 Amended and Restated Articles of Incorporation

 (1)

 3.2

 Bylaws

 (1)

 3.3

 Certificate of Designations,
 Preferences, and Rights of Series A Convertible Preferred Stock

 (5)

 3.4

 Certificate of Designations,
 Preferences, and Rights of Series B Convertible Preferred Stock

 (5)

 3.5

 Certificate of Designations,
 Preferences, and Rights of Series C Convertible Preferred Stock

 (5)

 3.6

 Agreement Respecting Rights
 of Holders of Series C Convertible Preferred Stock

 (17)

 3.7

 Certificate of Designations, Preferences, and Rights of Series E Convertible Preferred Stock

 (18)

 3.8

 Form of Registration Rights Agreement

 (1)

 4.1

 Specimen Certificate of
 Common Stock

 (1)

 4.2

 Specimen Class A Common
 Stock Purchase Warrant

 (1)

 4.3

 Specimen Class B Common
 Stock Purchase Warrant

 (1)

 4.4

 Specimen Class C Common
 Stock Purchase Warrant

 (1)

 4.5

 Warrant Agreement

 (19)

 4.6

 Form of Series 2010 5% Convertible Debenture

 (20)

 4.7

 Form of Common Stock and Warrant Purchase Agreement

 (1)

 5.0

 Opinion of Neuman &
 Drennen, LLC regarding the legality of the securities being registered

 (1)

 10.1

 Selling Agent Agreement

 (1)

 10.2

 The Casino-Global Venture
 I Joint Venture Agreement

 (1)

 10.3

 Assignment of Casino-Global
 Joint Venture Agreement dated January 31, 1994

 (1)

 10.4

 Nonresidential Lease Agreement
 between Russian-Turkish Joint Venture Partnership with Hotel Lazurnaya and Global Casino

 Group, Inc. dated September
 22, 1993

 (1)

 10.5

 Contract by and between
 Aztec-Talas-Four Star, Inc. and Global Casinos Group, Inc. dated April 12, 1993, and Addendum to

 Agreement by and between
 Aztec-Talas-Four Star, Inc., Global Casinos Group, Inc., and Restaurant "Naryn" dated June 29,

 1993.

 (1)

 10.6

 Agreement and Plan of Reorganization
 among Silver State Casinos, Inc., Colorado Gaming Properties, Inc., and Morgro

 Chemical Company, dated
 September 8, 1993, incorporated by reference from the Company's Current Report on Form 8-K,

 dated September 20, 1993

 (1)

 10.7

 Agreement and Plan of Reorganization
 among Casinos USA., Lincoln Corporation, Woodbine Corporation and Morgro

 Chemical Company, dated
 October 15, 1993, incorporated by reference from the Company's Current Report on Form 8-K, dated

 November 19, 1993

 (1)

 10.8

 Stock Pooling and Voting
 Agreement, incorporated by reference from the Company's Current Report on Form 8-K, dated

 November 19, 1993

 (1)

 10.9

 Employment Agreement, dated
 September 28, 1993, between Morgro Chemical Company and Nathan Katz, incorporated by

 reference from the Company's
 Current Report on Form 8-K, dated November 19, 1993

 (1)

 10.10

 Employment Agreement, dated
 October 15, 1993, between Morgro Chemical Company and William P. Martindale, incorporated

 by reference from the Company's
 Current Report on Form 8-K, dated November 19, 1993

 (1)

 10.11

 Asset Acquisition Agreement
 by and among Global Casinos, Inc., Morgro, Inc. and MDO, L.L.C., dated as of February 18,

 1994, incorporated by reference
 from the Company's Current Report on Form 8-K, dated February 18, 1994

 (1)

 10.12

 Stock Purchase Agreement,
 dated March 25, 1994, incorporated by reference from the Company's Current Report on Form 8-K,

 dated April 29, 1994

 (1)

 10.13

 Articles of Incorporation
 of BPJ Holding N.V., incorporated by reference from the Company's Current Report on Form 8-K,

 dated April 29, 1994

 (1)

 10.14

 Aruba Caribbean Resort
 and Casino Lease Agreement, dated January 18, 1993, incorporated by reference from the Company's

 Current Report on Form
 8-K, dated April 29, 1994

 (1)

 10.15

 Aruba Gaming Permit issued
 to Dutch Hotel and Casino Development Corporation, incorporated by reference from the

 Company's Current
 Report on Form 8-K, dated April 29, 1994

 (1)

 10.16

 Letter Agreement between
 Astraea Investment Management, L.P. and Global Casinos, Inc. dated May 11, 1994

 (1)

 10.17

 Guaranty from Global Casinos,
 Inc. to Astraea Investment Management, L.P. dated May 19, 1994

 (1)

 10.18

 Secured Convertible Promissory
 Note in favor of Global Casinos, Inc. from Astraea Investment Management, L.P. dated May

 19, 1994

 (1)

 10.19

 Registration Rights Agreement
 between Global Casinos, Inc. and Astraea Investment Management, L.P. dated May 11, 1994

 (1)

 10.20

 Employment Agreement, dated
 July 1, 1994, between Global Casinos, Inc., and Peter Bloomquist

 (2)

 10.21

 Letter of Agreement, dated
 September 16, 1994 between Astraea Management Services, L.P., Casinos USA., Inc. and Global

 Casinos, Inc.

 (3)

 10.23

 Letter of Agreement dated
 June 27, 1995, between Global Casinos, Inc., Global Casinos International, Inc., Global Casinos

 Group, Inc., Broho Holding,
 N.V., and Kenneth D. Brown individually.

 (1)

 10.24

 Second Amended Plan of
 Reorganization of Casinos USA, Inc., and Order Confirming Plan

 (1)

 10.25

 Warrant Agreement

 (4)

 10.26

 Stock Purchase and Sale
 Agreement between Alaska Bingo Supply, Inc., Global Alaska Industries, Inc., and Mark Griffin

 (5)

 10.27

 Convertible Promissory
 Note in the amount of $450,000 dated March 31, 1998 in favor of Mark Griffin

 (4)

 10.28

 General Security Agreement
 from Global Alaska Industries, Inc. to Mark Griffin

 (4)

 10.29

 Stock Pledge Agreement
 from Global Alaska Industries, Inc. to Mark Griffin

 (5)

 10.30

 Agreement to Convert Debt
 dated March 31, 1998 with Mark Griffin

 (5)

 10.31

 Tollgate Casino Lease and
 Option Agreement

 (5)

 10.32

 Equipment Lease with Plato
 Foufas & Co., Inc.

 (5)

 10.33

 Employment Agreement of
 Eric Hartsough

 (6)

 10.34

 Stock Purchase Agreement
 dated December 30, 1999 between Arufinance, N.V. and Global Casinos, Inc.

 (7)

 10.35

 Term Sheet dated July 24, 2002 between Global Casinos, Inc., Astraea Investment Management L.P., and others.

 (7)

 10.36

 Agreement dated September 17, 2002 among Global Casinos, Inc., Casinos, USA., Inc. and Astraea Investment Management L.P.

 (7)

 10.37

 Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $249,418.48.

 (7)

 10.38

 Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $750,000.

 (7)

 10.39

 Agreement and Amendment to Promissory Note dated September 17, 2002 between Casinos USA., Inc. and Astraea Investment Management L.P. for promissory note in the original principal amount of $783,103.56.

 (7)

 10.40

 Assumption Agreement dated September 17, 2002 among, Global Casinos, Inc., Casinos USA., Inc. and Astraea Investment Management L.P.

 (7)

 10.41

 Bill of Sale, Assignment and Assumption dated October 30, 2002 between Global Casinos, Inc. and Casinos, USA., Inc.

 (7)

 10.42

 Option Agreement dated September 17, 2002 by and between Astraea Investment Management L.P. and Global Casinos, Inc.

 (7)

 10.43

 Security Agreement dated September 17, 2002 by Casinos USA., Inc. in favor of Astraea Investment Management L.P.

 (7)

 10.44

 Service Agreement dated as of September 17, 2002 between Casinos USA., Inc. and Global Casinos, Inc.

 (7)

 10.45

 Stock Pledge Agreement dated as of September 17, 2002 between Global Casinos, Inc., and Astraea Investment Management L.P.

 (7)

 10.46

 Voting Agreement dated as of September 17, 2002 between Casinos USA., Inc. and Global Casinos, Inc.

 (9)

 10.47

 Asset Purchase and Sale Agreement dated June 14, 2007.

 (10)

 10.49

 Amendment No. 1 to Asset Purchase and Sale Agreement dated June 14, 2007

 (8)

 14.

 Code of Ethics

 (11)

 10.50

 Amendment No. 2 to Asset Purchase and Sale Agreement dated June 14, 2007.

 (12)

 10.51

 Amendment No. 3 to Asset Purchase and Sale Agreement dated June 14, 2007.

 (13)

 10.52

 Amendment No. 4 to Asset Purchase and Sale Agreement dated June 14, 2007.

 (15))

 10.53

 Amendment No. 5 to Asset Purchase and Sale Agreement dated June 14, 2007.

 (15)

 10.54

 Articles of Organization of Doc Holliday Casino II, LLC

 (15)

 10.55

 Operating Agreement of Doc Holliday Casino II, LLC

 (15)

 10.56

 Certificate of Series D for Global Casinos Inc

 (15)

 10.57

 Consent to Assignment of Lease to Global Casinos

 (15)

 10.58

 Consent to Assignment of Lease to Doc Holliday Casino II

 (15)

 10.59

 Assignment & Assumption of Lease by Doc Holliday II

 (15)

 10.60

 Promissory Note $550,000

 (15)

 10.61

 Promissory Note $400,000

 (15)

 10.62

 Promissory Note $155,000

 (15)

 10.63

 Bill of Sale

 (15)

 10.64

 Noncompetition and Confidentiality Agreement

 (15)

 10.65

 Consultation Agreement

 (16)

 10.66

 Lease Agreement

 (16)

 10.67

 Addendum to Lease Agreement

 (16)

 10.68

 Addendum No. 2 to Lease Agreement

 (16)

 10.69

 Loan Agreement with Astraea Investment Management

 (16)

 10.70

 Assignment of Note

 (16)

 10.71

 Assignment and Assumption Agreement

 (16)

 10.72

 Second Amendment to Promissory Note

 (21)

 10.73

 Astraea Loan Document Purchase and Assignment Agreement

 (22)

 10.74

 Martindale Allonge and Loan Participation Agreement

 (23)

 10.75

 Montrose Allonge and Modification Agreement

 (24)

 10.76

 Bloomquist Allonge and Loan Participation Agreement

 (25)

 10.77

 Shupp Allonge and Modification Agreement

 (26)

 10.78

 Amendment to Lease Agreement dated December 28, 2010

 (27)

 10.79

 Class A Stock Purchase Warrant

 (27)

 10.79

 Series 2011 8% unsecured convertible note

 (28)

 10.80

 Split-Off Agreement

 (28)

 10.81

 Stock Purchase Agreement

 (29)

 10.82

 Promissory Note

 (29)

 10.83

 Stock Pledge Agreement

 (30)

 10.84

 Amended and Restated Allonge and Loan Participation Agreement

 (30)

 10.85

 Form of Warrant

 (31)

 10.86

 Second Allonge and Modification Agreement

 (31)

 10.87

 Modification to Second Deed of Trust

 (32)

 10.88

 Amendment No. 2 to Loan Participation Agreement

 (33)

 10.89

 Termination and Mutual Release

 (33)

 10.90

 Amendment No. 1 to Split-Off Agreement

 (33)

 10.91

 Stock Purchase Agreement

 (34)

 10.92

 Amended and Restated Split-Off Agreement

 (35)

 10.93

 Loan Purchase Agreement

 (35)

 10.94

 Assignment of Deed of Trust

 (35)

 10.95

 Assignment of Note

 (35)

 10.96

 Assignment, Assumption, and Indemnity Agreement

 (35)

 10.97

 Security and Hypothecation Agreement

 (35)

 10.98

 Intercompany Agreement

 (35)

 10.99

 Promissory Note

 (36)

 10.100

 Scottsburg Membership Purchase Agreement

 (37)

 10.101

 Purchase Agreement dated October 8, 2008

 (37)

 10.102

 Amendment No. 1 to Purchase Agreement dated October 8, 2008

 (37)

 10.103

 Amendment No. 2 to Purchase Agreement dated October 8, 2008

 (37)

 10.104

 Amendment No. 3 to Purchase Agreement dated October 8, 2008

 (37)

 10.105

 Amendment No. 4 to Purchase Agreement dated October 8, 2008

 (37)

 10.106

 Amendment No. 5 to Purchase Agreement dated October 8, 2008

 (38)

 10.107

 Membership Interest Purchase Agreement - Goodwill

 (39)

 10.108

 Purchase and Sale Agreement – Meadowview

 (40)

 10.109

 Purchase and Sale Agreements – Longview, Mountainview, Corpus Christi and Grand Prairie

 (41)

 10.110

 Amendments to Purchase and Sale Agreements – Longview, Corpus Christi, and Grand Prairie

 (41)

 10.111

 Assignment of Purchase and Sale Agreements – Longview, Mountainview, Corpus Christi and Grand Prairie

 (42)

 10.112

 Letters Terminating Purchase Agreements - Longview, Mountainview, Corpus Christi and Grand Prairie

 (43)

 10.113

 Stock Purchase Agreement between Tilford, Inc. and TNH Acquisition, LLC

 (44)

 10.114

 First Amendment to Stock Purchase Agreement

 (45)

 10.115

 Purchase and Sale Agreement – Greene Point Health Center

 (46)

 10.116

 Promissory Note Purchase Agreement

 (47)

 10.117

 Form of Security Agreement

 (47)

 10.118

 Form of Agreement Among Lenders

 (47)

 10.119

 Form of Promissory Note

 (48)

 10.120

 2017 Investor Presentation

 (49)

 10.121

 Allonge and Modification Agreement

 (50)

 10.122

 Revised 2017 Investor Presentation

 (51)

 10.123

 HUD Note – Providence HR, LLC

 (52)

 10.124

 Meadowview Note – High Street Nursing, LLC

 (53)

 10.125

 Credit Note – Southern Tulsa, LLC and Southern Tulsa TLC, LLC

 (54)

 10.126

 Form of Agreement Among Lenders

 (55)

 10.127

 Form of Promissory Note

 (56)

 10.128

 Purchase and Sale Agreement

 (57)

 10.129

 2018 Investor Presentation

 (58)

 10.130

 Restricted Stock Award Agreement

 (59)

 10.131

 Notice of Grant

 (60)

 10.132

 Option Agreement

 (61)

 10.133

 Employment Agreement

 (62)

 10.134

 Revised 2018 Investor Presentation

 (63)

 10.135

 Form of Note

 (64)

 10.136

 Asset Purchase Agreement

 (65)

 10.137

 Amendment No. 1 to Employment Agreement

 (66)

 10.138

 Healthcare Facility Note

 (67)

 10.139

 Loan Document Purchase and Assignment Agreement

 (68)

 10.140

 November 2019 Investor Presentation

 (69)

 10.141

 Asset Purchase Agreement

 (70)

 10.142

 Form of Senior Note

 (71)

 10.143

 Form of Mortgage, Security Agreement and Assignment of Rents

 (72)

 10.144

 Form of Security Agreement

 (73)

 10.145

 Form of Seller Note

 (74)

 10.146

 Form of Corporate Guaranty

 (75)

 10.147

 Asset Purchase Agreement

 (76)

 10.148

 Promissory Note

 (77)

 10.149

 (78)

 10.150

 Amendment No. 1 to Second Amended and Restated Articles of Incorporation

 (79)

 10.151

 Healthcare Mortgage, Assignment of Leases and Rents and Security Agreement

 (80)

 10.152

 Healthcare Facility Note

 (81)

 10.153

 Deferred Compensation and Equity Award Plan

 (82)

 10.154

 Baller Restricted Stock Unit

 (83)

 10.155

 Barker Restricted Stock Unit

 (84)

 10.156

 Rescission Agreement

 (85)

 10.157

 Pursuant to Item 304(a)(1) of Regulation S-K, the Registrant herewith files the letter of MaloneBailey, LLP, former accountants to the Company

 *

 31.1

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 *

 31.2

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 *

 32.1

 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 *

 32.2

 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 **

 101.INS

 **

 101.SCH

 **

 101.CAL

 **

 101.DEF

 **

 101.LAB

 **

 101.PRE

 (1)

 to the Registrant's Registration Statement on Form SB-2, Registration No. 33-76204, on file with the Commission on August 11,
 1994.

 (2)

 to the Registrant's Annual Report on Form 10-KSB for year ended June 30, 1994.

 (3)

 to the Registrant's Current Report on Form 8-K dated July 15, 1995.

 (4)

 to the Registrant's Current Report on Form 8-K dated August 1, 1997, as filed with the Commission on August 14, 1997.

 (5)

 to the Registrant's Annual Report on Form 10KSB for the year ended June 30, 1999.

 (6)

 to the Registrant's Current Report on Form 8-K dated December 30, 1999, as filed with the Commission on January 14, 2000.

 (7)

 to the Registrant's Annual Report on Form 10KSB for the year ended June 30, 2002.

 (8)

 to the Registrant's Annual Report on Form 10KSB for the year ended June 30, 2004.

 (9)

 to the Registrant's Current Report on Form 8-K dated June 14, 2007 as filed with the Commission on June 19, 2007

 (10)

 to the Registrant's Current Report on Form 8-K/A dated September 28, 2007 as filed with the Commission on October 2, 2007.

 (11)

 to the Registrant's Current Report on Form 8-K dated November 30, 2007 as filed with the Commission on December 3, 2007.

 (12)

 to the Registrant's Current Report on Form 8-K dated December 5, 2007 as filed with the Commission on December 6, 2007.

 (13)

 to the Registrant's Current Report on Form 8-K dated January 30, 2008 as filed with the Commission on February 4, 2008.

 (14)

 to the Registrant's Current Report on Form 8-K dated March 6, 2008 as filed with the Commission on March 6, 2008.

 (15)

 to the Registrant's Current Report on Form 8-K dated March 18, 2008 as filed with the Commission on March 24, 2008.

 (16)

 to the Registrant's Current Report on Form 8-K/A dated March 18, 2008 as filed with the Commission on May 29, 2008.

 (17)

 to the Registrant's Current Report on Form 8-K dated July 12, 2010 as filed with the Commission on July 14, 2010.

 (18)

 to the Registrant's Current Report on Form 8-K dated July 19, 2010 as filed with the Commission on July 20, 2010.

 (19)

 to the Registrant's Current Report on Form 8-K dated July 16, 2010 as filed with the Commission on July 20, 2010.

 (20)

 to the Registrant's Current Report on Form 8-K dated July 16, 2010 as filed with the Commission on July 20, 2010.

 (21)

 to the Registrant's Current Report on Form 8-K dated November 30, 2009 as filed with the Commission on December 3, 2009.

 (22)

 to the Registrant's Current Report on Form 8-K dated November 30, 2009 as filed with the Commission on December 3, 2009.

 (23)

 to the Registrant's Current Report on Form 8-K dated December 30, 2009 as filed with the Commission on December 31, 2009.

 (24)

 to the Registrant's Current Report on Form 8-K dated December 30, 2009 as filed with the Commission on January 5, 2010.

 (25)

 to the Registrant's Current Report on Form 8-K dated March 25, 2010 as filed with the Commission on March 25, 2010.

 (26)

 to the Registrant's Current Report on Form 8-K dated December 28, 2010 as filed with the Commission on December 29, 2010 as
 amended by Form 8-K/A filed with the Commission on February 10, 2011.

 (27)

 to the Registrant's Current Report on Form 8-K dated December 20, 2011 as filed with the Commission on December 20, 2011

 (28)

 to the Registrant's Current Report on Form 8-K dated June 1, 2012 as filed with the Commission on June 6, 2012.

 (29)

 to the Registrant's Current Report on Form 8-K dated June 25, 2012 as filed with the Commission on June 28, 2012.

 (30)

 to the Registrant's Current Report on Form 8-K dated October 11, 2012 as filed with the Commission on October 16, 2012.

 (31)

 to the Registrant's Current Report on Form 8-K dated November 9, 2012 as filed with the Commission on November 13, 2012.

 (32)

 to the Registrant's Current Report on Form 8-K dated December 20, 2012 as filed with the Commission on December 20, 2012.

 (33)

 to the Registrant's Current Report on Form 8-K dated April 8, 2013 as filed with the Commission on April 12, 2013.

 (34)

 to the Registrant's Current Report on Form 8-K dated May 4, 2013 as filed with the Commission on May 6, 2013.

 (35)

 to the Registrant's Current Report on Form 8-K dated September 30, 2013 as filed with the Commission on October 4, 2013.

 (36)

 to the Registrant's Current Report on Form 8-K dated January 27, 2014 as05 filed with the Commission on January 30, 2014.

 (37)

 to the Registrant's Current Report on Form 8-K dated March 10, 2014 as filed with the Commission on March 14, 2014.

 (38)

 to the Registrant's Current Report on Form 8-K dated May 23, 2014 as filed with the Commission on May 19, 2014.

 (38)

 to the Registrant's Current Report on Form 8-K/A dated May 23, 2014 as filed with the Commission on May 19, 2014.

 (39)

 to the Registrant's Current Report on Form 8-K dated September 26, 2014 as filed with the Commission on October 2, 2014.

 (40)

 to the Registrant's Current Report on Form 8-K dated December 16, 2014 as filed with the Commission on December 17, 2014.

 (41)

 to the Registrant's Current Report on Form 8-K dated January 22, 2015 as filed with the Commission on January 27, 2015

 (42)

 to the Registrant's Current Report on Form 8-K dated January 28, 2015 as filed with the Commission on February 4, 2015.

 (43)

 to the Registrant's Current Report on Form 8-K dated August 14, 2015 as filed with the Commission on August 20, 2015.

 (44)

 to the Registrant's Current Report on Form 8-K dated November 9, 2015 as filed with the Commission on November 12, 2015.

 (45)

 to the Registrant's Current Report on Form 8-K dated June 30, 2016 as filed with the Commission on July 5, 2016.

 (46)

 to the Registrant's Current Report on Form 8-K dated August 29, 2016 as filed with the Commission on August 30, 2016.

 (47)

 to the Registrant's Current Report on Form 8-K dated November 25, 2016 as filed with the Commission on November 29, 2016.

 (48)

 to the Registrant's Current Report on Form 8-K dated January 25, 2017 as filed with the Commission on January 26, 2017.

 (49)

 to the Registrant's Current Report on Form 8-K dated May 3, 2017 as filed with the Commission on May 8, 2017.

 (50)

 to the Registrant's Current Report on Form 8-K dated May 16, 2017 as filed with the Commission on May 16, 2017.

 (51)

 to the Registrant's Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017.

 (52)

 to the Registrant's Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017.

 (53)

 to the Registrant's Current Report on Form 8-K dated October 27, 2017 as filed with the Commission on November 6, 2017.

 (54)

 to the Registrant's Current Report on Form 8-K dated November 8, 2017 as filed with the Commission on November 17, 2017.

 (55)

 to the Registrant's Current Report on Form 8-K dated November 8, 2017 as filed with the Commission on November 17, 2017.

 (56)

 to the Registrant's Current Report on Form 8-K dated April 5, 2018 as filed with the Commission on April 17, 2018.

 (57)

 to the Registrant's Current Report on Form 8-K dated April 24, 2018 as filed with the Commission on April 24, 2018.

 (58)

 to the Registrant's Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018.

 (59)

 to the Registrant's Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018.

 (60)

 to the Registrant's Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018.

 (61)

 to the Registrant's Current Report on Form 8-K dated May 4, 2018 as filed with the Commission on May 10, 2018.

 (62)

 to the Registrant's Current Report on Form 8-K dated August 27, 2018 as filed with the Commission on August 27, 2018.

 (63)

 to the Registrant's Current Report on Form 8-K dated October 15, 2018 as filed with the Commission on October 22, 2018.

 (64)

 to the Registrant's Current Report on Form 8-K dated April 12, 2019 as filed with the Commission on April 16, 2019.

 (65)

 to the Registrant's Current Report on Form 8-K dated April 15, 2019 as filed with the Commission on April 17, 2019.

 (66)

 to the Registrant's Current Report on Form 8-K dated June 13, 2019 as filed with the Commission on July 11, 2019.

 (67)

 to the Registrant's Current Report on Form 8-K dated August 6, 2019 as filed with the Commission on August 14, 2019.

 (68)

 to the Registrant's Current Report on Form 8-K dated November 19, 2019 as filed with the Commission on November 19, 2019.

 (69)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (70)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (71)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (72)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (73)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (74)

 to the Registrant's Current Report on Form 8-K dated March 2, 2020 as filed with the Commission on March 5, 2020.

 (75)

 to the Registrant's Current Report on Form 8-K dated July 23, 2020 as filed with the Commission on July 27, 2020.

 (76)

 to the Registrant's Current Report on Form 8-K dated December 31, 2020 as filed with the Commission on January 6, 2021.

 (77)

 to the Registrant's Current Report on Form 8-K dated December 31, 2020 as filed with the Commission on January 6, 2021.

 (78)

 to the Registrant's Current Report on Form 8-K dated September 21, 2021 as filed with the Commission on September 22, 2021.

 (79)

 to the Registrant's Current Report on Form 8-K dated September 27, 2021 as filed with the Commission on October 4, 2021.

 (80)

 to the Registrant's Current Report on Form 8-K dated September 27, 2021 as filed with the Commission on October 4, 2021.

 (81)

 to the Registrant's Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021.

 (82)

 to the Registrant's Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021.

 (83)

 to the Registrant's Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on December 30, 2021.

 (84)

 to the Registrant's Current Report on Form 8-K dated December 29, 2021 as filed with the Commission on January 3, 2022.

 (85)

 to the Registrant's Current Report on Form 8-K dated January 26, 2022 as filed with the Commission on January 28, 2022.

 *

 Filed herewith

 **

 furnished, not filed.

TO CONSOLIDATED FINANCIAL STATEMENTS

 of
Selectis Health, Inc. and Subsidiaries

 Page
 No.

 Report of Independent Registered Public Accounting Firm – Marcum LLP – PCAOB ID: 688

 Consolidated Balance Sheets of Selectis Health, Inc. as of December 31, 2023 and 2022

 Consolidated Statements of Operations of Selectis Health, Inc. for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Equity of Selectis Health, Inc. for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows of Selectis Health, Inc. for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Selectis Health, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of Selectis Health, Inc. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the 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 its operations and its cash flows for the years
ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant
working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Basis
for Opinion

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

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Marcum LLP

 We
have served as the Company's auditor since 2022

 Steve
Rapattoni, CPA

 Partner

 Costa
Mesa, CA

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 Current Assets:

 Cash and Cash Equivalents

 $
 1,484,599

 $
 1,420,200

 Accounts Receivable, Net

 2,091,536

 2,904,741

 Prepaid Expenses and Other

 1,380,570

 637,680

 Total Current Assets

 4,956,705

 4,962,621

 Long Term Assets:

 Restricted Cash

 820,124

 996,400

 Property and Equipment, Net

 33,817,718

 35,454,113

 Total Assets

 $
 40,671,455

 $
 42,490,042

 LIABILITIES AND EQUITY

 Liabilities:

 Accounts Payable and Accrued Liabilities

 6,045,365

 3,644,001

 Dividends Payable

 30,600

 7,500

 Short term debt – Related Parties,

 Current Maturities of Long-Term Debt, Net of Discount of $ 524,704 and $ 257,222, respectively

 11,170,100

 2,296,830

 Total Current Liabilities

 18,146,065

 6,848,331

 Debt,
 Net of discount of $ 30,663 and
 $ 0,
 respectively

 25,176,435

 34,397,488

 Lease Security Deposit

 312,750

 291,388

 Total Liabilities

 43,635,250

 41,537,207

 Commitments and Contingencies

 -

 -

 Equity:

 Preferred Stock:

 Series A - No Dividends, $ 2.00 Stated Value, Non-Voting; 2,000,000 Shares Authorized, 200,500 Shares Issued and Outstanding

 Series D - 8 % Cumulative, Convertible, $ 1.00 Stated Value, Non-Voting; 1,000,000 Shares Authorized, 375,000 Shares Issued and Outstanding

 Preferred stock value

 Common Stock - $ 0.05 Par Value; 800,000,000 Shares Authorized, 3,067,059 Shares Issued and Outstanding at December 31, 2023 and December 31, 2022

 153,352

 152,728

 Additional Paid-In Capital

 13,852,028

 13,768,300

 Accumulated Deficit

 ( 17,745,175
)

 ( 13,744,193
)

 Total Equity

 ( 2,963,795
)

 952,835

 Total Liabilities and Equity

 $
 40,671,455

 $
 42,490,042

 See
accompanying notes to these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 Twelve Months Ended

 2023

 2022

 Revenue

 Rental Revenue

 $
 634,570

 $
 591,808

 Healthcare Revenue

 34,537,723

 36,735,683

 Healthcare Grant Revenue

 1,610,754

 3,272,026

 Total Revenue

 36,783,047

 40,599,517

 Expenses

 Property Taxes, Insurance and Other Operating

 31,375,921

 29,859,250

 General and Administrative

 9,968,188

 7,869,645

 Provision for Credit Losses

 2,733,157

 1,364,354

 Depreciation and Amortization

 1,666,200

 1,792,840

 Total Expenses

 45,743,466

 40,886,089

 Loss from Operations

 ( 8,960,419
)

 ( 286,572
)

 Other (Income) Expense

 Loss on Extinguishment of Debt

 -

 46,466

 Interest Expense, net

 2,173,763

 2,231,233

 Income from Employee Retention Credits

 ( 6,866,759
)

 -

 Other Income

 ( 296,442
)

 ( 168,458
)

 Total Other Income

 ( 4,989,437
)

 2,109,241

 Net Loss

)

)

 Net Loss Attributable to Noncontrolling Interests

 -

 -

 Net Loss Attributable to Selectis Health, Inc.

)

)

)

)

 Net Loss Attributable to Common Stockholders

 $
 ( 4,000,982
)

 $
 ( 2,425,813
)

 Per Share Data:

 Net Loss per Share Attributable to Common Stockholders:

 Basic

 $
 ( 1.31
)

 $
 ( 0.79
)

 Diluted

 $
 ( 1.31
)

 $
 ( 0.79
)

 Weighted Average Common Shares Outstanding:

 Basic

 Diluted

 See
accompanying notes to these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CHANGES IN EQUITY

 Paid-In
 Capital

 Accumulated
 Deficit

 Stockholders' Equity

 Series A Preferred Stock

 Series D Preferred Stock

 Common Stock

 Additional

 Selectis
 Health, Inc.

 Paid-In
 Capital

 Accumulated
 Deficit

 Stockholders' Equity

 Balance, December 31, 2021

 $

 $

 2,998,361

 $
 150,168

 $
 13,494,394

 $
 ( 11,318,380
)

 $
 3,102,182

 -

 -

 -

 -

 -

 -

 -

)

)

 Common Shares Issued for Debt

 -

 -

 -

 -

 56,226

 2,560

 227,440

 -

 230,000

 Loss on Forgiveness of Debt, Net

 -

 -

 -

 -

 -

 -

 46,466

 -

 46,466

 Net Loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 $

 $

 $
 152,728

 $
 13,768,300

 $
 ( 13,744,193
)

 $
 952,835

 Balance

 $

 $

 $
 152,728

 $
 13,768,300

 $
 ( 13,744,193
)

 $
 952,835

 Warrants Issued for Debt

 -

 -

 -

 -

 -

 -

 84,352

 -

 84,352

 Common Stock Issued for Services

 -

 -

 -

 -

 12,472

 ( 624
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Net Loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 $

 $

 3,067,059

 $
 153,352

 $
 13,852,028

 $
 ( 17,745,175
)

 $
 ( 2,963,795
)

 Balance

 $

 $

 3,067,059

 $
 153,352

 $
 13,852,028

 $
 ( 17,745,175
)

 $
 ( 2,963,795
)

 See
accompanying notes to these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 Twelve Months Ended December 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net Loss

 $
)

 $
)

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

 Other Income from Partial Settlement of Debt

 -

 ( 40,436
)

 Depreciation and Amortization

 1,666,200

 1,792,840

 Amortization of Deferred Loan Costs and Debt Discount

 347,783

 315,983

 Provision for Bad Debt

 2,733,157

 1,364,354

 Stock Issued for Services

 -

 Changes in Operating Assets and Liabilities:

 Accounts and Rents Receivable

 ( 662,000
)

 ( 762,376
)

 Prepaid Expenses and Other Assets

 ( 2,000,842
)

 1,007,041

 Accounts Payable and Accrued Liabilities

 2,401,364

 ( 1,648,547
)

 Lease Security Deposits

 21,362

 61,806

 Cash Provided By (Used in) Operating Activities

 536,666

 ( 305,148
)

 Cash Flows from Investing Activities:

 Purchases of Property and Equipment

 ( 29,805
)

 ( 222,361
)

 Cash Used in Investing Activities

 ( 29,805
)

 ( 222,361
)

 Cash Flows from Financing Activities:

 Payments on Debt, Non-Related Party

 ( 695,566
)

 ( 1,865,458
)

 Dividends Paid on Preferred Stock

 ( 6,900
)

)

 Debt Discount - Warrants RP

 83,728

 46,466

 Cash Used in Financing Activities

 ( 618,738
)

 ( 1,848,992
)

 Net (Decrease) in Cash, Cash Equivalents and Restricted Cash

 ( 111,877
)

 ( 2,376,501
)

 Cash and Cash Equivalents and Restricted Cash at Beginning of the Period

 2,416,600

 4,793,101

 Cash and Cash Equivalents and Restricted Cash at End of the Period

 $
 2,304,723

 $
 2,416,600

 Supplemental Disclosure of Cash Flow Information

 Cash Paid for Interest

 $
 1,782,489

 $
 1,570,520

 Cash and Cash Equivalents

 1,484,599

 1,420,200

 Restricted Cash

 820,124

 996,400

 Total Cash and Cash Equivalents and Restricted Cash

 2,304,723

 2,416,600

 Supplemental Schedule of Non-Cash Investing and Financing Activities

 Dividends Declared on Series D Preferred Stock

 $

 $

 Issuance of common stock for cashless exercise of warrants

 84,352

 -

 Issuance of common stock for debt

 -

 230,000

 Financing of Insurance Premiums

 1,021,676

 581,393

 See
accompanying notes to these consolidated financial statements.

 F- 6

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Organization
and Description of the Business

 Selectis
Health, Inc ("Selectis" or "we" or the "Company") owns and operates, through wholly-owned subsidiaries
Assisted Living Facilities, Independent Living Facilities, and Skilled Nursing Facilities across the South and Southeastern portions
of the US. In 2019, the Company shifted from leasing long-term care facilities to third-party, independent operators towards an owner
operator model.

 Prior
to the Company changing its name to Selectis Health, Inc., the Company was known as Global Healthcare REIT, Inc. from September 30, 2013,
to May 2021. Prior to this, the Company was known as Global Casinos, Inc. Global Casinos, Inc. operated two gaming casinos which were
split-off and sold on September 30, 2013. Simultaneous with the split-off and sale of the gaming operations, the Company acquired West
Paces Ferry Healthcare REIT, Inc. ("WPF"). WPF was merged into the Company in 2019.

 In
September 2021, the Company rebranded to Selectis Health, Inc., from Global Healthcare REIT, Inc. to better align with the current and
future business model, which is to own and operate its facilities.

 The
Company acquires, develops, leases and manages healthcare real estate, provide financing to healthcare providers, and provide healthcare
operations through our wholly-owned subsidiaries. Our portfolio is comprised of investments in the following healthcare segments: (i)
senior housing (including independent and assisted living) and (ii) post-acute/skilled nursing. We will make investments within our healthcare
segments using the following six investment products: (i) direct ownership of properties, (ii) debt investments, (iii) developments and
redevelopments, (iv) investment management, (v) the Housing and Economic Recovery Act of 2008 ("RIDEA"), which represents
investments in senior housing operations utilizing the structure permitted by RIDEA and (xi) owning healthcare operations.

 Basis
of Presentation

 The
accompanying consolidated financial statements (the Financial Statements) have been prepared in accordance with accounting principles
generally accepted in the United States (GAAP). The Company is the sole member of various consolidated limited liability companies established
to operate various acquired skilled nursing operations, senior living operations and related ancillary services. All intercompany transactions
and balances have been eliminated in consolidation. The Company presents noncontrolling interests within the equity section of its consolidated
balance sheets and the amount of consolidated net income that is attributable to Selectis Health, Inc. and the noncontrolling interest
in its consolidated statements of operations.

 The
consolidated financial statements include the accounts of all entities controlled by the Company through its ownership of a majority
voting interest.

 Use
of Estimates and Assumptions

 The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America ("U.S. GAAP" or "GAAP") requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the reporting periods. Significant estimates included herein relate to the recoverability
of assets, the purchase price allocation for properties acquired, and the fair value of certain assets and liabilities. Actual results
may differ from estimates.

 Management's
Liquidity Plans

 On
August 27, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2014-05, Disclosure of Uncertainties about an Entity's ability to Continue as a Going Concern, which requires management
to assess a company's ability to continue as a going concern within one year from financial statement issuance and to provide related
footnote disclosures in certain circumstances.

 For
the year ended December 31, 2023 the Company had positive operating cash flows of $ 0.5
million and a net working capital deficit of $ 13.2
million. Management is unsure that it will be able to meet its obligations in the next twelve months from the date of these
financial statements. This is, in part due to a $ 11,170,100 in current maturities of our long-term debt occurring during 2024, and
that there are no assurances that the Company will be able to refinance these loans. Based on management's projections of continued operating losses, there
is substantial doubt that the Company can generate positive cashflows from its continued operations.

 F- 7

 Management's plan to address the Company's liquidity issues
includes, focusing on improving occupancy rates at our facilities to bolster revenues, implementing cost cutting measures at both the
facility and corporate level, working with our lenders to extend mortgages and notes that are maturing, and selling off key, underperforming
properties to improve our cash flow.

 These actions should alleviate any substantial doubt about the Company's ability to continue as a going concern as defined by ASU 2014-05.
However, we cannot predict, with certainty, the outcome of our actions to generate liquidity and the failure to do so could negatively
impact our future operations.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

 Restricted
Cash

 Restricted
cash consisted of the following as of December 31:

 SCHEDULE OF RESTRICTED CASH AND CASH EQUIVALENTS

 2023

 2022

 Funds held in escrow under the terms of notes for future capital expenditures, repairs and maintenance

 $
 820,124

 $
 996,400

 Concentration
of Credit Risk

 The
Company maintains deposits in financial institutions that at times exceed the insured amount of $ 250,000 provided by the U.S. Federal
Deposit Insurance Corporation (FDIC). The Company went to an Insured Cash Sweep service (ICS) in 2021. ICS funds are eligible for multi-million-dollar
FDIC insurance that's backed by the full faith and credit of the United States government. Daily cash is swept and deposited to
as many banks as needed that are FDIC insured. This insures no amounts exceed a $ 250,000 balance which is fully insured by the FDIC.
The funds can be tracked by its primary financial institution. New funds can be deposited and withdrawn from that single relationship.
The Company believes the financial institutions it uses are credit worthy and stable. The Company does not believe that it is exposed
to any significant credit risk in cash and cash equivalents or restricted cash.

and Equipment

 In
accordance with purchase accounting guidance established for entities under common control, the property and equipment acquired from
entities under common control are stated at their carrying value on the date of acquisition. Property and equipment not acquired from
entities under common control is recorded at its estimated fair value. Estimated fair value is determined with the assistance from independent
valuation specialists using recent sales of similar assets, market conditions or projected cash flows of properties using standard industry
valuation techniques.

 Upon
acquisition of real estate properties determined to be asset acquisitions, the Company determines the total purchase price of each property
and allocates the purchase price of acquired properties to net tangible and identified intangible assets based on relative fair values.
Fair value estimates are based on information obtained from independent appraisals, other market data, and information obtained during
due diligence period. Acquisition-related costs such as due diligence, legal and accounting fees are included in the purchase price.
Initial valuations are subject to change during the measurement period, but the period ends as soon as the information is available.
The measurement period shall not exceed one year from the date of acquisition.

 F- 8

 Upon
acquisition of business entities and real estate determined to be a business combination, the Company identifies and recognizes the net
tangible and identified intangible assets based on fair values, and net assets as goodwill or gain on bargain purchase. Fair value estimates
are based on information obtained from independent appraisals, other market data, information obtained during due diligence and information
related to the marketing, leasing, and or operating at the specific property. Acquisition-related costs such as due diligence, legal
and accounting fees are expensed as incurred. Initial valuations are subject to change during the measurement period, but the period
ends as soon as the information is available. The measurement period shall not exceed one year from the date of acquisition.

 Any
subsequent betterments and improvements are stated at historical cost. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets, and tenant improvements are depreciated over the remaining term of the lease. Useful lives of the
assets are summarized as follows:

OF PROPERTY PLANT AND EQUIPMENT, ESTIMATED USEFUL LIVES

 Land Improvements

 15 years

 Buildings and Improvements

 30 years

 Furniture, Fixtures and Equipment

 10 years

 Impairment
of Long-Lived Assets

 When
circumstances indicate the carrying value of property and equipment may not be recoverable, the Company reviews the property for impairment.
This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property's
use and eventual disposition. This estimate considers factors such as expected future operating income, market and other applicable trends
and residual value, as well as the effects of leasing demand, competition, and other factors. If impairment exists, due to the inability
to recover the carrying amount of the property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated
fair value of the property and equipment. Estimated fair value is determined with the assistance from independent valuation specialists
using recent sales of similar assets, market conditions or projected cash flows of the property using standard industry valuation techniques.

 Deferred
Loan Costs and Debt Discounts

 Deferred
loan costs are amortized over the life of the related loan using the straight-line method, which approximates the effective interest
method. Amortization expense for the years ended December 31, 2023 and 2022 totaled $ 347,783 and $ 315,983, respectively. Deferred loan
cost amortization is included as a component of interest expense in the consolidated statements of operations.

represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but
is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger
interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit,
or an expectation that the carrying amount may not be recoverable, among other factors.

 The
Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit
is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely
than not that the fair value of the reporting unit is greater than it's carrying amount, an impairment test is unnecessary. If
an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a
reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed
with recording an impairment charge equal to the excess of the carrying value over the related fair value.

 F- 9

 The
Company has recorded Goodwill in connection with business acquisitions during the year ended December 31, 2020 (see Note 9). During the
years ended December 31, 2023 and 2022, the Company recorded no impairment of Goodwill.

 Revenue
Recognition

 Rent
receivables are carried net of an allowance for uncollectible amounts. An allowance is maintained for estimated losses resulting from
the inability of certain tenants to meet the contractual obligations under their lease agreements.

 The
Company's leases may be subject to annual escalations of the minimum monthly rent required under each lease. The accompanying consolidated
financial statements reflect rental income on a straight-line basis over the term of each lease. During the year ended December 31, 2023
the Company did not terminate leases that would result in annual escalations.

 When
the lessee is the owner of any improvements, any lessee improvement allowance that is funded by the Company is treated as a lease incentive
and amortized as a reduction of revenue over the lease term. As of December 31, 2023, and 2022, there were no deferred lease incentives
recorded.

 The
Company recognizes revenue in accordance with ASU 2014-09, " Revenue from Contracts with Customers (Topic 606)," including
subsequently issued updates. Under the accounting guidance our revenues are presented net of estimated allowances, and we no longer present
the contractual allowance as a separate line item on our balance sheet.

 The
Company reviews its calculations for the realizability of gross service revenues monthly to make certain that we are properly allowing
for the uncollectible portion of our gross billings and that our estimates remain sensitive to variances and changes within our payer
groups. The contractual allowance calculation is made based on historical allowance rates for the various specific payer groups monthly
with a greater emphasis given to current trends. This calculation is routinely analyzed by the Company based on actual allowances issued
by payers and the actual payments made to determine what adjustments, if any, are needed.

 Our
revenues generally relate to contracts with patients in which our performance obligations are to provide health care services to the
patients. Revenues are recorded during the period our obligations to provide health care services are satisfied. Our performance obligations
for inpatient services are generally satisfied over periods that average approximately five days, and revenues are recognized based on
charges incurred in relation to total expected charges. The contractual relationships with patients, in most cases, also involve a third-party
payer (Medicare, and Medicaid) and the transaction prices for the services provided are dependent upon the terms provided by the third
party payer or payers. Medicare generally pays for inpatient and outpatient services at prospectively determined rates based on clinical,
diagnostic and other factors. Services provided to patients having Medicaid coverage are generally paid at prospectively determined rates
per discharge, per identified service or per covered member.

 Our
revenues are based upon the estimated amounts we expect to be entitled to receive from patients and third-party payers. Estimates of
contractual allowances under managed care are based upon the payment terms specified in the related contractual agreements.

 F- 10

 Laws
and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Estimated reimbursement amounts
are adjusted in subsequent periods as cost reports are prepared and filed and as final settlements are determined. In relation to certain
government programs, primarily Medicare, this is generally referred to as the "cost report" filing and settlement process.

 Allowance
for Credit Losses

 In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument ("ASU
2016-13"). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses ("CECL")
to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition
of allowances for credit losses. The Company adopted ASU 2016-13 January 1, 2023. We identified trade and ERTC accounts
receivable financial instruments that would be impacted by this adoption.

 As part of the analysis, the Company
determined that all trade accounts receivable were of similar risk. Given the economy and our services provided, we determined the trade
accounts receivable would not be impacted. The Company recorded an allowance of $ 1,874,068
 as of December 31, 2023. This included fully reserving for receivables greater than 90 days. For the year ended December 31, 2023,
the Company recorded $ 1,475,205 on the statement
of operations as a provision for credit losses expense.

 The
CARES Act provides an employee retention credit ("CARES Employee Retention Credit"), which is a refundable tax credit against
certain employment taxes of up to $ 5,000
 per employee for eligible employers. The tax
credit is equal to 50 %
of qualified wages paid to employees during a quarter, capped at $ 10,000
 of qualified wages per employee through December
31, 2020. Additional relief provisions were passed by the United States government, which extend and slightly expand the qualified wage
caps on these credits through December 31, 2021. Based on these additional provisions, the tax credit is now equal to 70 %
of qualified wages paid to employees during a quarter, and the limit on qualified wages per employee has been increased to $ 10,000
 of qualified wages per quarter. The Company qualified
for the tax credit under the CARES Act for qualified wages for the years ended December 31, 2020 and 2021. In February 2023, the Company
submitted filings for CARES Employee Retention Credits totaling $ 6,866,759.
As of December 31, 2023, the Company recorded an employee retention credits receivable of $ 1,257,952.
Upon evaluation of the collectability of this receivable, the Company recorded a full allowance against this receivable and recorded
an expense to provision for credit losses on the statement of operations.

 Stock-Based
Compensation

 The
Company accounts for stock-based compensation in accordance with Accounting Standards Codification ("ASC") ASC 718,
"Compensation-Stock Compensation". ASC 718 requires companies to measure the cost of employee services received in
exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to
recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually
the vesting period. During the years ended December 31, 2023 and 2022, the Company incurred $ 625
and $ 0, respectively of
stock-based compensation.

 Fair
Value Measurements

 The
Company utilizes the methods of fair value measurement as described in ASC 820 to value its financial assets and liabilities. As defined
in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC
820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad
levels, which are described below:

 Level
1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 F- 11

 Level
2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 Level
3 – Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets
or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 A
financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.

 The
Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis as of December
31, 2023, and 2022.

 The
carrying values of cash and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair
value because of the short-term nature of these financial instruments. The carrying value of long-term debt approximates fair value since
the related rates of interest approximate current market rates.

 Upon
acquisition of real estate properties, the Company determines the total purchase price of each property and allocates this price based
on the fair value of the tangible assets and intangible assets, if any, acquired and any liabilities assumed based on Level 3 inputs.
These Level 3 inputs can include comparable sales values, discount rates, and capitalization rates from a third-party appraisal or other
market sources.

 Income
Taxes

 As
previously disclosed in the "Organization and Description of the Business" section of this Note, the Company's focus
has partially shifted from leasing nursing home assets to independent operators toward owning and operating its real estate assets itself.

 The
Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates resulting from new legislation is recognized in income in the period of enactment. A valuation allowance
is established against deferred tax assets when management concludes that the "more likely than not" realization criteria
has not been met. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being
sustained.

 Income
(Loss) Per Common Share

 Basic
earnings per share are based on the weighted-average number of shares of common stock outstanding. FASB ASC Topic 260, "Earnings
per Share", requires the Company to include additional shares in the computation of earnings per share, assuming dilution.

 Diluted
earnings per share are based on the assumption that all dilutive options and warrants were converted or exercised by applying the treasury
stock method and that all convertible preferred stock were converted into common shares by applying the if-converted method. Under the
treasury stock method, options and warrants are assumed to be exercised at the beginning of the period or at the time of issuance, if
later, and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted
method, the preferred dividends applicable to convertible preferred stock are added back to the numerator. The convertible preferred
stock is assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares
are included in the denominator.

 We
calculate basic earnings per share by dividing net income attributable to common stockholders (the "numerator") by the weighted
average number of common shares outstanding (the "denominator") during the reporting period. Diluted earnings per share is
calculated similarly but reflects the potential impact of outstanding options, warrants and other commitments to issue common stock,
including shares issuable upon the conversion of convertible preferred stock outstanding, except where the impact would be anti-dilutive.

 F- 12

 The
following table sets forth the computation of basic and diluted earnings per share:

 SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Numerator for basic earnings per share:

 Net Loss Attributable to Selectis Health, Inc.

 $
)

 $
)

)

)

 Net Loss Attributable to Common Stockholders - Basic

 $
 ( 4,000,982
)

 $
 ( 2,425,813
)

 Numerator for diluted earnings per share:

 Net Loss Attributable to Common Stockholders

)

)

)

)

 Net Loss Attributable to Common Stockholders - Diluted

 ( 4,000,982
)

 ( 2,425,813
)

 Denominator for basic earnings per share:

 Weighted Average Common Shares Outstanding

 Denominator for diluted earnings per share:

 Weighted Average Common Shares Outstanding - Basic

 Effect of dilutive securities:

 -

 -

 Issuance of stock options

 -

 -

 Exercise of warrants

 -

 -

 Weighted Average Common Shares Outstanding - Diluted

 Net Loss per Share Attributable to Common Stockholders:

 Basic

 $
 ( 1.31
)

 $
 ( 0.79
)

 Diluted

 $
 ( 1.31
)

 $
 ( 0.79
)

 Options
to purchase 30,000 shares of common stock were outstanding during the years ended December 31, 2023 and 2022 but were not included in
the computation of diluted earnings per share because they are anti-dilutive due to the options' exercise price being greater than
the average market price of the common shares.

 Recently
Issued Accounting Pronouncements

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income
taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively.
Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on
our consolidated financial statements and disclosures.

 The
FASB and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2023. Management has
carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any other
new or modified principles will have a material impact on the Company's reported financial position or operations in the near term.

 2.
 PROPERTY AND EQUIPMENT, NET

 The
gross carrying amount and accumulated depreciation of the Company's property and equipment as of December 31, 2023 and 2022 are
as follows:

OF PROPERTY PLANT AND EQUIPMENT

 Land

 $
 1,778,250

 $
 1,778,250

 Land Improvements

 329,055

 329,055

 Buildings and Improvements

 44,665,656

 44,659,921

 Furniture, Fixtures and Equipment

 2,483,207

 2,459,138

 Property and Equipment, gross

 49,256,168

 49,226,364

 Less: Accumulated Depreciation

 ( 13,878,450
)

 ( 12,212,251
)

 Less: Impairment

 ( 1,560,000
)

 ( 1,560,000
)

 Property and Equipment,
 net

 $
 33,817,718

 $
 35,454,113

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Depreciation Expense (excluding Intangible Assets)

 $
 1,666,200

 $
 1,792,840

 Cash Paid for Capital Expenditures

 $
 29,805

 $
 222,361

 F- 13

 3.
 DEBT AND DEBT – RELATED PARTIES

 The
following is a summary of the Company's debt and debt – related parties outstanding as of December 31, 2023 and 2022:

 SCHEDULE OF DEBT AND DEBT - RELATED PARTIES

 2023

 2022

 Senior Secured Promissory Notes

 $

 $

 Senior Secured Promissory Notes - Related Parties

 Fixed-Rate Mortgage Loans

 29,570,185

 30,568,677

 Variable-Rate Mortgage Loans

 4,675,585

 4,879,462

 Other Debt, Subordinated Secured

 Other Debt, Subordinated Secured - Related Parties

 Other Debt, Subordinated Secured - Seller Financing

 15,105

 56,051

 Financed Insurance Premiums

 875,027

 235,125

 Debt and Debt – Related Parties, Gross

 37,801,902

 38,405,315

 Unamortized Discount and Debt Issuance Costs

 ( 555,367
)

 ( 810,997
)

 Debt and Debt – Related Parties, Net of Discount

 $
 37,246,535

 $
 37,594,318

 Debt and Debt – Related Parties, Net of Discount

 37,246,536

 $
 37,594,318

 As presented in the Consolidated Balance Sheets:

 Current Maturities of Long Term Debt, Net

 $
 11,170,100

 $
 2,296,830

 Short Term Debt – Related Parties, Net

 Long-Term Debt, Net

 25,176,435

 34,397,488

 Long-Term Debt - Related Parties, Net

 The
weighted average interest rate and term of our fixed rate debt are 4.15 % and 12.16 years, respectively, as of December 31, 2023. The
weighted average interest rate and term of our variable rate debt are 5.75 % and 14.11 years, respectively, as of December 31, 2023.

 The
weighted average interest rate and term of our fixed rate debt are 3.87 % and 12.83 years, respectively, as of December 31, 2022. The
weighted average interest rate and term of our variable rate debt are 3.53 % and 15.25 years, respectively, as of December 31, 2022.

 Corporate
Senior and Senior Secured Promissory Notes

 As
of December 31, 2023, and December 31, 2022, the senior secured notes are subject to annual interest ranging from 10 % to 11 % with an
original maturity date of October 31, 2021. These notes were extended to June 30, 2023 and as consideration the Company modified the
outstanding warrants to extend the life an additional 1.67 years. As a result of the warrant modification, the Company recorded the incremental
increase in fair value of $ 844,425 as a debt discount which will be amortized over the new life of the notes.

 In
2017, $ 600,000 in notes were sold and issued, of which $ 425,000 were to related parties. On December 31, 2017, there were outstanding
an aggregate of $ 1.2 million in senior secured notes. The maturity date of all the senior secured notes was extended to December 31,
2018 prior to their original maturity date. For every $10.00 in principal amount of note, investors got one warrant exercisable for one
year to purchase an additional share of common stock at an exercise price of $ 7.50 per share. The warrants have a cashless exercise provision
and were valued using the Black-Scholes pricing model. The maturity date of the 120,000 warrants issued along with the notes was extended
to December 31, 2018, 225,000 warrants of which occurred in 2018. As of December 31, 2019, the Company had not renewed or repaid $ 125,000
in 10 % notes with a maturity date of December 31, 2018, and those notes were technically in default. Effective January 28, 2020, the
Company exchanged $ 100,000 in outstanding senior secured 10 % Notes and Warrants that had matured on December 31, 2018 for 11 % Senior
Secured Promissory Notes and issued 10,000 cashless exercise warrants for purchase of company stock at $ 5.00, expiring October 31, 2021.
As of December 31, 2020, the Company had not renewed or repaid $ 25,000 in 10 % notes with a maturity date of December 31, 2018. While
this is technically in default, the Company continues to make interest payments to the noteholder.

 In
October 2017, the Company sold an aggregate of $ 300,000 in senior unsecured notes. The notes bear interest at the rate of 10 % per annum
and were due in October 2020. For every $10.00 in principal amount of note, investors got one warrant exercisable for one year to purchase
an additional share of common stock at an exercise price of $ 7.50 per share. The warrants have a cashless exercise provision. On September
30, 2020, the Company repaid $ 150,000 of 10 % Senior Unsecured Notes that matured October 31, 2020. Effective October 31, 2020, the Company
exchanged $ 150,000 in outstanding Senior Unsecured 10 % Notes and Warrants that had matured on October 31, 2020 for 11 % Senior Secured
Promissory Notes and issued 15,000 cashless exercise warrants for purchase of the Company's common stock at $ 5.00 per share, expiring
 October 31, 2021.

 In
October 2018, the Company, through a registered broker-dealer acting as Placement Agent, undertook a private offering to accredited investors
of Units, each Unit consisting of an 11 % Senior Secured Note, due in three years, (October 31, 2021) and one Warrant for each $10.00
in principal amount of Note exercisable for three years to purchase a share of Common Stock at an exercise price of $ 5.00 per share.
The Company and the Placement Agent completed the Offering in December 2018 having sold an aggregate of $ 1,160,000 in Notes and Warrants.
The net proceeds to the Company were $ 1,092,400, after deducting Placement Agent fees of $ 67,600, and issued 11,100 warrants to the Placement
Agent with $ 21,453 of the fair value of the warrants recorded as loan cost. The Offering also included the exchange of an aggregate of
$ 1.075 million in outstanding senior secured 10 % Notes and Warrants for Units in the Offering. No proceeds were realized from the exchange
and no fees were paid to the Placement Agent for such exchanges. During 2018, among the $ 1.075 million senior secured notes that were
extended to October 31, 2021 by virtue of the exchange, $ 875,000 were to related parties.

 On
January 17, 2020, the Board of Directors agreed to increase the total offering amount and extend the period of its 2018 Offering of 11 %
Senior Secured Notes. The total amount of the Offering has been increased to $ 2,500,000 and the offering period will continue until terminated
by the Board of Directors. Effective February 5, 2020 and March 3, 2020, the Company completed the sale of $ 60,000 and $ 100,000, respectively,
of Units in the Offering. The sale of $ 100,000 Units on March 3, 2020 was to a related party. In connection with the sale of the Units
on February 5, 2020 and March 3, 2020, the Company issued 6,000 and 10,000, respectively, cashless exercise warrants for purchase of
company stock at $ 0.50, expiring October 31, 2021. Effective October 31, 2020 the Company completed the exchange of $ 150,000 of Units
in the Offering for matured Senior Unsecured notes. In connection with the exchange of the Units effective October 31, 2020, the Company
issued 15,000 cashless exercise warrants for purchase of company stock at $ 5.00, expiring October 31, 2021. No fees or commissions were
paid on the sale of the Units. The proceeds were used for general working capital.

 Effective
June 27, 2023, pursuant to an Allonge and Modification Agreement a Majority in Interest of the senior secured note holders agreed to
extend the maturity date of the notes to December 31, 2024, relying upon an Agreement Among Lenders to which all noteholders are a party.
As consideration effective July 1, 2023, the annual interest rate increased to 11 % and the Company issued a new warrant for every $ 10
in principal totaling 177,500 of new warrants with an exercise price of $ 5 and an expiration date of December 31, 2024. As a result of
the new warrants, the Company recorded the incremental increase in fair value of $ 84,352 as a debt discount which is being amortized
over the life of the notes.

 On
March 29, 2023, the Company entered into a short-term subordinated secured promissory note of $ 501,006. This note accrued interest at
 6.75 % and originally matured on July 5, 2023. The Company extended this note to September 5, 2023, accruing interest at 7.5 %. This note
and all accrued interest was repaid on September 5, 2023.

 F- 14

Loans and Lines of Credit Secured by Real Estate

loans and other debts such as lines of credit are collateralized by all assets of each nursing home property and an assignment of its
rents. Collateral for certain mortgage loans includes the personal guarantee of a former but no longer related party, or corporate guarantees.
Mortgage loans for the periods presented consisted of the following:

 SCHEDULE OF MORTGAGE LOAN DEBT

 Total Principal Outstanding as of

 State

 Number of Properties

 Total Face Amount

 Arkansas (1)

 $
 5,000,000

 $
 3,739,786

 $
 3,910,767

 Georgia (2)

 $
 17,765,992

 $
 15,457,026

 $
 16,019,874

 Ohio

 $
 3,000,000

 $
 2,563,000

 $
 2,649,400

 Oklahoma (3)

 $
 13,181,325

 $
 12,485,958

 $
 12,868,098

 $
 38,947,317

 $
 34,245,770

 $
 35,448,139

 (1)

 The mortgage loan collateralized
 by this property is 80 % guaranteed by the USDA and requires an annual renewal fee payable in the amount of 0.25 % of the USDA guaranteed
 portion of the outstanding principal balance as of December 31 of each year. Guarantors under the mortgage loan include Christopher
 Brogdon. Mr. Brogdon has assumed operations of the facility and is making payments of principal and interest on the loan on our behalf
 in lieu of paying rent on the facility to us, until a formal lease can be put in place. During the years ended December 31, 2023
 and 2022, the Company recognized other income of $ 170,981 and $ 143,219, respectively for repayments on the loan.

 (2)

 The Company refinanced
 two of its mortgages that would have matured in June and October of 2021 amounting to $ 2,961,167 and $ 3,289,595, to extend their
 maturity dates to May 2024 for both.

 (3)

 The Company refinanced
 all three mortgages in July 2021, that would have matured in June and July of 2021 amounting to $ 2,065,969 and $ 750,000, $ 500,000,
 to extend their maturity dates to June 2027 for all three. Additionally, the Company has refinanced the primary mortgage at the Southern
 Hills Campus, for 35 years at 2.38 %.

 Subordinated,
Corporate, and Other Debt

 Other
debt due at December 31, 2023 and 2022 includes unsecured notes payable issued to entities controlled by the Company used to facilitate
the acquisition of the nursing home properties.

 SCHEDULE OF OTHER DEBT

 Total Principal Outstanding as of

 Face

 2023

 2022

 Stated Interest Rate

 Maturity
 Date

 Goodwill Nursing Home

 $
 2,030,000

 $

 $

 13% Fixed

 1-Apr-24

 Goodwill Nursing Home – Related Party

 $

 13% Fixed

 30-Nov-25

 Higher Call Nursing Center (1)

 15,105

 56,051

 8% Fixed

 1-Apr-24

 $
 2,330,000

 $
 906,105

 $
 947,051

 (1)

 In connection with the
 acquisition of Higher Call, the Company executed a promissory note in favor of the Seller, Higher Call Nursing Center, Inc., in the
 principal amount of $ 150,000 which accrues interest at the rate of 8 % per annum and is payable in equal monthly installments, principal
 and interest. This note is secured by a corporate guaranty of Global.

 Our
corporate debt at December 31, 2023 and December 31, 2022 includes unsecured notes and notes secured by all assets of the Company not
serving as collateral for other notes.

 SCHEDULE OF UNSECURED NOTES AND NOTES SECURED BY ALL ASSETS

 Total Principal Outstanding as of

 Series

 Face

 2023

 2022

 Stated Interest Rate

 Maturity
 Date

 10% Senior Secured Promissory Notes

 $
 1,255,000

 $

 $

 10% Fixed

 30-Jun-24

 10% Senior Secured Promissory Notes – Related Party

 $

 10% Fixed

 31-Dec-24

 $
 2,005,000

 $
 1,775,000

 $
 1,775,000

 Cash
payments on debt totaled $ 695,566 and $ 1,865,458 for the years ended December 31, 2023 and 2022, respectively. Amortization expense for
deferred loan costs and debt discounts totaled $ 347,783 and $ 315,983 for the years ended December 31, 2023 and 2022, respectively.

 F- 15

 Future
maturities and principal payments of all notes payable listed above for the next five years and thereafter are as follows:

 SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE

 Year Ending December 31

 2024

 $
 12,625,468

 2025

 7,579,734

 2026

 601,466

 2027

 1,546,429

 2028 and Thereafter

 15,448,807

 Total

 $
 37,801,903

 4.
 OTHER CURRENT LIABILITIES

 During
the year ended December 31, 2021, the Company received an overpayment from Medicare of $ 931,446 for which the liability was paid in full
as of December 31, 2022.

 5.
 STOCKHOLDERS' EQUITY

 Preferred
Stock

 The
Company has authorized 10,000,000 shares of preferred stock. These shares may be issued in series with such rights and preferences as
may be determined by the board of directors.

 Series
A Convertible Redeemable Preferred Stock

 The
Company's Board of Directors has authorized 2,000,000 shares of $ 2.00 stated value, Series A Preferred Stock. The preferred stock
has a senior liquidation preference value of $ 2.00 per share and does not bear dividends.

 As
of December 31, 2023, and 2022, the Company has 200,500 shares of Series A Preferred Stock outstanding.

 Series
D Convertible Preferred Stock

 The
Company has established a class of preferred stock designated "Series D Convertible Preferred Stock" (Series D preferred
stock) and authorized an aggregate of 1,000,000 non-voting shares with a stated value of $ 1.00 per share. Holders of the Series D preferred
stock are entitled to receive dividends at the annual rate of 8 % based on the stated value per share computed on the basis of a 360-day
year and twelve 30-day months. Dividends are cumulative, shall be declared quarterly, and are calculated from the date of issue and payable
on the 15th day of April, July, October, and January. The dividends may be paid, at the option of the holder either in cash or by the
issuance of shares of the Company's common stock valued at the market price on the dividend record date. Shares of the Series D
preferred stock are redeemable at the Company's option. At the option of the holder, shares of the Series D preferred stock plus
any declared and unpaid dividends are convertible to shares of the Company's common stock at a conversion rate of $ 1.00 per share.

 As
of December 31, 2023, and 2022, the Company had 375,000 shares of Series D Preferred Stock outstanding.

 For
years ended December 31, 2023, and 2022, the Company declared $ 30,000 and $ 30,000 in preferred dividends, respectively. During the years
ended December 31, 2023, and 2022, the Company paid $ 6,900 and $ 30,000, respectively, for Series D preferred stock dividends. Dividends
declared of $ 7,500 were accrued as of December 31, 2021, were paid in 2022. Declared dividends of $ 7,500 were accrued as of December
31, 2022 and were paid in 2023.

 Common
Stock

 The
Company's Board of Directors has authorized 50,000,000 shares of $ 0.05 par value, Common Stock. As of December 31, 2023, and 2022,
the Company has 3,054,587 shares of common stock outstanding, respectively.

 F- 16

 There
were no repurchases performed in the 2023 year.

 Common
Stock Warrants

 As
of December 31, 2023, and December 31, 2022, the Company had 177,500 and 206,000, respectively, of outstanding warrants to purchase common
stock at a weighted average exercise price of $ 5.00 and $ 5.00, respectively, and weighted average remaining term of 0.5 years and 1.67
years, respectively. The aggregate intrinsic value of common stock warrants outstanding as of December 31, 2023, and December 31, 2022
was $ 0.

 SCHEDULE OF COMMON STOCK WARRANTS ACTIVITY

 Year Ended December 31,

 2023

 2022

 Weighted Average

 Weighted Average

 Warrants

 Exercise Price

 Warrants

 Exercise Price

 Beginning Balance

 206,000

 $
 5.00

 206,000

 $
 5.00

 Issued

 177,500

 -

 -

 -

 Cancelled

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Expired

 ( 206,000
)

 -

 -

 -

 Ending Balance

 177,500

 $
 5.00

 206,000

 $
 5.00

 Common
Stock Options

 On
January 6, 2022, the Company issued a three-year option to purchase 30,000 shares of our common stock at $ 6.00 per share. As of December
31, 2023 and December 31, 2022, the Company had a total of 30,000 outstanding options to purchase common stock. The aggregate intrinsic
value of common stock options outstanding as of December 31, 2023, and December 31, 2022 was $ 0.

 SCHEDULE OF COMMON STOCK OPTIONS ACTIVITY

 Year Ended December 31,

 2023

 2022

 Weighted Average

 Weighted Average

 Options

 Exercise Price

 Options

 Exercise Price

 Beginning Balance

 $
 6.00

 $
 6.00

 Issued

 -

 -

 -

 -

 Cancelled

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Expired

 -

 -

 -

 -

 Ending Balance

 $
 6.00

 $
 6.00

 6.
 FACILITY LEASES

 The
following table summarizes our leasing arrangements related to the Company's healthcare facilities at December 31, 2023:

 SCHEDULE OF LEASING ARRANGEMENTS

 Monthly

 Lease

 Facility

 Lease Income (1)

 Expiration

 Renewal Option if Any

 Goodwill Hunting LLC (1)

 $
 52,976

 February 1, 2027

 Term may be extended for one additional five-year term

 (1)

 The lease became effective
 on February 1, 2017, and the facility began generating rental revenue thereafter.

 F- 17

 Lessees
are responsible for payment of insurance, taxes, and other charges while under the lease. Should the lessees not pay all such charges
as required under the leases, or if there is no tenant, the Company may become liable for such operating expenses. We have been required
to cover those expenses at Glen Eagle as well as the Southern Hills SNF, ALF and ILF, Meadowview, Higher Call, Edwards, Fairland, Sparta,
and Warrenton properties.

 Future
cash payments for rent to be received during the initial terms of the leases for the next five years and thereafter are as follows:

 SCHEDULE OF FUTURE CASH PAYMENTS FOR RENT RECEIVED DURING INITIAL TERM OF LEASE

 As of December 31,

 2024

 643,401

 2025

 651,954

 2026

 660,665

 2027 and Thereafter

 55,116

 Total

 $
 2,011,136

 7.
 INCOME TAXES

 The
following is the breakdown of the Company's income tax expenses:

 SCHEDULE OF INCOME TAX EXPENSES

 Income Tax Expense:

 2023

 2022

 Current Federal

 $
 -

 $
 -

 Current State

 -

 -

 Current Income Tax Expenses

 -

 -

 Deferred Federal

 -

 -

 Deferred State

 -

 -

 Deferred Income Tax Expense

 -

 -

 Total Income Tax Expense

 -

 -

 The
Company and its subsidiaries are subject to income taxes on income arising in, or derived from, the tax jurisdictions in which they operate.
The Company files federal, Alabama, Arkansas, Colorado, Georgia, and Oklahoma income tax returns. The Company is current with all its
federal and state tax filings. The 2020 through 2023 tax years generally remain subject to examination by the IRS and various state taxing
authorities, although the Company is not currently under examination in any jurisdiction.

 The
following is a reconciliation of the federal statutory tax rate and the effective tax rate as a percentage for the years ended December
31, 2023 and 2022:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 Statutory Federal Income Tax Rate

 %

 %

 Prior Year True-ups

 ( 22
)%

 ( 89
)%

 Permanent Difference

 %

 ( 4
)%

 State Taxes

 %

 %

 Change in Valuation Allowance

 ( 42
)%

 %

 Effective tax rate

 -
 %

 -
 %

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

 The
components of deferred tax assets as of December 31, 2023 and 2022 are as follows:

OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred Tax Assets:

 Net Operating Loss Carryforwards

 $
 2,781,168

 $
 2,296,982

 Impairment Loss on Long Term Assets

 390,295

 393,026

 Interest Expense

 485,044

 -

 Bad Debt Allowance

 545,768

 -

 Deferred Tax Assets

 4,202,275

 2,690,008

 Deferred Tax Liabilities:

 Property and Equipment

 ( 1,391,332
)

 ( 1,502,934
)

 Other

 ( 9,478
)

 ( 8,807
)

 Deferred Tax Liabilities

 ( 1,400,810
)

 ( 1,511,741
)

 Valuation Allowance

 ( 2,801,465
)

 ( 1,178,267
)

 Net Deferred Tax Asset

 $
 -

 $
 -

 F- 18

 The
valuation allowance at December 31, 2023 and 2022 was primarily related to federal net operating loss carryforwards that, in the judgment
of management, are not more-likely-than-not to be realized. In assessing the realizability of deferred tax assets, management considers
whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback
and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. Based upon the level
of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible,
management believes it is more-likely-than-not that the Company will not realize the benefits of these deductible differences, net of
the existing valuation allowance at December 31, 2023.

 As
of December 31, 2023 and 2022, the Company has $ 10,208,276 and $ 4,223,130 federal net operating losses, among which, if not used, $ 630,913
and $ 630,913 would begin to expire starting 2037. The remaining $ 9,577,363 net operating losses are subject to the 80% taxable income
limitation. As of December 31, 2023 and 2022, the Company has $ 15,670,635 and $ 10,467,971 state net operating losses

 When
more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization of
net operating loss carry forwards in the years following the change in ownership. In September 2013, the Company had a split-off, in
which the business activities changed from gaming casinos into real estate related to long-term care. The Company determined that the
pre-2013 net operating losses of $ 4,047,175 were subject to the limitation set forth under Internal Revenue Code Section 382 and thus
wrote off such net operating losses in 2022. No determination has been made regarding whether another ownership change had occurred during
2014 and 2023.

 We
have evaluated whether there were material uncertain tax positions requiring recognition in our financial statements. During the period
of 2016 to 2021, the Company had recorded bad debt allowances that should have had been adjusted on income tax returns but were not.
Consent from the IRS is needed to change the accounting method on tax treatment of bad debt allowance. As of December 31, 2021, the Company
has $ 1,901,203 bad debt allowance. The Company recognized $ 0 uncertain tax liability in the calculation of deferred tax assets from NOL.
When filing its 2022 income tax return, the Company submitted an application to change the accounting method on bad debt allowance. The company policy is to treat tax-related
interest and penalties as income tax expense. As of December
31, 2023, the Company did not identify any other uncertain tax position.

 The
following table summarizes the activity related to the Company's gross unrecognized tax liabilities:

OF UNRECOGNIZED TAX LIABILITIES

 2023

 2022

 Unrecognized tax liabilities, beginning of the year

 $
 454,439

 $
 -

 Increase (decrease) related to prior year tax positions

 ( 454,439
)

 478,988

 Increase (decrease) related to current year tax positions

 -

 ( 24,549
)

 Unrecognized tax liabilities, end of the year

 -

 454,439

 8.
 GOODWILL

is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying amount. During the years ended December 31, 2023 and 2022,
the Company recorded no impairment of Goodwill.

 Following
is a summary of goodwill for the years ended December 31, 2023 and 2022:

OF ACTIVITIES IN GOODWILL

 Balance, December 31, 2021

 $

 Goodwill acquired in 2022

 -

 Balance, December 31, 2022

 Goodwill acquired in 2023

 -

 Balance, December 31, 2023

 $

 F- 19

 9.
 LEGAL PROCEEDINGS

 The
Company and/or its affiliated subsidiaries are or were involved in the following litigation:

 Thomas
v. Edwards Redeemer Property Holdings, LLC, et.al., District Court for Oklahoma County, Oklahoma, Case No. CJ 2016-2160.

 This
action arises from a personal injury claim brought by heirs of a former resident of our Edwards Redeemer facility, filed in April 2016.
We are entitled to indemnification from the lease operator and should be covered under the lease operator's general liability policy.
As we are not the operators of the facility and believe we have indemnity coverage, we believe we have no exposure. The lease operator's
insurance carrier is providing a defense and indemnity and, as a result, we believe the likelihood of a material adverse result is remote.

 Oliphant
v. Global Eastman, LLC, et.al., State Court of Cobb County, State of Georgia, Civil Action No. 20-A-3983

 This
is a personal injury lawsuit against various defendants arising out of the death of a patient of the Eastman Healthcare & Rehab Center
(the "Facility"). At all relevant times, the Facility was owned by the Company's wholly owned subsidiary Dodge NH,
LLC and leased to Eastman Health & Rehab LLC, an affiliate of Cadence Healthcare, as lease operator. Neither the Company nor any
affiliate of the Company had any involvement in patient care at the time of the incident for which complaint was made. The Company relies
upon well-settled Georgia law that a landlord has no liability for patient care. The landlord is Dodge NH, LLC. Global Eastman, LLC was
not formed as a legal entity during the period of the incident and did not assume the past liabilities as part of the OTA with the receivership
of Eastman Healthcare & Rehab LLC which was effective July 1, 2020. Global Eastman LLC was formed on November 21, 2019. Plaintiff
has dismissed these claims with prejudice, and the Company has filed a Motion to be awarded attorney's fees and costs.

 Lawson
v. C.R.M of Warrenton, LLC d/b/a Warrenton Health and Rehab; ATL/WARR, LLC; Selectis Warrenton, LLC, et.al., Superior Court of Warren
County, State of Georgia, Civil Action No. 23CV0076.

 This
is a personal injury lawsuit filed on June 14, 2023 against various defendants arising out of the death of a patient of the Warrenton
Health and Rehab Facility located in Warren, Georgia (the "Facility"). The Facility is owned by the Company's wholly-owned
subsidiary ATL/Warr, LLC. At all relevant times, the Facility was leased and operated by a third party C.R.M. Warrenton, LLC under an
operating lease. Neither the Company nor any affiliate of the Company had any involvement in patient care at the time of the incident
for which complaint was made. The Company relies upon well-settled Georgia law that a landlord has no liability for patient care. Subsequent
to the patient care complained of the Company entered into an Operations Transfer Agreement with the lease operator and assumed operating
control of the Facility through a new subsidiary, Selectis Warrenton, LLC. The Company believes its exposure in this matter is de minimus
and has referred the litigation to its insurance company for management.

 Hines v. Global Abbeville LLC, d/b/a Glen Eagle, et al, Superior Court
of Warren County, State of Georgia, Civil Action No.2023-CV-094

 This is a personal injury lawsuit filed on September 11, 2023 against various
defendants arising from injuries several months after being admitted to the Glen Eagle facility. The complaint alleges that the facility
was negligent in the care administered to the plaintiff which resulted in the injuries, which the Company denies. The Company has referred
the litigation to its insurance company for management and believes that its exposure in this matter is de minimus.

 Hunter v. Global Abbeville LLC, d/b/a Glen Eagle, et al, State Court
of Fulton County, State of Georgia

 This is a wrongful death lawsuit filed
on June 20, 2023 against various defendants alleging negligence that led to the death of the plaintiff's mother who had been admitted
to the facility. The complaint alleges that the plaintiffs deviated from the standard of care that caused injuries that ultimately led
to the death of the patient, which the Company denies. The Company has referred the litigation to its insurance company for management
and believes that its exposure in this matter is de minimus.

 F- 20

 SIGNATURES

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

 SELECTIS HEALTH, INC.

 Date: April 15, 2024

 By:

 /s/ Adam
 Desmond

 Adam Desmond

 Interim Chief Executive 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.

 SIGNATURE

 TITLE

 DATE

 /s/
 Adam Desmond

 Adam Desmond

 Director and Interim
 Chief Executive Officer (Principal Executive Officer)

 /s/James
 W Creamer III

 James W Creamer III

 Interim Chief Financial
 Officer (Principal Executive Officer)

 /s/ Clifford
 Neuman

 Clifford Neuman

 /s/ Andy
 Sink

 Andy Sink

 /s/ David
 J Furstenberg

 David J Furstenberg