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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from ______ to_______

 Commission
file number: 0-19041

Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 30-1104301

 (State
 of

 Incorporation)

 (I.R.S.
 Employer

 Identification
 No.)

 Northpoint Parkway, Suite 302, West Palm

 Beach,
 FL

 33407

 (Address
 of Principal Executive Offices)

 (ZIP
 Code)

 Registrant's
telephone number, including area code: (929) 379-6503

 Securities
Registered Pursuant to Section 12(g) of The Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of each Exchange on

 Which
 Registered

 Common
 Stock, $0.0001 Par Value

 USAQ

 NA

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 Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-
 accelerated filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7562(b)) by the registered
public accounting form that prepared or issued its audit report

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.

 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 o cers during the relevant recovery period pursuant to §240.10D-1(b).

 On
June 30, 2023, the aggregate market value of our common stock held by non-affiliates was $ 882,578 based on 5,963,363 shares of common
stock held by non-affiliates and a price of $0.148 per share, the closing price of our common stock on June 30, 2023.

 On
March 26, 2024, the Registrant had 10,215,508 shares of common stock outstanding.

 TABLE
OF CONTENTS

 Item

 Description

 Page

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 5.

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

 ITEM
 7.

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

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

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

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 Cautionary
Statement regarding Forward-Looking Statements

 This
Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations
and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
about our Company, our products, the markets in which we compete and general economic conditions that may cause actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such
as "may," "will," "should," "could," "would," "expect," "plan,"
"anticipate," "believe," "estimate," "continue," or the negative of such terms or other
similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in
this Annual Report on Form 10-K and in our other Securities and Exchange Commission filings.

 PART
I

 ITEM
1. BUSINESS.

 Background

 We
are a medical device technology and software as a service (SaaS) company focused on enabling primary care physicians (PCP's) and
other healthcare providers to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic
disease as well as provide preventive care through reimbursable procedures. In some cases, the products we provide our physician clients
will enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing
them to increase their practice revenue. As part of our mission, we are providing PCPs and other healthcare providers with the software,
training and devices necessary to allow them to treat their patients using value-based healthcare, informatics and personalized medicine.
Our digital healthcare, clinical decision support and point of care solutions also support non face to face remote patient and therapeutic
monitoring, to address chronic care and preventive medicine and are reimbursable to the medical practice.

 Based
on the success of PCPs using our Quality Health System Lab Expert System ("QHSLab") digital healthcare platform combined
with our Allergi End product line, we intend to increase our revenues by charging physicians a monthly subscription fee for
the use of QHSLab and soliciting additional PCPs to increase their revenues by using our proven revenue generating QHSLab and Allergi End
line of products. We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that PCPs
and other healthcare providers can use and prescribe in their practices. In all cases, providers will be paid under existing government
and private insurance programs, based upon analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

 Industry

 The
healthcare industry has yet to experience the improvements in outcomes, access, and cost-effectiveness that have transformed many other
industries through the use of digital technologies. In an effort to address a worsening pandemic of chronic diseases associated with
aging populations, technology companies are now contributing innovative solutions that enhance chronic and preventive care management
through the structured capture, storage and analysis of large quantities of patient data, and remote monitoring digital applications
to reduce the burden of care on healthcare systems.

 Digital
medicine products utilizing sophisticated software to capture, store, analyze and access patient data, can be used independently or in
concert with pharmaceuticals, biologics, devices, or other products to optimize patient care and health outcomes. A key component of
digital medicine is the analysis of raw patient data, including physiological, psychological and environmental signals or responses to
digital health risk assessments to provide the physician with result-oriented output to support their clinical decision making and better
coordinate patient care and treatment.

 Digital
Therapeutics or digital behavioral health, that is, the use of digital medicine products to assess a patient's state of health
and wellbeing and monitor progress in response to recommended lifestyle changes, medication adherence and treatment regimens, is considered
a treatment in its own right, and may be reimbursable depending upon a patient's health condition and diagnosis, giving health-care
providers an economic incentive to engage in digital healthcare. We have added and intend to continue to add features to our QHSLab platform
which allow PCPs to engage in digital medicine for which they have been and will be reimbursed.

 Our
Operating Model

 Our
mission is to enhance the quality of life of individuals and populations through physician-directed digital medicine and innovative,
artificial intelligence (AI) enhanced preventive health technologies.

 Value
 Based. The Company provides tools that enhance health care for patients while lowering costs to insurance providers and corporate
 America and allowing physicians to increase their practice revenues.

 Patient
 Centered. Our products streamline the relationship between physicians and their patients, providing a high quality experience
 for patients, and increasing the value provided to them during care.

 Time
 Saving. Physicians can maximize face-to-face office visits and non-face-to-face patient education while generating additional
 revenue through reimbursable preventative services.

 Prevention
 Focused. Our products are designed to promote prevention, early detection, management, and reversal of chronic diseases.

 QHSLab
Expert System

 We
have developed and are constantly upgrading our high-level, fully automated cloud-based SaaS system named the QHSLab which provides physicians
and healthcare organizations with the ability to capture and store patient information electronically in a secure database. The patients'
data is analyzed by specific and proprietary algorithms, assisting the physician in making a diagnosis and prescribing a course of treatment
and appropriate care coordination. We provided physicians at practices which use QHSLab with analytical tools to diagnose and treat allergies
and asthma which allowed them to increase revenues by expanding the breadth of their practices. Our focus for the immediate future, is
to increase the number of physicians utilizing the QHSLab platform, to charge users a monthly fee, to expand the number of diagnostic
algorithms and health risk assessments incorporated into QHSLab and to add features which allow PCPs to engage in reimbursable forms
of digital medicine, thereby enabling general practice physicians to increase their revenues.

 Our
QHSLab Expert System is capable of handling large quantities of data, without compromising security, accuracy or precision. We can set
parameters to accommodate prospective client physician and healthcare organizations' policies and easily deal with significant
increases in user workload. Our cloud-based software and IT system scales to allow a virtually unlimited number of user sessions to be
activated. By utilizing a set, well-known path built into our cloud server infrastructure our QHSLab is not only capable of scaling to
a large number of users, but is also built on a globally-scalable architecture, allowing us to deliver high availability to users in
just about any geographic region.

 The
importance of identifying particular health risks and the indicators of the risks to be identified vary between different healthcare
settings and sectors. Some require psychological data while others require a detailed medical history and list of medications. The data
collected and analyzed by our QHSLab and the feedback provided to a physician can be tailored to provide the physician with an individualized
assessment tailored to his practice.

 Advantages
of the QHSLab Expert System

 QHSLab
has the potential to play the same role in behavioral medicine and lifestyle interventions that pharmacological interventions play in
biological medicine. It will help physicians and healthcare organizations overcome barriers preventing adoption of behavioral and therapeutic
change programs for health promotion and disease prevention through easy to use applications.

 Through
purposeful design, the QHSLab Expert System:

 Conducts
 a comprehensive assessment of patient behaviors, lifestyle and disease risk;

 Integrates
 into existing physician and healthcare interventions;

 Collects
 and compiles relevant, empirical data;

 Utilizes
 this information for decision making;

 Accounts
 for individual differences yet is appropriate for whole populations;

 Provides
 guidelines for consistent decisions;

 Demonstrates
 flexibility by allowing new variables to be added;

 Requires
 relatively low-skilled IT involvement in assessment or patient program development; and

 Maximizes
 revenue by providing less costly 'digital' alternatives to face-to-face interactions.

 Our
interventions are ideal for population-based approaches. We provide an efficient means of screening. Upon development, our interactive
AI based programs will branch into in-depth assessment when a problem area is identified. QHSLab currently includes a large array of
lifestyle improvement interventions that can be matched to individual user requirements.

 QHSLab
has incorporated a wide variety of digital healthcare intervention programs including allergies and asthma, mental health, musculoskeletal
health and pain, hypertension, sleep disorders, dietary assessments, weight loss and much more. Our AI driven approaches will range from
patient treatment seeking interventions and motivational materials for participants in early stages of behavioral change to more detailed
advice and support for participants in later stages of behavioral change. As a participant progresses (or regresses), different intervention
materials will be available.

 Our
system provides an automated recording device so that minimal amounts of progress can be detected and reinforced. Gathering data through
automation provides an extensive empirical data base that can be used to both serve the participant and provide an evaluation of the
effectiveness of the treatment regimen. Since health risk prevention can be very expensive in terms of the resources required to provide
services to all participants, QHSLab represents a far less costly alternative.

 An
article in the Journal of the American Medical Association (JAMA) titled 'Assessment of an Interactive Digital Health–Based
Self-management Program to Reduce Hospitalizations Among Patients With Multiple Chronic Diseases' reported on the success achieved
by physicians utilizing a research system similar to QHSLab. The randomized clinical trial found that "among participants who received
the internet chronic disease management intervention, fewer were admitted to the hospital" and "digital health interventions
supporting patient self-management and self-monitoring has the potential to augment primary care among patients with multiple chronic
diseases and co-morbidities."

 Physicians
are seeking preventive and chronic care management tools for their medical decision making and patient care, including non-face to face
asynchronous interventions and easy to incorporate workflow digital screenings. Today, independent physicians and their practices desire
digital health relationships that meet all their needs and those of their patients, instead of having to incorporate multiple limited
services from numerous digital health companies. Physicians don't have time to pick and choose among different digital health systems.
QHSLab solves this problem especially for the primary care provider.

 Allergi End

 The
first point of contact for most allergy patients is their primary care doctor or pediatrician. There are approximately 60 million Americans
affected by allergic disorders, yet there are fewer than 3,000 practicing Board Certified Allergists and approximately 2,400 Board Certified
Otolaryngologists specializing in allergy or approximately 1 specialist for every 11,000 allergy sufferers. It is estimated that the
number of full-time equivalent (FTE) allergists/immunologists will decline about 7 percent in coming years. Meanwhile, demand for the
services these physicians provide is projected to increase by 35 percent over the foreseeable future.

 Only
a limited number of primary care physicians have sufficient training to diagnose and treat allergy-suffering patients in their offices.
The primary care provider is managing many forms of chronic diseases today that in the past were in the specialist domain, while allergies
have remained the exception. We believe there is a need to equip primary care physicians, physician assistants, nurse practitioners,
and nurses with the ability to diagnose and treat allergy sufferers and that this need provides a strong economic opportunity for the
Company.

 The
Allergi End system empowers allergist primary care providers with means to test patients for a broad spectrum of allergens
within the confines of their office, thereby enabling the physician to identify the specific cause of the patient's allergies which
can lead to targeted allergen immunotherapy treatment as opposed to merely masking symptoms with various anti-histamines. The product
line consists primarily of a disposable, one-time use set of FDA cleared and patented skin test applicators and a unique patented test
tray for use with the test applicators.

 As
part of our service, we provide physicians and their staff with the know-how and training in allergy screening via the QHSLab digital
medicine platform, skin test confirmation of the particular allergen causing the allergy symptoms and targeted allergen immunotherapy
necessary to enable the physician to desensitize positive allergic patients, thereby treating the cause of the allergies, not merely
the symptoms. Allergi End allergen immunotherapies are pharmacy compounded preparations provided by a contract pharmacy in
response to prescriptions given by the treating physicians that slowly expose the patient to small doses of the allergen culprit, either
via subcutaneous injections in the doctor's office or through convenient at home sublingual (under the tongue) oral drops. This
approach is similar, if not identical, to that used by allergists the world over for many years. This builds the body's immune
system to the allergens, thereby overcoming the patient's excessive reaction to allergens that were previously causing allergy
symptoms. Allergen Immunotherapy practiced safety is the only known method of treatment that leads to prolonged tolerance to the allergens
causing the patient's allergic chronic disease. In addition to enhancing the level of care doctors can provide their patients;
the screening, testing and allergen immunotherapy are reimbursable under established CPT codes enhancing the physician's practice
and, in many instances, also providing a new cash pay alternative for physicians and their patients.

 Q-Scale
Psychological Emotional Wellbeing

 It
has been suggested that nearly 75% of all medical office visits (to all types of healthcare providers) are related to stress, anxiety
and depression.

 "Q"
 stands for Quality of Life, and the Q-Scale measures a patient's responses (or early "warning" signs) to questions
 regarding their sleep, stress, anxiety, worry, pain, and overall life satisfaction. Patients with high mental health risks are flagged
 for further screening during the same assessment.

 The
Q-Scale is a digital health 10-item questionnaire designed to measure psycho-emotional factors in patients at risk of mental health issues.

 Five
 categorical ratings are available for response to each item, ranging from "none of the time" to "all of the time."
 If responses to the Q-Scale indicate potential mental health troubles, patients are directed to the Kessler 6 questions within the
 assessment to identify their risk of anxiety and depression for further clinical evaluation. Responses then categorize the patient
 as "at-risk" for mental health issues, including depression. Then the treating physician will be informed through a simple-to-read
 report of the need for more focused evaluation during their encounter with the patient.

 This
assessment provides immediate feedback to patients while allowing for substantial reimbursements for physicians.

 Patients
 are provided with a comprehensive, yet easy to interpret report based on their responses, providing supportive self-management strategies
 to improve their coping skills and wellbeing. The Q-Scale aligns with CPT code 96136, which is used when tests are administered by
 a physician or other qualified healthcare professional. It is defined as "psychological or neuropsychological test administration
 / scoring by a physician or other qualified healthcare professional, two or more tests, any method."

 For
our physician customers, the product is time-saving, maximizing face-to-face office visits while generating additional revenue through
reimbursement codes accepted by commercial payors, Medicare and Medicaid. From a patient perspective, Q-Scale promotes early detection
and treatment of conditions potentially related to stress, anxiety, or depression, and increases the value provided to patients during
their care.

 Industry
trends also reinforce the growing need for new and time-sensitive approaches for the treatment of mental health-related issues. According
to the Centers for Disease Control and Prevention, one in five Americans will experience a mental illness in a given year. Also, one
in 25 Americans will be impacted by a severe mental illness, such as schizophrenia, bipolar disorder, or major depression. In addition,
a recent study published by KFF, a non-profit organization focused on health-care issues, indicated that the COVID-19 pandemic and resulting
economic recession have negatively affected many people's mental health with up to 40% of people reporting anxiety and depressive-related
symptoms.

 Key
aspects of the Q-Scale product include:

Utilizes QHSLab's cloud-based software and technology system that scales to allow a virtually unlimited number of user sessions
to be activated and integrates into existing physician and healthcare interventions while collecting and compiling relevant, empirical
data.

Measures a patient's responses, identifying early "warning" signs using questions regarding their sleep, stress, anxiety,
worry, pain and overall life satisfaction. Patients determined to have high mental health risks are identified for further screening
during the same assessment. Items in the Q-Scale have been deliberately written to emphasize normal psychological functioning in generally
healthy patients, therefore it is a total population screening tool.

If responses to the Q-Scale indicate potential mental health issues, patients are directed to the PHQ-9, GAD-7 and Kessler 6, a global
measure of distress drawing from depressive and anxiety related symptomology. The treating physician is then alerted to the need for
more focused evaluation during their encounter with the patient.

Patients receive a post-assessment digital 'feedback' report and self-management strategies useful in addressing any items
identified during the assessment.

 Executing
on our Growth Strategy

 Growing
 Recuring Revenue Base

 Increasing
 the number of medical practitioners utilizing our point-of-care and digital medicine services, growing our revenue per client metric.

 Future
 distribution channels include Management Service Organization (MSO) partnerships, Independent Physician Associations (IPA's),
 and complementary digital health networks.

 Expanding
 Product Portfolio

 Additional
 point-of-care diagnostic, digital medicine, and treatments that PCPs can use, prescribe, and be reimbursed for under existing government
 and private insurance programs.

 Increasing
 Industry Visibility

 Increasing
 the number of company/university-sponsored medical conferences partnering with various Universities to introduce and educate members
 of the medical community about the technology and revenue opportunities available.

 Competition

 The
market for future point of care and software as a service solution is highly competitive and characterized by rapid change. The success
of our solutions will be contingent upon our ability to provide superior solutions and a strong value proposition for potential customers
and their patients. Many existing competitors are well-established and enjoy greater resources or other strategic advantages. It is likely
that there will be new entrants into our market, some of which may become significant competitors. With the introduction of new technologies
and market entrants, we expect the competitive environment to be and remain intense. We currently face competition from a range of companies,
including Phresia, Qure4U, Linus Health, Chadis, Yosi Health, Health Note, DarioHealth Corp and Noom, Inc., some of which market direct
to the consumer, bypassing physicians.

 Our
main competitors fall into the following categories:

private and public companies that offer specific chronic disease products and services, such as solutions for allergies and asthma, diabetes,
hypertension, and certain addictions or behavioral health conditions;

large enterprises focused on the healthcare industry, including initiatives and partnerships launched by companies which may offer or
develop products or services with features or benefits that overlap with our proposed future solutions; and

digital health, electronic records, device manufacturers that facilitate the collection of data but offer limited interpretation, feedback
or guidance.

 Many
of our current competitors enjoy greater resources, recognition, deeper customer relationships, larger existing customer bases, and more
mature intellectual property portfolios than we do currently.

 Intellectual
Property

 Although
certain of our current software applications and pioneering methods, as well as those developed in the future, will be eligible for patent
and trademark protection, we believe that the costs of maintaining and enforcing such intellectual property rights may not afford us
a competitive advantage and for the immediate future we intend to rely primarily on maintaining the secrecy of our proprietary information.

 Government
Regulation

 The
healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and
regulations govern the manner in which we and the PCPs which use our products provide and bill for services and collect reimbursement
from governmental programs and private payors, our contractual relationships with vendors and clients, our marketing activities and other
aspects of our operations. Of particular importance are:

 the
 federal physician self-referral law, commonly referred to as the Stark Law;

 the
 federal Anti-Kickback Act;

 the
 criminal healthcare fraud provisions of HIPAA;

 the
 federal False Claims Act;

 reassignment
 of payment rules that prohibit certain types of billing and collection by companies which do business with PCPs;

 similar
 state law provisions pertaining to anti-kickback, self-referral and false claims issues;

 state
 laws that prohibit general business corporations, such as us, from practicing medicine; and

 laws
 that regulate debt collection practices as applied to our debt collection practices.

 Because
of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our
business activities could be subject to challenge under one or more of such laws. Dealing with investigations can be time- and resource-consuming
and can divert management's attention from our business.

 The
FDA issued a Finalized Guidance on medical mobile applications ("Apps"). The FDA determined that certain Apps may meet the
definition of a medical device because they provide the user with certain biologic information. The Guidance contains an appendix that
provides examples of mobile apps that may meet the definition of a medical device but for which the FDA intends to exercise enforcement
discretion. These mobile apps may be intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment,
or prevention of disease. Even though these mobile apps may meet the definition of a medical device, the FDA intends to exercise enforcement
discretion for these mobile apps because they pose lower risk to the public. Based on our understanding of the Guidance, although there
can be no guarantee, we believe our QHSLab services will eventually be subject to regulatory requirements because such services seem
to fall within the statutory examples of medical devices with respect to which the FDA intends to monitor compliance with applicable
regulations. Although many of the Apps described in the Guidance have been in use for an extended period of time, the impact they have
had on the need for patient visits to a physician and thus, on the use of our products, has not been determined.

 Employees

 As
of March 27, 2024, we had four employees devoting full-time services to the Company, all of whom were engaged in direct sales and operations.
In addition, we engage independent entities and consultants that provide programming services, Quality Management System development,
Marketing and Medical Consulting & Advisory services. We believe that our relationships with our employees and consultants are good.

 ITEM
1A. RISK FACTORS.

 You
should carefully consider each of the following risks and all of the other information set forth in this annual report. The following
risks relate principally to our business and our common stock. These risks and uncertainties are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect
our business. If any of the risks and uncertainties develop into actual events, this could have a material adverse effect on our business,
financial condition or results of operations. In that case, the trading price of our common stock could decline. Please also see the
section "Government Regulation" above.

 Risks
Related to Our Business

 We
incurred net losses in 2023 and 2022 and may not be able to continue to operate as a going concern.

 We
suffered net losses of $468,362 and $996,001 for the years ended December 31, 2023 and 2022, respectively. We also had negative cash
flows from operations for the years ended December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022, to support our
operations we received loans in the aggregate amount of $1,031,736. The report of our independent registered public accountants on our
consolidated financial statements for the year ended December 31, 2023 states that these factors raise uncertainty about our ability
to continue as a going concern.

 Unless
we are able to generate positive cash flows from operations, we will continue to depend upon further issuances of debt, equity or other
financings to fund ongoing operations. We may continue to incur additional operating losses and we cannot assure you that we will continue
as a going concern.

 We
are highly leveraged and we may need additional financing.

 We
have funded our operating losses through borrowings, and merchant cash advances. As of the date of this annual report we have notes
and loans outstanding in the aggregate amount, inclusive of accrued interest, of $1,954,595. Our Original Issue Discount Secured
Convertible Promissory Note in the principal amount of $440,000 matured on July 19, 2023 and our Original Issue Discount Secured
Convertible Promissory Note in the principal amount of $695,500 matured on August 10, 2022. On March 27, 2024, the Company received
the most recent notice from the manager of the Mercer Fund of its agreement to forebear from the exercise of any rights it might
have as a result of any defaults under this Note and the related documents between us and the Mercer Fund, provided that the Mercer
Fund reserved all of its rights under such agreements. The Note continues to accrue interest at 5%.

 If we are not able to pay or refinance the outstanding principal and accrued interest on these notes when due, our operations may be materially
and adversely affected. We may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate
them through payments of cash or issuances of our equity securities or reductions in the price at which they can convert their convertible
securities. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or
exercisable for our equity securities. If we are unable to consummate such financings or re-financings, the trading price of our common
stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Any
failure to obtain additional working capital when required would have a material adverse affect on our business and financial condition
and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third
parties or our principal shareholder, we may become insolvent.

 Servicing
our debt requires a significant amount of cash.

 Our
ability to make payments on and to refinance our debt, to fund planned capital expenditures and to maintain sufficient working capital
depends on our ability to generate cash in the future. This is subject to numerous factors beyond our control, including our ability
to expand our physician client base. We cannot assure you that our business will generate sufficient cash flow from operations in an
amount sufficient to enable us to service our debt or to fund our other liquidity needs. If our cash flow and capital resources are insufficient
to allow us to make scheduled payments on our debt, we will need to seek additional capital or restructure or refinance all or a portion
of our debt on or before the maturity thereof, any of which could have a material adverse effect on our business, financial condition
or results of operations. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or
at all. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely
affect our financial condition and the value of our outstanding debt and common stock. Our ability to restructure or refinance our debt
will depend on the condition of the capital markets and our financial condition. Any refinancing of our debt could be at higher interest
rates and could require us to issue to the holders additional shares of our common stock and may require us to comply with more onerous
covenants, which could further restrict our business operations. There can be no assurance that we will be able to obtain any financing
when needed.

 Our
leverage may adversely affect our ability to finance future operations and capital needs and may limit our ability to pursue business
opportunities.

 We
are an early stage company with a short operating history and a relatively new business model in an emerging and rapidly evolving market,
which makes it difficult to evaluate our future prospects.

 We
are an early stage entity subject to all of the risks inherent in a young business enterprise, such as, lack of market recognition and
limited banking and financial relationships. We have little operating history to aid in our assessing future prospects. We will encounter
risks and difficulties as an early stage company in a new and rapidly evolving market. We may not be able to successfully address these
risks and difficulties, which could materially harm our business and operating results.

 We
are not generating sufficient revenues to achieve our business plan.

 We
first generated revenues in the fourth quarter of 2020. There is no assurance that we will generate sufficient revenues to become cash
flow positive or ever be profitable. If planned operating levels are changed, higher operating costs encountered, more time needed to
implement our plan, or less funding is received, more funds than currently anticipated may be required. If additional capital is not
available when required, if at all, or is not available on acceptable terms we may be forced to modify or abandon our business plans.

 We
have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively
remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our
disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or
file our periodic reports in a timely manner, which may cause investors to lose confidence in us and lead to a decline in our stock price.
We cannot remedy the deficiencies in our internal controls until we increase the number of officers in our Company.

 Our
management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule
13a-15(f) under the Exchange Act. We have identified material weaknesses in our internal controls with respect to our segregation of
duties, which cannot be rectified until we have additional officers, and our limited resources and our insufficient controls over review
of accounting for certain complex transactions therefore our disclosure controls and procedures are not effective in providing material
information required to be included in our periodic SEC filings on a timely basis and to ensure that information required to be disclosed
in our periodic SEC filings is accumulated and communicated to our management to allow timely decisions regarding required disclosure
about our internal control over financial reporting. Some of the material weaknesses in our internal controls are due to our limited
management staff. Due to limited staffing, we are not always able to detect errors or omissions in financial reporting and cannot eliminate
weaknesses due to our inability to segregate duties. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls
and procedures in the future or continue to have material weaknesses and other deficiencies in our internal control and accounting procedures
and disclosure controls and procedures, our stock price could decline significantly and raising capital could be more difficult. If additional
material weaknesses or significant deficiencies are discovered or if we otherwise fail to address the adequacy of our internal control
and disclosure controls and procedures our business may be harmed. Moreover, effective internal controls are necessary for us to produce
reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent
fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and
the trading price of our securities could drop significantly.

 All
of our revenues have been generated from a limited number of product lines.

 To
date, all of our revenue has been derived from a limited number of product lines. If we fail to develop or acquire additional products
or services from which we can generate revenues, we may not achieve sustained positive cash flow or generate profits. As a result, we
will be severely constrained in our ability to fund our operations and achieve our business plan.

 We
are dependent upon third parties for our products.

 We
depend upon third parties to supply us with all of the products included in the "AllergiEnd" line of products from which we
currently derive most of our revenues. If these parties were unable or unwilling to continue to supply our needs, we might not be
able to find an alternative source of supply which would materially adversely impact our business, financial condition and operating
results.

 We
have engaged in limited product development activities and our product development efforts may not result in commercial products.

 Although
our QHSLab has been provided to physicians and enabled them to generate revenues, we have only recently begun to charge physicians for
this product under various software as a service, subscription and license based revenue models. We intend to develop additional features
to be added to QHSLab to provide PCPs with additional sources of revenue. There is no assurance that any of the new features we develop
will gain market acceptance. We cannot guarantee we will be able to produce commercially successful products. Further, our eventual operating
results could be susceptible to varying interpretations by potential customers, or scientists, medical personnel, regulatory personnel,
statisticians and others, which may delay, limit or prevent executing our proposed business plan.

 Our
business model is unproven with no assurance of any revenues or operating profits.

 Our
current business model is unproven and the profit potential, if any, is unknown. We are subject to all the risks inherent in a new business
model. There can be no assurance that our business model will prove successful or that we will achieve significant revenue or profitability.

 If
we fail to raise additional capital, our ability to implement our business plan and strategy could be compromised.

 We
have limited capital resources and operations. To date, our operations primarily have been funded from capital contributions and loans
from our principal shareholder and more recently, third party loans. We may not be able to obtain additional financing on terms acceptable
to us, or at all. Even if we obtain financing for our near-term operations and product development, we may require additional capital
beyond the near term. If we are unable to raise capital when needed, our business, financial condition and results of operations would
be materially adversely affected, and we could be forced to reduce or discontinue our operations.

 If
we issue additional shares of common stock, it would reduce our stockholders' percent of ownership and may dilute our share value.

 Our
Certificate of Incorporation authorizes the issuance of 900 million shares of common stock. As at March 27, 2024 we have outstanding
10,215,508 shares of common stock, without giving effect to shares issuable upon conversion or exercise of convertible notes,
preferred stock, options and warrants currently outstanding. The future issuance of common stock or securities exercisable for or
convertible into common stock to raise capital may result in substantial dilution in the percentage of our common stock held by our
then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock
upon the conversion or exercise of outstanding notes and warrants, for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our then existing stockholders and might have an adverse effect on
any trading market for our common stock.

 Dependence
on Key Existing and Future Personnel.

 Our
success depends, to a large degree, upon the efforts and abilities of Troy Grogan, our sole officer, and key consultants. The loss of
the services of one or more of our key providers could have a material adverse effect on our operations. In addition, as our business
model is implemented, we will need to recruit and retain additional management, financial personnel, key employees and consulting service
providers in virtually all phases of our operations. Key employees and consultants will require a strong background in our industry.
We cannot assure that we will be able to successfully attract and retain key personnel.

 Our
sole officer and director is engaged in other business activities and has a conflict in determining how much time to devote to our affairs.
His failure to devote sufficient time to our business cloud have a negative impact on our operations.

 Our
sole executive officer and director is not required to, and will not, commit his full time to our affairs, which results in a conflict
of interest in allocating his time between our operations and the other businesses in which he is engaged. Our sole executive officer
and director is engaged in several other business endeavors and is not obligated to contribute any specific number of hours to our affairs.
His failure to devote time to our business could have an adverse impact on our business, results of operations and financial condition.

 We
operate in a highly competitive industry.

 We
encounter competition from local, regional or national entities, some of which have superior resources or other competitive advantages.
Intense competition may adversely affect our business, financial condition or results of operations. Our competitors may be larger and
more highly capitalized, with greater name recognition. We will compete with such companies on brand name, quality of services, level
of expertise, advertising, product and service innovation and differentiation of product and services. As a result, our ability to secure
significant market share may be impeded.

 We
face substantial competition, and others may discover, develop, acquire or commercialize competitive products before or more successfully
than we do.

 We
operate in a highly competitive environment. Our products compete with other products or treatments for diseases for which our products
may be indicated. Other healthcare companies have greater clinical, research, regulatory and marketing resources than us. In addition,
some of our competitors may have technical or competitive advantages for the development of technologies and processes. These resources
may make it difficult for us to compete with them to successfully discover, develop and market new products.

 The
growth of our business relies, in part, on the growth and success of our clients.

 The
utility of our products to our clients will be determined by their ability to incorporate them into their health care regimen and the
acceptance of our products by their patients. The ability of our clients to incorporate our products into their practices is outside
of our control. In addition, if the number of patients of one or more of our clients using our products were to be reduced, such decrease
would lead to a decrease in our revenue.

 We
conduct business in a heavily regulated industry and if we fail to comply with applicable laws and government regulations, we could incur
penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse
effect on our business, financial condition, and results of operations.

 The
healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and
regulations govern the products we offer and the manner in which we provide and bill for services and collect reimbursement from governmental
programs and private payors, our contractual relationships with our providers, vendors and clients, our marketing activities and other
aspects of our operations. Of particular importance are:

 the
 federal physician self-referral law, commonly referred to as the Stark Law;

 the
 federal Anti-Kickback Act;

 the
 criminal healthcare fraud provisions of HIPAA;

 the
 federal False Claims Act;

 reassignment
 of payment rules that prohibit certain types of billing and collection;

 similar
 state law provisions pertaining to anti-kickback, self-referral and false claims issues;

 state
 laws that prohibit general business corporations, such as us, from practicing medicine; and

 laws
 that regulate debt collection practices as applied to our debt collection practices.

 Some
of our business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these
laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages,
overpayment recoupment, loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of our being found
in violation of these laws and regulations is increased by the fact that many of their provisions are open to a variety of interpretations.
Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with
regulatory requirements could create liability for us and negatively affect our business. Any action against us for violation of these
laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management's
attention from the operation of our business and result in adverse publicity. Dealing with investigations can be time- and resource-consuming.
Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because
of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and mandatory minimum
penalties of $5,500 to $11,000 per false claim or statement, healthcare providers often resolve allegations without admissions of liability
for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements
often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity
agreement. It is expected that the government will continue to devote substantial resources to investigating healthcare providers'
compliance with the healthcare reimbursement rules and fraud and abuse laws. The laws, regulations and standards governing the provision
of healthcare services may change significantly in the future.

 Developments
in the healthcare industry could adversely affect our business.

 Developments
in the healthcare industry and evolving government policy could adversely affect healthcare spending and reimbursement for healthcare
services. We expect that we will be particularly dependent on primary care physicians and possibly others in the healthcare industry
who are dependent upon revenues derived from federal healthcare programs.

 General
reductions in expenditures by healthcare industry participants could result from, among other things:

 government or private initiatives that affect the manner in which healthcare providers interact with patients, payers or other healthcare
 industry participants, including changes in pricing or means of delivery of healthcare products and services;

 consolidation of healthcare industry participants;

 reductions in governmental funding for healthcare;

 adverse
 changes in business or economic conditions affecting healthcare payers or providers, pharmaceutical, biotechnology or medical device
 companies or other healthcare industry participants; and

 restructuring of the healthcare industry and possible elimination of private insurers.

 Even
if general expenditures by industry participants remain the same or increase, developments in the healthcare industry may result in reduced
spending for the products or services we provide. The use of our products and services could be affected by changes in health insurance
plans resulting in a decrease in the willingness of PCPs to purchase our products.

 The
timing and impact of developments in the healthcare industry are difficult to predict. We cannot assure you that the markets for any
products we may seek to distribute and services we provide will be sustained.

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

 Numerous
state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and
integrity of personally identifiable information (PII), including protected health information (PHI). HIPAA establishes a set of basic
national privacy and security standards for the protection of PHI, by health plans, healthcare clearinghouses and certain healthcare
providers, referred to as covered entities, and the businesses with which covered entities contract for services, which includes us.
HIPAA requires companies like us to develop and maintain policies and procedures with respect to PHI, including the adoption of administrative,
physical and technical safeguards to protect such information. HIPAA imposes mandatory penalties for certain violations which can be
significant. HIPAA mandates that the Secretary of Health and Human Services, or HHS conduct periodic compliance audits of HIPAA covered
entities or business associates. It also tasks HHS with establishing a methodology whereby individuals who were the victims of breaches
of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. HIPAA further requires that patients
and, in some instances, HHS be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises
the privacy or security of such information, with certain exceptions. Numerous other federal and state laws protect the confidentiality,
privacy, availability, integrity and security of PHI. These laws in many cases are more restrictive than, and may not be preempted by,
HIPAA, creating complex compliance issues for us and our clients potentially exposing us to additional expense, adverse publicity and
liability. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions.
Because of the extreme sensitivity of the PHI we store and transmit, the security features of our technology platform are very important.
If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may obtain access to
sensitive client and patient data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting
client and patient confidence. Clients may curtail their use of or stop using our services or our client base could decrease, which would
cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for
violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for
measures to prevent future occurrences. Any security breach could also result in increased costs associated with liability for stolen
assets or information, repairing system damage that caused by such breaches, incentives offered to clients or other business partners
in an effort to maintain business relationships after a breach and implementing measures to prevent future occurrences, including organizational
changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants.
While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain
coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that
could result from a security incident. We outsource important aspects of the storage and transmission of client and patient information,
and thus rely on third parties to manage functions that have material cyber-security risks. We attempt to address these risks by requiring
outsourcing subcontractors who handle client and patient information to sign business associate agreements contractually requiring those
subcontractors to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such
outsourcing subcontractors to undergo third-party security examinations. However, we cannot assure you that these contractual measures
and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and patient proprietary
and protected health information.

 The
security of our platform, networks or computer systems may be breached, and any unauthorized access to our customer data will have an
adverse effect on our business and reputation.

 The
use of our products will involve the storage, transmission and processing of our clients' and their patients' private data.
Individuals or entities may attempt to penetrate our network or platform security, or that of our third-party hosting and storage providers,
and could gain access to our clients' and their patients' private data, which could result in the destruction, disclosure
or misappropriation of proprietary or confidential information of our clients' and their patients' or their customers, employees
and business partners. If any of our clients' private data is leaked, obtained by others or destroyed without authorization, it
could harm our reputation, we could be exposed to civil and criminal liability, and we may lose our ability to access private data, which
will adversely affect the quality and performance of our platform. In addition, our platform may be subject to computer malware, viruses
and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent. Any failure to maintain
the performance, reliability, security and availability of our products or services and technical infrastructure to the satisfaction
of our clients may harm our reputation and our ability to retain existing customers and attract new users. While we will implement procedures
and safeguards that are designed to prevent security breaches and cyber-attacks, they may not be able to protect against all attempts
to breach our systems, and we may not become aware in a timely manner of any such security breach. Unauthorized access to or security
breaches of our platform, network or computer systems, or those of our technology service providers, could result in the loss of business,
reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and
criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary
payments for remediation. If customers believe that our platform does not provide adequate security for the storage of sensitive information
or its transmission over the Internet, our business will be harmed. Customers' concerns about security or privacy may deter them
from using our platform for activities that involve personal or other sensitive information.

 Because
we rely on the internet to interact with our clients, we are subject to an extensive and highly-evolving regulatory landscape and any
adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating
results, and financial condition.

 Our
business and the businesses of our customers conducted using our platform and technology, are subject to extensive laws, rules, regulations,
policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance directed to those who conduct
business over the internet, including those governing privacy, data governance, data protection, cybersecurity, fraud detection, payment
services, consumer protection and tax. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile
technologies, digital assets, and related technologies. As a result, they are subject to significant uncertainty, and vary widely across
U.S. federal, state, and local jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder,
evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict
with one another. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines,
revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which
may be significant and could adversely affect our business, operating results, and financial condition.

 In
addition to existing laws and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in
the United States may adopt new laws and regulations, or new interpretations of existing laws and regulations may be issued by such bodies
or the judiciary, which may change how we operate our business, how our products and services and those of our customers are regulated,
and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures

 To
the extent we use "open source" software, our use could adversely affect our ability to offer our services and subject us
to possible litigation.

 We
may use open source software in connection with our products and services. Companies that incorporate open source software into their
products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license
terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming
noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open
source software to publicly disclose all or part of the source code to such software and/or make available any derivative works of the
open source code, which could include valuable proprietary code of the user, on unfavorable terms or at no cost. While we monitor the
use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source
code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source
license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could
have a material adverse effect on our business, financial condition and results of operations and could help our competitors develop
products and services that are similar to or better than ours.

 Assertions
by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and
harm our business and operating results.

 Our
success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including
some of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As
we grow and enter new markets, we will face a growing number of competitors. As the number of competitors in our industry grows and the
functionality of products in different industry segments overlaps, we expect that software and other solutions in our industry may be
subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations
of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future,
or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial
damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We
may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments,
in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even
if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert
the attention of our management and key personnel from our business operations.

 Natural
disasters, unusually adverse weather conditions, pandemic outbreaks, terrorist acts, conflicts between nations and the response of governments
to such occurrences, could impair our ability to purchase, receive or replenish inventory or raw materials or could cause US agencies
and insurance companies to modify reimbursement policies, which could result in lost sales, reduced revenues and otherwise adversely
affect our financial performance.

 The
occurrence of one or more natural disasters, unusually adverse weather conditions, pandemic outbreaks, such as the recent outbreak of
the coronavirus, or COVID-19, terrorist acts, conflicts between nations or rogue groups, and the response of governments and US agencies
to such occurrences, could adversely affect our operations and financial performance. To the extent these events impact one or more of
our key suppliers, our operations and financial performance could be materially adversely affected through lost sales. Such events could
also cause US agencies and insurance companies to modify reimbursement policies which could result in lost sales, reduced revenues and
otherwise adversely affect our financial performance.

 Our
ability to finance our business may be materially adversely affected by global geopolitical conditions including those resulting from
the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict and efforts by terrorist organizations to disrupt global shipping patterns.

 Global
markets are experiencing volatility and disruption as a result of the geopolitical instability resulting from the ongoing Russia-Ukraine
conflict, the Israel-Hamas conflict and efforts by terrorist organizations to disrupt global shipping patterns. The invasion of Ukraine
by Russia, the Israel-Hamas conflict and efforts to disrupt shipping through the Suez Canal and the resulting measures that have been
taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and other countries
have created global security concerns that could have a lasting impact on regional and global economies and financial markets. Although
the length and impact of the ongoing conflicts and any sanctions imposed are highly unpredictable, they could lead to market disruptions,
including significant volatility in commodity prices, credit and capital markets and lead to instability and lack of liquidity in capital
markets, adversely impacting our ability to finance our operations.

 Risks
Related to Regulation

 Our
products may be subject to product liability legal claims, which could have an adverse effect on our business, results of operations
and financial condition.

 Certain
of our products provide applications that relate to patient clinical information. Any failure by our products to provide accurate and
timely information concerning patients, their medication, treatment and health status, generally, could result in claims against us which
could materially and adversely impact our financial performance, industry reputation and ability to market new systems. In addition,
a court or government agency may take the position that our delivery of health information directly, including through licensed practitioners,
or delivery of information by a third party site that a consumer accesses through our websites, exposes us to assertions of malpractice,
other personal injury liability, or other liability for wrongful delivery/handling of healthcare services or erroneous health information.
We anticipate that in the future we will maintain insurance to protect against claims associated with the use of our products as well
as liability limitation language in our end-user license agreements, but there can be no assurance that our insurance coverage or contractual
language would adequately cover any claim asserted against us. A successful claim brought against us in excess of or outside of our insurance
coverage could have an adverse effect on our business, results of operations and financial condition. Even unsuccessful claims could
result in our expenditure of funds for litigation and management time and resources.

 There
is significant uncertainty in the healthcare industry in which we operate, and we are subject to the possibility of changing government
regulation, which may adversely impact our business, financial condition and results of operations.

 The
healthcare industry is subject to changing political, economic and regulatory influences that may affect the procurement processes and
operation of healthcare facilities. During the past several years, the healthcare industry has been subject to an increase in governmental
regulation of, among other things, reimbursement rates and certain capital expenditures.

 Laws
reforming the U.S. healthcare system may have an impact on our business. Various legislators have announced that they intend to examine
proposals to reform certain aspects of the U.S. healthcare system. Healthcare providers may react to these proposals, and the uncertainty
surrounding such proposals, by curtailing or deferring investments, including those for our systems and related services. Cost-containment
measures instituted by healthcare providers as a result of regulatory reform or otherwise could result in a reduction of the allocation
of capital funds. Such a reduction could have an adverse effect on our ability to sell our systems and related services. On the other
hand, changes in the regulatory environment have increased and may continue to increase the needs of healthcare organizations for cost-effective
data management and thereby enhance the overall market for healthcare management information systems. We cannot predict what effect,
if any, such proposals or healthcare reforms might have on our business, financial condition and results of operations.

 We
have taken steps to modify our products, services and internal practices as necessary to facilitate our compliance with applicable regulations,
but there can be no assurance that we will be able to do so in a timely or complete manner. Achieving compliance with these regulations
could be costly and distract management's attention and divert other company resources, and any noncompliance by us could result
in civil and criminal penalties.

 Compliance
with changing regulation of corporate governance and public disclosure will result in significant additional expenses.

 Changing
laws, regulations, and standards relating to corporate governance and public disclosure for public companies, including the Sarbanes-Oxley
Act of 2002 and various rules and regulations adopted by the Securities and Exchange Commission (the "SEC"), are creating
uncertainty for public companies. Our Company's management will need to invest significant time and financial resources to comply
with both existing and evolving requirements for public companies, which will lead, among other things, to significantly increased general
and administrative expenses and a certain diversion of management time and attention from revenue generating activities to compliance
activities.

 We
may be subject to false or fraudulent claim laws.

 There
are numerous federal and state laws that forbid submission of false information or the failure to disclose information in connection
with submission and payment of physician claims for reimbursement. Any failure of our services to comply with these laws and regulations
could result in substantial liability including, but not limited to, criminal liability, could adversely affect demand for our services
and could force us to expend significant capital, research and development and other resources to address the failure. Errors by us or
our systems with respect to entry, formatting, preparation or transmission of claim information may be determined or alleged to be in
violation of these laws and regulations. Determination by a court or regulatory agency that our services violate these laws could subject
us to civil or criminal penalties, invalidate all or portions of some of our client contracts, require us to change or terminate some
portions of our business, require us to refund portions of our services fees, cause us to be disqualified from serving clients doing
business with government payers and have an adverse effect on our business.

 We
are subject to the Stark Law, which may result in significant penalties.

 Provisions
of the Omnibus Budget Reconciliation Act of 1993 (42 U.S.C. § 1395nn) (the "Stark Law") prohibit referrals by a physician
of "designated health services" which are payable, in whole or in part, by Medicare or Medicaid, to an entity in which the
physician or the physician's immediate family member has an investment interest or other financial relationship, subject to several
exceptions. Unlike the Fraud and Abuse Law, the Stark Law is a strict liability statute. Proof of intent to violate the Stark Law is
not required. The Stark Law also prohibits billing for services rendered pursuant to a prohibited referral. Several states have enacted
laws similar to the Stark Law. These state laws may cover all (not just Medicare and Medicaid) patients. Many federal healthcare reform
proposals in the past few years have attempted to expand the Stark Law to cover all patients as well. As with the Fraud and Abuse Law,
we consider the Stark Law in planning our products, marketing and other activities, and believe that our operations are in compliance
with the Stark Law. If we violate the Stark Law, our financial results and operations could be adversely affected. Penalties for violations
include denial of payment for the services, significant civil monetary penalties, and exclusion from the Medicare and Medicaid programs.

 We
are Required to Comply with Medical Device Reporting (MDR) and We Must Report Certain Malfunctions, Deaths and Serious Injuries Associated
with Our Medical Device Which Can Result In Voluntary Corrective Actions, Mandatory Recall or FDA Enforcement Actions.

 Under
applicable FDA MDR regulations, medical device manufacturers are required to submit information to the FDA when they receive a report
or become aware that a device has or may have caused or contributed to a death or serious injury or has or may have a malfunction that
would likely cause or contribute to death or serious injury if the malfunction were to recur.

 All
manufacturers placing medical devices on the market in the European Economic Area and the United States are legally bound to report any
serious or potentially serious incidents involving devices they produce or sell to the regulatory agency, or Competent Authority, in
whose jurisdiction the incident occurred.

 If
our products fail to comply with evolving government and industry standards and regulations, we may have difficulty selling our products.

 We
may be subject to additional federal and state statutes and regulations in connection with offering services and products via the Internet.
On an increasingly frequent basis, federal and state legislators are proposing laws and regulations that apply to Internet commerce and
communications. Areas being affected by these regulations include user privacy, pricing, content, taxation, copyright protection, distribution,
and quality of products and services. To the extent that our products and services are subject to these laws and regulations, the sale
of our products and services could be harmed.

 Risks
related to our Common Stock

 There
is not now, and there may never be, an active market for our common stock.

 Our
common stock is listed on the OTCQB level of the OTC Market under the symbol "USAQ," but there is no active trading market
for our common stock. There can be no assurance that an active trading market for our securities will develop, or that if one develops,
that it will be sustained. The trading market for securities of companies listed on the OTC Market is substantially less liquid than
the average trading market for companies listed on a national securities exchange. In addition, our ability to raise capital will be
adversely affected by a listing on the OTC Market, as compared to a listing on a national securities exchange.

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

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

 Factors
that could cause such volatility include, among other things:

 actual
 or anticipated fluctuations in our operating results;

 the
 limited number of securities analysts covering us and distributing research and recommendations about us;

 the
 low public float for our common stock;

 the
 low trading volume of our common stock;

 announcements
 concerning our business or those of our competitors;

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

 conditions
 or trends in our industry;

 litigation;

 changes
 in market valuations of similar companies;

 future
 sales of common stock;

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

 general
 market conditions.

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

 Our
stock price may be adversely impacted by natural disasters (whether or not caused by climate change), unusually adverse weather conditions,
pandemic outbreaks, terrorist acts, conflicts between nations and terrorist organizations, and the response of the governments of the
countries affected by such occurrences.

 Military
or other conflicts such as those in Ukraine, the Middle East or elsewhere, natural disasters, unusually adverse weather conditions and
pandemic outbreaks may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of companies, and lead to national, regional or international economic disruptions and economic uncertainty, any of which could
adversely impact the price of our common stock.

 Our
common stock is subject to the "Penny Stock" Rules of the SEC, which makes transactions in our stock cumbersome and may reduce
the value of an investment in our stock.

 The
SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's
account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating
the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating
to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers
may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common shares and cause a decline in the market value of our stock.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

eligible for future sale may adversely affect the market.

 Substantially
all of the outstanding shares of our common stock in addition to the shares issuable upon conversion of our outstanding convertible notes
are freely tradable without restriction or registration under the Securities Act or otherwise eligible sale under Rule 144 promulgated
under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely
after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule
144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the 10,215,508 shares of
our common stock outstanding as of March 27, 2024, approximately 1,644,169 shares in addition to the approximately 8,571,339 shares issuable
upon conversion of $1,146,000 convertible notes are tradable without restriction and the balance are restricted securities which may
be sold in accordance with Rule 144. Given the limited trading of our common stock, resale of even a small number of shares of our common
stock pursuant to Rule 144 or an effective registration statement, may adversely affect the market price of our common stock.

 Our
sole director and officer controls a majority of the votes which may be cast at a meeting of our stockholders.

 In
addition to the common stock owned by our sole director and officer, he owns shares of our Series A Preferred Stock which have the right
to vote on all issues presented to our common stockholders. Taking into account the votes he is eligible to cast by virtue of the number
of shares of our common stock and Series A Preferred Stock held by our sole officer and director, he controls a majority of the votes
which may be cast at a meeting of our stockholders, and therefore controls our operations and will have the ability to control all matters
submitted to stockholders for approval. This stockholder thus has complete control over our management and affairs. Accordingly, his
ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential
acquirer from making a tender offer for our common stock, which may further affect its liquidity.

 Under
our Certificate of Incorporation, our director has the authority, without stockholder approval, to issue preferred stock with terms that
may not be beneficial to common stockholders and with the ability to adversely affect stockholder voting power and perpetuate the board's
control over our company.

 Our
director may authorize the issuance of preferred stock in one or more series with such limitations and restrictions as he may determine,
in his sole discretion, with no further authorization by security holders required for the issuance of such shares. Our director may
determine the specific terms of the preferred stock, including: designations; preferences; conversions rights; cumulative, relative;
participating; and optional or other rights, including: voting rights; qualifications; limitations; or restrictions of the preferred
stock. Our sole director has exercised this authority to authorize the Series A Preferred Stock which, taking into account the votes
he is eligible to cast by virtue of the number of shares of our common stock and Series A Preferred Stock he holds, our sole director
controls a majority of the votes which may be cast at a meeting of our stockholders, and therefore has the ability to control all matters
submitted to stockholders for approval.

 The
issuance of preferred stock may adversely affect the voting power and other rights of the holders of common stock. Preferred stock may
be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make
removal of management more difficult. As a result, the Board of Directors' ability to issue preferred stock may discourage the
potential hostile acquirer, possibly resulting in beneficial negotiations. Negotiating with an unfriendly acquirer may result in terms
more favorable to us and our stockholders. Conversely, the issuance of preferred stock may adversely affect the market price of, and
the voting and other rights of the holders of the common stock. We presently have no plans to issue any preferred stock.

 We
incur significant costs as a result of operating as a public company and our management will have to devote substantial time to public
company compliance obligations.

 The
Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the national stock exchanges, have imposed various
requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will
need to devote a substantial amount of time to these compliance requirements and any new requirements that the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 may impose on public companies. Moreover, these rules and regulations, along with compliance
with accounting principles and regulatory interpretations of such principles, have increased and will continue to increase our legal,
accounting and financial compliance costs and have made and will continue to make some activities more time- consuming and costly. For
example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar
coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our
board of directors or our board committees, or as executive officers. We will evaluate the need to hire additional accounting and financial
staff with appropriate public company experience and technical accounting and financial knowledge. We estimate the additional costs to
be incurred as a result of being a public company to be in excess of $150,000 annually.

 Effective
internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. Management has assessed
the effectiveness of our internal control over financial reporting as of December 31, 2023. Based on our assessment, we have concluded
that our internal controls over financial reporting were not effective as of December 31, 2023, due to lack of an oversight committee
and lack of segregation of duties. Management will consider the need to add personnel and implement improved review procedures.

 Our
system of internal control over financial reporting is not effective and we need to take remedial measures to improve our internal control
over financial reporting. Remedial measures will likely require hiring additional personnel. We cannot assure our stockholders that the
measures we will take to remediate areas in need of improvement will be successful or that we will implement and maintain adequate controls
over our financial processes and reporting in the future. If we are unable to maintain appropriate internal financial reporting controls
and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm
our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information
and have a negative effect on the market price for shares of our common stock.

 Because
we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares
unless they sell them.

 We
have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore,
we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be
at the discretion of our Board of Directors and will depend upon our earning levels, capital requirements, any restrictive loan covenants
and other factors the Board considers relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their
shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.

 We
are a "Smaller Reporting Company" with reduced disclosure requirements which may make our common stock less attractive to
investors.

 We
are a "smaller reporting company." As a "smaller reporting company," the disclosure we are required to provide
in our SEC filings are less than it would be if we were not a "smaller reporting company." Specifically, "smaller reporting
companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of
Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation
report on the effectiveness of internal control over financial reporting and have certain other decreased disclosure obligations in their
SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather
than three years. Decreased disclosures in our SEC filings due to our status as a "smaller reporting company" may make it
harder for investors to analyze the Company's results of operations and financial prospects which may make our common stock less
attractive, which may result in a less active trading market, higher volatility and a lower price for our common stock.

 Limitations
on director and officer liability and indemnification of our officers and directors by our articles of incorporation, as amended, and
by-laws it may discourage stockholders from bringing suit against an officer or director.

 Our
articles of incorporation, as amended, and bylaws provide, with certain exceptions as permitted by Nevada law, that a director or officer
shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, unless the director or
officer committed both a breach of fiduciary duty and such breach was accompanied by intentional misconduct, fraud or knowing violation
of law. These provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and
may reduce the likelihood of derivative litigation brought by stockholders on behalf of us against a director or officer.

 We
are responsible for the indemnification of our officers and directors.

 Should
our officers and/or directors require us to contribute to their defense in an action brought against them in their capacity as such,
we may be required to spend significant amounts of our capital. Our articles of incorporation, as amended, and bylaws also provide for
the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf
of us. In addition, we have entered into an indemnification agreement with our Chief Executive Officer. This indemnification policy could
result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result
in significant liability for our key personnel, we may be unable to continue operating as a going concern.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C. CYBERSECURITY

 At QHSLab, Inc., we prioritize the security and privacy of all data, with a special emphasis on the personal health,
financial, and insurance information entrusted to us by our medical practice clients and their patient electronic personal health information
(ePHI). Recognizing the unique vulnerabilities of the digital medicine sector, we have developed an internal cybersecurity risk management
framework that incorporates industry-leading practices and technologies to safeguard against cyber threats.

 Our Approach to Cybersecurity Risk Management

 Our cybersecurity framework is built around a comprehensive strategy that includes ongoing risk assessment, threat
detection, swift incident response, and continuous improvement of our cybersecurity defenses. Key elements of our program include:

 Framework Adoption: Utilization of the CIS Critical Security Controls (CIS Controls) Cybersecurity Framework as a benchmark for evaluating the effectiveness of our cybersecurity measures.

 Cybersecurity Assessments: Regular assessments of our cybersecurity through both internal evaluations and planned periodical third-party audits, ensuring adherence to the highest standards of security.

 Training and Awareness: Mandatory cybersecurity training for all employees upon onboarding and through annual refreshers, fostering a culture of security awareness across the organization.

 Incident Response and Preparedness: A well-defined incident response plan that enables us to quickly identify, contain, and mitigate the impact of cybersecurity incidents.

 Third-Party Risk Management: Evaluation of third-party vendors' security practices to ensure they meet our strict standards, especially when they have access to sensitive data.

 Investment in Security Infrastructure: Investment
 in cybersecurity technologies and infrastructure to stay ahead of emerging threats.

 During the year ended December 31, 2023, the Company has not identified risks from cybersecurity threats, including
as a result of prior cybersecurity incidents, that have materially affected or are reasonably anticipated to materially affect the Company,
including its business strategy, results of operations, or financial condition. Nevertheless, the Company recognizes cybersecurity threats
are ongoing and evolving. For more information on the Company's cybersecurity risks, refer to Item 1A, "Risk Factors".

 Governance and Oversight

 Cybersecurity governance at QHSLab, Inc. is a board-level priority, with our Board of Directors playing an active
role in overseeing our cybersecurity strategy and risk management.

 Insurance and Risk Mitigation

 We maintain cybersecurity insurance to mitigate the financial impact of potential incidents. However, we recognize
that insurance is only one component of a multifaceted risk management strategy.

 Incident Response and Risk Management at QHSLab, Inc.

 Central to our enterprise risk management efforts, QHSLab, Inc. has developed a comprehensive incident response plan
to swiftly and effectively address cybersecurity incidents. This plan is a cornerstone of our commitment to maintaining the highest levels
of data security and patient privacy.

 Incident Assessment and Response Procedures

 Upon identification of a potential cybersecurity incident, management initiates a structured initial assessment,
guided by predefined criteria to gauge the incident's severity and potential impact. This evaluation is critical for determining the scope
of the incident and crafting an appropriate response.

 The process includes:

 Immediate Assessment: Conducted by the incident response team to determine the incident's nature, scope, and potential impact on QHSLab, Inc.'s operations and sensitive patient data.

 Elevation Protocol: Incidents with significant potential impact are promptly escalated to senior IT security team members for further review. This ensures that high-level expertise is applied to complex or severe cybersecurity events.

 Material Impact Analysis: Management assesses the potential for substantial harm to the organization, considering factors such as data integrity, patient privacy, and operational continuity.

 Public Disclosure Considerations: In alignment with regulatory requirements and our commitment to transparency, management evaluates the necessity and timing for public disclosure, balancing patient privacy, legal obligations, and public interest.

 Commitment to Continuous Improvement

 Recognizing the dynamic nature of cyber threats, particularly in the digital medicine sector, our incident response
plan is subject to ongoing review and refinement. We will regularly update our procedures to incorporate any lessons learned from past
incidents and emerging best practices in cybersecurity.

 ITEM
3. LEGAL PROCEEDINGS.

 We
are currently not a party to any material legal or administrative proceedings and are not aware of any pending legal or administrative
proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary
course of our business.

 PART
II

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

 Our
common stock is subject to quotation on the OTCQB venture market under the symbol USAQ. The following table shows the high and low bid
prices for our common stock during the fiscal years 2023 and 2022 as reported by the OTC Market. These prices reflect inter-dealer quotations
without adjustments for retail markup, markdown or commission, and do not necessarily represent actual transactions.

 Price Range

 Period

 High

 Low

 Year Ended December 31, 2023:

 First Quarter

 $
 0.398

 $
 0.11

 Second Quarter

 $
 0.247

 $
 0.065

 Third Quarter

 $
 0.198

 $
 0.0315

 Fourth Quarter

 $
 0.09

 $
 0.016

 Year Ended December 31, 2022:

 First Quarter

 $
 0.75

 $
 0.30

 Second Quarter

 $
 0.58

 $
 0.30

 Third Quarter

 $
 0.40

 $
 0.12

 Fourth Quarter

 $
 0.18

 $
 0.12

 Holders

 On
March 27, 2024, there were approximately 650 holders of record of our common stock. The number of record holders does not include persons
who held our common stock in nominee or "street name" accounts through brokers.

 Dividend
Policy. We have neither declared nor paid any cash dividends on either preferred or common stock. For the foreseeable future, we
intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends
on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will
be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the Board of Directors considers relevant.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 In
2020 we adopted an Equity Incentive Plan which authorizes grants with respect to up to 2,000,000 shares of our common stock. No grants
have been made pursuant to the plan.

 Recent
Sales of Unregistered Equity Securities

 All
sales of unregistered securities made by us during 2023 were previously reported.

 Purchases
of Our Equity Securities

 No
repurchases of our common stock were made by us during the fiscal year ended December 31, 2023.

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

 The
following discussion and analysis of our financial condition and result of operations contains forward-looking statements and involves
numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this Report.
Actual results may differ materially from those contained in any forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue,"
the negative of such terms or other comparable terminology. These statements are only predictions. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements.
We are under no obligation to update any of the forward-looking statements after the filing of this Report to conform such statements
to actual results or to changes in our expectations.

 The
following discussion and analysis of financial condition and results of operations relates to the operations and financial condition
reported in the consolidated financial statements of QHSLab, Inc. and its subsidiaries for the years ended December 31, 2023 and 2022
and should be read in conjunction with such consolidated financial statements and related notes included in this report.

 Overview

 We
are a medical device technology and software as a service (SaaS) company focused on enabling primary care physicians (PCP's) and
other healthcare providers to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic
disease as well as provide preventive care through reimbursable procedures. In some cases, the products we provide our physician clients
will enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing
them to increase their practice revenue. As part of our mission, we are providing PCPs and other healthcare providers with the software,
training and devices necessary to allow them to treat their patients using value-based healthcare, informatics and personalized medicine.
Our digital healthcare, clinical decision support and point of care solutions also support non face to face remote patient and therapeutic
monitoring, to address chronic care and preventive medicine and are reimbursable to the medical practice.

 Increasingly,
regulators and insurance companies have come to recognize what health care technologists have been saying for nearly 15 years, which
is that most chronic conditions are better managed with more frequent and short encounters often without a physician's direct participation,
rather than infrequent visits. More health insurers are have realized that AI enabled digital medicine technologies such as those provided
through QHSLab can provide the necessary encounters to foster patient compliance in between visits to a physician.

 In
November 2020, we began shipping Allergi End diagnostic related products and immunotherapy treatments to PCPs in response
to their requests based upon courses of treatment recommended for their patients building on the capabilities of QHSLab, our primary
SaaS tool. It is estimated, based on the national average payment data for the reimbursement codes for allergy testing and allergen immunotherapy
that our PCP customers generated approximately $3,686,150 in revenues utilizing our products during the year ended 2023, of which $2.76
million was the result of providing allergy diagnostic tests to patients and approximately $0.93 million was the result of providing
allergen immunotherapy treatments.

 Based
on the success of PCPs and other healthcare providers using our QHSLab allergy diagnostics combined with the products acquired from MedScience,
we intend to increase our revenues by charging physicians a monthly subscription fee for the use of QHSLab and soliciting additional
healthcare providers to increase their revenues by using our proven revenue generating QHSLab and Allergi End line of products.
We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that providers can use and
prescribe in their practices. In all cases, providers will be paid under existing government and private insurance programs, based upon
analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

 Our
ability to operate profitably is determined by our ability to generate revenues from the licensing of our QHSLab software and the sale
of diagnostic related products and treatment protocols and the provision of services through our QHSLab system. Currently, we are generating
revenues from the sale of Allergi End diagnostic related products and immunotherapy treatments. Our ability to generate a
profit from these sales is determined by our ability to increase the number of physicians using these products. We will continue to upgrade
QHSLab in an effort to increase the number of products sold based upon the services it can provide and for which we are able to charge
a fee for its use.

 Operational
Highlights

 Results
of Operations during the year ended December 31, 2023 as compared to the year ended December 31, 2022

 Revenues

 During
the fourth quarter of 2020 we began to sell the Allergi End Products, consisting of Allergi End Allergy Diagnostics
and Allergen Immunotherapy treatments, to physicians. During the second quarter of 2022, we began to enter into SaaS subscription agreements
to provide physicians with access to our proprietary internally-developed QHSLab platform software that provides clinical decision support
and patient monitoring for numerous chronic conditions seen in primary care settings including allergy, asthma, mental health, obesity
and long COVID for example. During the fourth quarter of 2022, we began entering into Integrated Service Program agreements to provide
physicians' offices with agreed-upon administrative, billing and support services utilizing our QHSLab platform software.

 For
the year ended December 31, 2023, we generated revenues of $1,408,995 compared to $1,243,186 of revenues in 2022. Revenues in 2023 were
primarily driven by sales of Allergy Diagnostic Kits of $666,600 and Immunotherapy Treatment services of $363,184 as we continued to
expand the roll-out of our product lines and customer base. At the end of the second quarter of 2022, we launched our Subscription Revenue
line. For the year ended December 31, 2023, we generated $72,200 of revenues from this line compared to $18,654 for the year ended December
31, 2022. During the end of 2022, we also initiated the Integrated Service Program product line that did not exist during most of 2022.
During the year ended of 2023, this new service generated revenue of $270,022.

 Our
revenues consisted of the following:

 For the Years Ended

 2023

 2022

 Allergy Diagnostic Kit Sales

 $
 666,600

 $
 685,062

 Immunotherapy Treatment Sales

 363,184

 484,411

 Subscription Revenue

 72,200

 18,654

 Integrated Service Program Revenue

 270,022

 8,137

 Training & Other Revenue

 4,650

 11,288

 Shipping and handling

 32,339

 35,634

 Total revenue

 $
 1,408,995

 $
 1,243,186

 Cost
of Revenues and Gross Profit

 Cost
of revenues consists of the cost of the Allergi End test kits and allergen immunotherapy pharmacy prepared treatment sets,
shipping costs to our customers as well as labor expenses directly related to product sales and the amortization of our capitalized software.

 For
the years ended December 31, 2023 and 2022, cost of revenues was $615,388 and $623,667, respectively.

 The
Company generated a gross profit of $793,607, for the year ended December 31, 2023 and $619,519, in 2022. Gross margin increased from
49.8% during the year ended December 31, 2022 to 56.3% during the year ended December 31, 2023. The increase in gross margin was attributable
to a combination of changes in the product mix and improved cost structure since the acquisition of intangible assets from MedScience
during the quarter ended June 30, 2021.

 As
we continue to introduce new products at an early stage in our development cycle, the gross margins may vary significantly between periods,
due, among other things, to differences among our customers and products sold, customer negotiating strengths, and product mix.

 Sales
and Marketing

 Sales
and marketing expenses consist primarily of costs associated with selling and marketing our products to PCPs, principally ongoing sales
efforts to recruit new PCPs and maintain our relationships with PCPs already using our software and products. These expenses include
employee compensation and costs of consultants.

 For
the year ended December 31, 2023, sales and marketing expenses totaled $488,537, a decrease of $41,780, compared to $530,317 for the year ended December 31,
2022.

 The
decreases in sales and marketing expenses for the year ended December 31, 2023 compared to 2022 relates to the shift of marketing efforts
to more internal sales and marketing personnel who are proving to be more cost effective than independent sales representatives offset
by an increase in marketing spend in connection with the launch of the Integrated Service Program and Subscription Revenue products.
We expect our sales and marketing expenses to increase as we seek to build our customer base and launch additional products. Nevertheless,
if we are successful in onboarding a sufficient number of PCPs and maintaining our relationships with these PCPs once they begin to distribute
our products, selling and marketing expenses could decrease as a percentage of revenues, though we may increase our marketing efforts
as funds become available.

 General
and Administrative

 General
and administrative expenses consist primarily of costs associated with operating a business including accounting, legal and management
consulting fees.

 For
the year ended December 31, 2023, general and administrative expenses totaled $259,108, a decrease of $128,404, compared to $387,512
for the year ended December 31, 2022.

 The
decrease is primarily due to decreased fees associated with legal, investor relations and management consulting services combined with
a decrease in bad debt expense following the creation of the bad debt reserve in the second quarter of 2022.

 Research
and Development

 Research
and development ("R&D") expenses includes expenses incurred in connection with the research and development of our medical
device technology solution, including software development. R&D costs are expensed as they are incurred.

 For
the year ended December 31, 2023, R&D expenses totaled $214,008, which is an increase of $23,891, compared to $190,117 for the year
ended December 31, 2022.

 The
increases in R&D expenses for the year ended December 31, 2023, as compared to 2022, were driven by the completion of testing of
our QHSLab platform software. As a result, the spending on development is no longer being capitalized as the software is now in post-implementation
stages. Any future development that may result in substantial enhancements or additional functionality for all users will be considered
for capitalization as appropriate.

 We
expect that our R&D expenses will increase as we invest in and expand our operations and further develop new products and services
as part of the Company's growth strategy.

 Other
Income and Expense

 For
the year ended December 31, 2023, interest expense decreased by $202,948 to $230,494 from $433,442 for the year ended December 31, 2022.

 The
decrease was due to timing of the amortization of debt issuance costs including legal fees and warrants issued in connection with certain
of our convertible notes payable. Interest expense during the year ended 2023 included interest on the outstanding debt as well as the
amortization of debt issuance costs including legal fees and warrants issued in connection with the second Mercer note issued in July
2022 ("Second OID Note") which was lower than the amortization of debt issuance costs including legal fees and warrants issued
in connection with the first Mercer note issued in August 2021 ("First OID Note"). The amortization of those costs, which
are non-cash expenses, during the year ended December 31, 2023 totaled $61,836, or 27% of interest expense and $254,182, or 59% of the
interest expense during the year ended December 31, 2022.

 Other
income for the year ended December 31, 2023 totaled $2,290, and related to the redemption of awards on a credit card. There was no other
income in the comparative period of 2022 but there was a $2,020 loss on extinguishment of debt recorded for the year ended December 31, 2022.

 Liquidity
and Capital Resources

 Liquidity
is a measure of a company's ability to generate funds to support its current and future operations, satisfy its obligations, and
otherwise operate on an ongoing basis. On December 31, 2023, we had current assets totaling $156,132, including $51,582 of cash, $71,382
of accounts receivable, $25,181 of inventory, and $7,987 related to prepaid expenses and other current assets. At such date we had total
current liabilities of $2,057,049 consisting of $78,907 in accounts payable, $196,590 in other current liabilities and $1,781,552 representing
the current portions of outstanding loans and convertible notes. There were no long-term liabilities as the balance of loans payable
are all in current liabilities.

 On
December 31, 2022, we had current assets totaling $285,578, including $178,694 of cash, $47,734 of net accounts receivable, $51,840 of
inventory, and $7,310 related to prepaid expenses and other current assets. At such date we had total current liabilities of $1,706,826
consisting of $85,743 in accounts payable, $116,774 in other current liabilities and $1,504,309 representing the current portions of
outstanding loans and convertible notes. Our long-term liabilities balance of $174,382 is associated with the long-term portion of loans
payable.

 We
used cash of $159,627 and $350,994 in operations during the years ended December 31, 2023 and 2022, respectively. The decrease was primarily driven by lower operating expenses associated with both general and administrative and
sales and marketing expenses in 2023 compared to 2022.

 During
the third quarter of 2021, we issued a promissory note of $750,000 in connection with our acquisition of assets related to our Allergi End
products and an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $806,000 (the "First OID
Note") along with warrants to purchase 930,000 shares of our common stock (the "Warrants") for aggregate consideration
of $750,000. In July 2022, to supplement our cash on hand, we issued to the holder of the First OID Note an Original Issue Discount Secured
Convertible Promissory Note (the "Second OID Note") in the principal amount of $440,000 and warrants to purchase 550,000
shares of our common stock for aggregate consideration of $400,000.

 All
amounts outstanding under the First OID Note and Second OID Note were payable on August 10, 2022, and July 19, 2023, respectively, and
are secured by a lien on substantially all of our assets.

 We
are currently in default of our obligations under the First OID Note and the Second OID Note. On February 19, 2024,
the Company received the most recent notice from the manager of Mercer Street Global Opportunity Fund, LLC, the holder of the First
and Second OID Notes, that it agreed to forebear from exercising any rights it might have as a result of any defaults under the
First OID Note, the Second OID Note and the related documents between the Company and the Fund, provided that it reserved all of its
rights.

 Plan
of Operation and Funding

 The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $3,983,258 at December 31, 2023,
generated net losses of $468,362 and $996,001 for the years ended December 31, 2023 and 2022, respectively, and used cash of $159,627
and $350,994 in operations in these periods. We are currently in default of our obligations under our OID Notes and the note incurred
to acquire assets related to our Allergi End products. Although we began to generate revenue during the fourth quarter of
2020, we anticipate that we will continue to generate negative cash flow for the immediate future. These factors, among others, raise
substantial doubt about our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern
is dependent upon our ability to obtain necessary equity or debt financing and ultimately from generating revenues and positive cash
flow to continue operations and, in the interim, to convince the holders of our notes to forbear from exercising any rights they might
have as a result of our defaults. The consolidated financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.

 We
expect that working capital requirements will continue to be funded through a combination of our existing funds, further issuances of
securities and borrowings, and that we will remain highly leveraged as we seek to expand our business. Our working capital requirements
are expected to increase in line with the growth of our business, as we incur marketing expenses and the cost of building an inventory.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations
over the next twelve months. In the past we have had to rely upon our principal shareholder to support our operations. More recently
we have financed our operations through the proceeds from private placements of equity and debt instruments issued to third parties.
In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating
to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses by
raising additional capital or, when available, borrowing additional funds. Additional issuances of equity or convertible debt securities
will result in dilution to our current shareholders and could cause the price of our common stock to decrease. Further, such securities
might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 Our
ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we
may seek to raise funds. The state of the capital markets may be adversely impacted by various risks and uncertainties, including, but
not limited to future and current impacts of global events such as wars in the Ukraine and Israel, increases in inflation and other risks
detailed in the risk factors sections detailed in this 2023 Annual Report on Form 10K.

 Critical
Accounting Policies

 Our
significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this annual
report.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 See
"Index to Consolidated Financial Statements" which appears on page F-1 of this Annual Report on Form 10-K.

 ITEM
9A. CONTROLS AND PROCEDURES.

 Evaluation
of Disclosure Controls and Procedures

 As
of December 31, 2023, the Company's chief executive officer/chief financial officer conducted an evaluation regarding the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) under the Exchange Act. Based
upon the evaluation of these controls and procedures, our chief executive officer/chief financial officer concluded that our disclosure
controls and procedures were not effective as of the end of fiscal year 2023.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal controls over financial reporting and for the assessment of the effectiveness
of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive
officer/principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the financial statements in accordance with U.S. generally accepted accounting principles.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

 Management
has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment and those criteria, we have concluded that our internal control over financial reporting were not
effective as of December 31, 2023, due to lack of an oversight committee and lack of segregation of duties. Management will consider
the need to add personnel and implement improved review procedures as we begin to generate positive cash flow.

 This
annual report does not include an attestation report of the company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management's
report in this annual report.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required
by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the year ended December 31, 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Inherent
Limitations of the Effectiveness of Controls

 Management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements
due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 ITEM
9B. OTHER INFORMATION.

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
Applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Name

 Age

 Title

 Troy
 Grogan

 CEO,
 CFO and Chairman

 Troy
Grogan has been our Chairman and CEO since June 2016. Mr. Grogan has a background in health promotion, healthcare technology, and
medical education – originally in Australia. He was previously appointed by the Minister of Health to one of Australia's
largest health systems in Sydney and served on numerous committees for over ten years. Mr. Grogan has also been involved with a US based
medical device manufacturer, founded a workplace wellness company, and co-developed numerous University-affiliated Continuing Medical
Education programs for physicians and healthcare providers. Mr. Grogan attended Newcastle University, studying biological sciences and
the University of New England where he studied Corporate Governance.

 ITEM
11. EXECUTIVE COMPENSATION.

 Officer's
and Director's Compensation

 Mr.
Grogan, our CEO and only executive officer, does not have an employment agreement and is not entitled to receive any compensation for
services rendered prior to December 31, 2023. Given the efforts being made by Mr. Grogan on behalf of the Company and the continued growth
in our business, the Company intends beginning in 2024 to accrue compensation for his services and, subject to cash availability, to
pay such amounts as may accrue in his favor.

 Equity
Awards

 We
did not grant Mr. Grogan any equity awards or stock options during the year ended December 31, 2023.

 Outstanding
Equity Awards at Fiscal Year-End

 There
were no equity awards outstanding as of the year ended December 31, 2023, nor were there any securities authorized for issuance under
equity compensation plans.

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

 Security
Ownership

 The
following table sets forth information concerning beneficial ownership of our common stock as of March 27, 2024 by (i) any person or
group with more than 5% of our common stock, (ii) our sole director, (iii) and our sole officer and director as a
"group."

 Except
as otherwise indicated, we believe, that each party named in the table below has sole investment and voting power with respect to his
shares, subject to community property laws, where applicable. As of March 27, 2024, we had outstanding 10,215,508 shares of common stock
and 1,080,092 shares of Series A Preferred Stock and 2,644,424 shares of Series A-2 Preferred Stock. Shares of Series A Preferred Stock
are convertible into shares of our common stock at a conversion price of $0.05 per share, subject to certain anti-dilution adjustments.
Shares of Series A-2 Preferred Stock are convertible into shares of our common stock at a conversion price of $0.16 per share, subject
to certain anti-dilution adjustments. In addition, shares of common stock issuable upon exercise of options, warrants and other convertible
securities anticipated to be exercisable or convertible at or within sixty days of March 27, 2024, are deemed outstanding for the purpose
of computing the percentage ownership of the person holding those securities, and the group as a whole, but are not deemed outstanding
for computing the percentage ownership of any other person. The address of Mr. Grogan is c/o of our company at 901 Northpoint Parkway,
Suite 302, West Palm Beach, Florida 33407.

 Name of Shareholder

 Amount and
 Nature of Beneficial

 Ownership

 Percent of
 Common Stock

 Directors and Executive Officers:

 Troy Grogan 1

 11,397,209
 (1)

 52.98
 %

 All directors and executive officers as a group (1 person)

 11,397,209
 (1)

 52.98
 %

 Owners of more than 5% of our outstanding shares:

 Mercer Street Global Opportunity Fund, LLC

 7,659,694
 (2)

 46.18
 %

 (1)

 Includes
 3,352,145 shares of common stock, 5,400,460 shares of common stock that may be acquired upon conversion of shares of Series A Preferred
 Stock and 2,644,424 shares of common stock that may be acquired upon conversion of Series A-2 Convertible Preferred Shares, without
 giving effect to dividends accrued but not paid.

 (2)

 Jonathan
 Juchno is the managing partner of Mercer Street Global Opportunity Fund, LLC, and its principal business address is 1111 Brickell
 Ave, Ste 2920, Miami, FL 33131. Includes 2,310,000 shares of common stock issuable upon conversion of the Second OID Note, including
 interest, at a conversion price of $0.20 per share, 3,371,500 shares issuable upon conversion of the First OID Note; 550,000 shares
 issuable upon exercise of the 2022 Warrants and 930,000 shares of common stock issuable upon exercise of the 2021 Warrants, without
 giving effect to the blocker described in the next sentence. The Notes and Warrants held by Mercer are subject to beneficial ownership
 limitations such that the Notes and Warrants may not be converted or exercised, respectively, if it would result in the holder exceeding
 the beneficial ownership limitation. The beneficial ownership limitation is initially 9.99% and in the case of the Notes may be increased,
 upon 61 days' notice to the Company, or in the case of the Notes and Warrants, decreased immediately upon written notice to
 the Company.

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

 Our
principal executive offices are located at 901 Northpoint Parkway Suite 302, West Palm Beach, FL 33407. We are provided our office space
at no cost by an entity related to Troy Grogan.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Principal
Accounting Fees

 The
following table presents the fees for professional audit services rendered by Accell Audit and Compliance, P.A. for the audit of the
Registrant's annual financial statements for the years ended December 31, 2023 and 2022.

 December 31, 2023

 December 31, 2022

 Audit fees

 $
 64,500

 $
 55,000

 Section
16(a) Compliance

 Section
16(a) of the Securities and Exchange Act of 1934 requires the Registrant's directors and executive officers, and persons who own
beneficially more than ten percent (10%) of the Registrant's Common Stock, to file reports of ownership and changes of ownership
with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Registrant pursuant to Section
16(a). Based solely on the reports received by the Registrant and on written representations from reporting persons, the Registrant was
informed that its officer and director has not filed reports required under Section 16(a). 3,4, 13D and note no sales?

 PART
IV

 ITEM
15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES.

 Exhibit

 No.

 Description

 3.1

 Articles of Incorporation (incorporated herein by reference to Exhibit B to the Information Statement on Form 14-C filed June 21, 2021).

 3.2

 Certificate of Amendment to Certificate of Incorporation to effect Name Change (incorporated herein by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-K filed on April 19, 2022).

 3.3

 By-Laws (incorporated herein by reference to Exhibit C to the Information Statement on Form 14-C filed June 21, 2021).

 4.1

 Certificate of Designation authorizing issuance of Series A Preferred Stock (incorporated herein by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-K filed on September 5, 2019).

 4.2

 Certificate of Designation authorizing the issuance of the Series A-2 Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed December 30, 2021).

 10.1

 Securities Purchase Agreement between QHSLab, Inc. and Mercer Street Global Opportunity Fund, LLC dated July 21, 2022 (incorporated herein by reference to Exhibit 10.1 to the Report on Form 8-K filed July 29, 2022).

 10.2

 2020 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 filed March 11, 2020).

 10.3

 Common Stock Purchase Warrant to purchase 550,000 shares issued by QHSLab, Inc. to Mercer Street Global Opportunity Fund, LLC dated July 21, 2022 (incorporated herein by reference to Exhibit 10.3 to the Report on Form 8-K filed July 29, 2022).

 10.4

 Registration Rights Agreement in favor of Mercer Street Global Opportunity Fund, LLC (incorporated herein by reference to Exhibit 10.4 to the Report on Form 8-K filed July 29, 2022).

 14.1

 Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 14.1 to the Company's Report on Form 10-K filed on March 11, 2021).

 19.2

 Insider Trading Policy

 21.1

 Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2019).

 Certification of CEO and CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 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 date indicated.

 Inc.

 By:

 /s/
 Troy Grogan

 Troy
 Grogan

 Chief
 Executive Officer, Chief Financial Officer

 And
 Director

 Date:
March 27, 2024

 QHSLAB,
INC. AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

 Statements of Stockholders' (Deficit) Equity for the Years Ended December 31, 2023 and 2022

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

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of QHSLab, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of QHSLab, Inc. (the Company) as of December 31, 2023 and 2022, and the related
consolidated statements of operations, stockholders' (deficit) equity, and cash flows for each of the years in the two-year period
ended December 31, 2023, and the related notes and schedules (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 each of the years in the two-year period ended December 31, 2023,
in conformity with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for
additional financing in order for the Company to meet its business plans raises substantial doubt about the Company's ability to
continue as a going concern. Our opinion is not modified with respect to that matter.

 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

 3001 N. Rocky Point Dr. East Suite 200 Tampa, Florida 33607 813.367.3527

 F- 2

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Impairment
of Intangibles

 As
described in Note 3 to the Company's consolidated financial statements, the Company evaluates intangible assets with finite lives
for impairment when events or changes in circumstances in an impairment may exist and indefinite lives for impairment at least annually
or when events or changes in circumstances indicates that an impairment may exist.

 We
identified the Company's application of the accounting for impairment of intangibles as a critical audit matter. The principal
considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company's
judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due
to the nature and extent of audit evidence and effort required to address these matters.

 The
primary procedures we performed to address this critical audit matter included the following:

 We
 obtained the impairment analysis, reviewed, and determined if the Company assessed the intangible assets at the appropriate level.

 We
 reviewed the qualitative factors analyzed by the Company and performed an assessment of any possible indicators of impairment.

 We
 obtained the computation of the sum of undiscounted cash flows expected to result from the asset group and reviewed the analysis
 as to whether the carrying amount of the asset group is recoverable.

 We
 performed an analysis, including comparing the significant assumptions used by management to historical operating results, comparing
 actual results to the amounts shown in the computation, as well as computing expected future results based on the actual results.

 /s/
 Accell Audit & Compliance, P.A.

 We
 have served as the Company's auditor since 2021.

 PCAOB
 Firm ID# 3289

 Tampa,
 Florida

 March
 27, 2024

 F- 3

Inc.

Balance Sheets

 As
of December 31, 2023 and 2022

 December 31, 2023

 December 31, 2022

 Assets

 Current Assets:

 Cash and cash equivalents

 $
 51,582

 $
 178,694

 Accounts receivable, net

 71,382

 47,734

 Inventory

 25,181

 51,840

 Prepaid expenses and other current assets

 7,987

 7,310

 Total current assets

 156,132

 285,578

 Non-current assets:

 Capitalized software development costs, net

 93,079

 167,543

 Intangible assets, net

 1,432,221

 1,504,332

 Total assets

 $
 1,681,432

 $
 1,957,453

 Liabilities and Stockholders' (Deficit) Equity

 Current Liabilities:

 Accounts payable

 $
 78,907

 $
 85,743

 Other current liabilities

 196,590

 116,774

 Loans payable, current portion

 546,052

 342,391

 Convertible notes payable

 1,235,500

 1,161,918

 Total current liabilities

 2,057,049

 1,706,826

 Non-current liabilities:

 Loans payable, non-current portion

 -

 174,382

 Total non-current liabilities

 -

 174,382

 Total liabilities

 2,057,049

 1,881,208

 Commitments and contingencies (Note 13)

 Stockholders' (Deficit) Equity:

 Preferred stock, 10,000,000 shares authorized

 Preferred stock Series A, $ 0.0001 par value; 1,080,092 shares issued and outstanding

 Preferred stock Series A-2, $ 0.0001 par value; 2,644,424 shares issued and outstanding

 Preferred stock

 Common stock, 900,000,000
 shares authorized, $ 0.0001
par value; 9,735,508 and 9,315,508
 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Additional paid-in capital

 3,606,295

 3,589,837

 Accumulated deficit

 ( 3,983,258
)

 ( 3,514,896
)

 Total stockholders' (deficit) equity

 ( 375,617
)

 76,245

 Total liabilities and stockholders' (deficit) equity

 $
 1,681,432

 $
 1,957,453

 See
accompanying notes to consolidated financial statements.

 F- 4

Inc.

Statements of Operations

 For
the Years Ended December 31, 2023 and 2022

 December 31, 2023

 December 31, 2022

 Revenue

 $
 1,408,995

 $
 1,243,186

 Cost of revenue

 615,388

 623,667

 Gross profit

 793,607

 619,519

 Operating Expenses:

 Sales and marketing

 488,537

 530,317

 General and administrative

 259,108

 387,512

 Research and development

 214,008

 190,117

 Amortization

 72,112

 72,112

 Total Operating Expenses

 1,033,765

 1,180,058

 Net operating loss

 ( 240,158
)

 ( 560,539
)

 Other income (expense)

 Interest expense

 ( 230,494
)

 ( 433,442
)

 Other income

 2,290

 -

 Loss on extinguishment of debt

 -

 ( 2,020
)

 Loss before income taxes

)

)

 Provision on income taxes

 -

 -

 Net loss

 $
)

 $
)

 Basic and diluted net loss per share

 $
 ( 0.05
)

 $
 ( 0.11
)

 Weighted average shares outstanding (basic and diluted)

 9,416,768

 8,997,129

 See
accompanying notes to consolidated financial statements.

 F- 5

Inc.

Statements of Stockholders' (Deficit) Equity

 For
the Years Ended December 31, 2023 and 2022

 Compensation

 Capital

 Deficit

 (Deficit)

 Preferred –

 Stock- Series A

 Preferred

 Stock - Series A-2

 Common Stock

 Unearned Stock

 Additional

 Paid-In

 Accumulated

 Total
 Stockholders' ( Deficit)

 Compensation

 Capital

 Deficit

 Equity

 Balance at January 1, 2022

 $

 $

 8,756,093

 $

 $
 ( 6,968
)

 $
 3,348,681

 $
 ( 2,518,895
)

 $
 824,066

 Warrants issued as deferred financing costs

 -

 -

 -

 -

 -

 -

 -

 81,183

 -

 81,183

 Shares issued for services

 -

 -

 -

 -

 -

 -

 6,968

 -

 -

 6,968

 Conversion of notes payable

 -

 -

 -

 -

 309,415

 -

 77,894

 -

 77,925

 Warrants issued with conversion of notes payable

 -

 -

 -

 -

 -

 -

 -

 2,020

 -

 2,020

 Stock-based compensation expense

 -

 -

 -

 -

 -

 -

 -

 30,084

 -

 30,084

 Share purchase

 -

 -

 -

 -

 250,000

 -

 49,975

 -

 50,000

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance at December 31, 2022

 $

 $

 9,315,508

 $

 $
 -

 $
 3,589,837

 $
 ( 3,514,896
)

 $
 76,245

 Balance

 $

 $

 9,315,508

 $

 $
 -

 $
 3,589,837

 $
 ( 3,514,896
)

 $
 76,245

 Stock-based compensation expense

 -

 -

 -

 -

 -

 -

 -

 6,000

 -

 6,000

 Conversion of notes payable

 -

 -

 -

 -

 420,000

 -

 10,458

 -

 10,500

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance at December 31, 2023

 $

 $

 9,735,508

 $

 $
 -

 $
 3,606,295

 $
 ( 3,983,258
)

 $
 ( 375,617
)

 Balance

 $

 $

 9,735,508

 $

 $
 -

 $
 3,606,295

 $
 ( 3,983,258
)

 $
 ( 375,617
)

 See
accompanying notes to consolidated financial statements.

 F- 6

Inc.

Statements of Cash Flows

 For
the Years Ended December 31, 2023 and 2022

 December 31, 2023

 December 31, 2022

 Operating activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash from operating activities:

 Allowance for doubtful accounts

 10,216

 8,230

 Amortization

 146,575

 127,959

 Amortization of debt and warrant issuance costs

 84,082

 305,996

 Stock-based compensation

 6,000

 30,084

 Shares issued for services

 -

 6,968

 Loss on extinguishment of debt

 -

 2,020

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 33,864
)

 14,510

 Inventory

 26,659

 13,900

 Prepaid expenses and other current assets

 ( 677
)

 15,403

 Accounts payable

 ( 6,836
)

 65,374

 Other current liabilities

 76,580

 54,563

 Cash flows from operating activities

 ( 159,627
)

 ( 350,994
)

 Investing activities:

 Capitalized software

 -

 ( 37,119
)

 Cash flows from investing activities

 -

 ( 37,119
)

 Financing activities:

 Proceeds from sales of common stock

 -

 50,000

 Issuance of convertible notes payable

 -

 400,000

 Proceeds from related-party borrowings

 3,236

 -

 Proceeds of loan borrowings

 388,700

 239,800

 Repayments of loan borrowings

 ( 359,421
)

 ( 379,848
)

 Payment of debt issuance costs

 -

 ( 30,000
)

 Cash flows from financing activities

 32,515

 279,952

 Change in cash

 ( 127,112
)

 ( 108,161
)

 Cash and cash equivalents - beginning of year

 178,694

 286,855

 Cash and cash equivalents - end of period

 $
 51,582

 $
 178,694

 Supplemental disclosures of cash flow activity:

 Cash paid for interest

 $
 61,295

 $
 71,785

 Cash paid for taxes

 $
 -

 $
 -

 Supplemental noncash investing and financing activity:

 Debt and accrued interest converted to shares of common stock

 $
 10,500

 $
 77,925

 Warrants issued in conjunction with convertible note payable

 $
 -

 $
 81,183

 See
accompanying notes to consolidated financial statements.

 F- 7

Inc.

 Notes
to Consolidated Financial Statements

 December
31, 2023 and 2022

 Note
1. The Company

Inc. (the "Company" or the "Registrant") was incorporated in Delaware on September 1, 1983. In 2019, the Company
became engaged in value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior
based remote patient monitoring, chronic care and preventive medicine. On September 23, 2021, the Company changed its state of incorporation
from Delaware to Nevada. On April 19, 2022, the Company changed its name to QHSLab, Inc.

 The
Company is a medical device technology and software-as-a-service ("SaaS") company focused on enabling primary care physicians
("PCP's") to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic
disease as well as provide preventive care through reimbursable procedures.

 Note
2. Going Concern

 The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company
has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. The continuation of the Company's business is dependent upon its ability
to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund
ongoing operations. However, access to such funding may not be available on commercially reasonable terms, if at all. These consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 Note
3. Basis of Presentation

 The
consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the
United States of America ("U.S. GAAP"). In the opinion of management, the accompanying audited consolidated financial statements
include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results
of operations, and cash flows.

 Accounting
Policies

 Use
of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect 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 period. Actual results
could differ from the estimates.

 F- 8

 Principles
of Consolidation: The consolidated financial statements include the accounts of QHSLab, Inc. and its wholly owned
subsidiaries USAQ Corporation, Inc. and Medical Practice Income, Inc. All significant inter-company balances and transactions have
been eliminated.

 Cash
and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments
with original maturities of three months or less to be cash or cash equivalents. Cash and cash equivalents are maintained at banks believed
to be stable, occasionally at amounts in excess of federally insured limits, which represents a concentration of credit risk. The Company
has not experienced any losses on deposits of cash and cash equivalents to date.

 Accounts
Receivable: The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding
balances and adjusts the reserve for uncollectible balances to represent future expected credit losses over the life of the receivables based on past experience, current information
and forward-looking economic considerations. The Company controls its credit risk related
to accounts receivable through credit approvals and monitoring, The Company had no customers that generated 10% or more of its revenue
during 2023. As of December 31, 2023, two customers each comprised greater than 10% of the outstanding accounts receivable balance, one
at 12.3 % and the other at 10.4 %.

 Inventories:
 Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company
uses actual costs to determine its cost basis for inventories. Inventories consist of only finished goods.

 Capitalized
Software Development Costs: Software development costs for internal-use software are accounted for in accordance with Accounting
Standards Codification ("ASC") 350-40, Internal-Use Software. Development costs that are incurred during the application
development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable
that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete
and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating
stages are expensed as incurred. Amortization is calculated on a straight-line basis over three years which is the estimated economic
life of the software and is included in the cost of revenue on the consolidated statements of operations.

 The
estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances
occur that could impact the recoverability of the assets.

 Capitalized
software development costs for internal-use software totaled $ 93,079 as of December 31, 2023 and $ 167,543 as of December 31, 2022. The
Company completed testing of its internally-developed software application ("QHSLab platform") at the end of the first quarter
of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During years ended
December 31, 2023 and 2022 there was $ 74,464 and $ 55,847 of amortization recognized, respectively. There were no impairments recognized
during the years ended December 31, 2023 and December 31, 2022.

 F- 9

 Intangible
Assets: Intangible assets represent the value the Company paid to acquire assets including a trademark, patent and web domain on
June 23, 2021. The provisional allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business
Combination, Related Issues, Initial Measurement. These assets are accounted for in accordance with ASC 350-30, Intangibles, General
Intangibles Other Than Goodwill. The cost of the assets is amortized over the remaining useful life of the assets as follows:

 Schedule of Indefinite-Lived Intangible Assets

 U.S.
 Method Patent

 13.4
 years

 Web
 Domain

 Indefinite
 life

 Trademark

 Indefinite
 life

 The
estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances occur which
may result in an impact to the value of the assets.

 Convertible
Notes Payable:
The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes
which qualify as equity under Accounting Standards Update No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity ("ASU 2020-06"), which simplifies the accounting for certain financial
instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts on an entity's
own equity. ASU 2020-06 removes the separation models required for convertible debt with cash conversion features and convertible instruments
with beneficial conversion features. It also removes certain settlement conditions that were required for equity contracts to qualify
for the derivative scope exception and simplifies the diluted earnings per share calculation for convertible instruments. Accordingly,
the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between
the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded
in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

 Revenue
Recognition: Pursuant to ASC Topic 606, Revenue from Contracts with Customers, or ASC 606, the Company recognizes revenue
upon transfer of control of goods or services, in an amount that reflects the consideration that is expected to be received in exchange
for those goods. The Company does not allow for the return of products and therefore does not establish an allowance for returns.

 To
determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows
the established five-step framework as follows:

 (i)

 identify
 the contract(s) with a customer;

 (ii)

 identify
 the performance obligations in the contract(s);

 (iii)

 determine
 the transaction price;

 (iv)

 allocate
 the transaction price to the performance obligations in the contract(s); and

 (v)

 recognize
 revenue when (or as) the Company satisfies a performance obligation.

 The
Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company
satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the
customer, typically upon delivery of the products.

 The
Company includes shipping and handling fees billed to customers in revenue.

 The
Company also generates revenue through Software-as-a-Service (SaaS) agreements whereby the Company provides physicians' practices
access to its proprietary internally-developed software that provides clinical decision support and patient monitoring. The agreements
provide for either monthly or annual access to the software. The access to the system begins immediately and revenue is recognized over
the agreement term.

 The
Company provides administrative, billing and support services utilizing the Company's internally-developed software. Revenue is
recognized each month based on actual services provided during that month.

 There
are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The
Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the
portfolio have the same terms and management has the expectation that the result will not be materially different from the consideration
of each individual contract.

 Research
and Development: Research and development expense is primarily related to developing and improving methods related to the Company's
Software as a Service (SaaS) platform. Research and development expenses are expensed when incurred. For the years ended December 31,
2023 and 2022, there were $ 214,008 and $ 190,117 of research and development expenses incurred, respectively.

 F- 10

 Stock-based
Compensation: The Company applies the fair value method of ASC 718, Share Based Payment, in accounting for its stock-based
compensation. The standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized
over the service period, which is usually the vesting period. The Company values stock-based compensation at the market price for the
Company's common stock and other pertinent factors at the grant date.

 Earnings
Per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the
period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding
during the period. Dilutive common equivalent shares consist of options and warrants to purchase common stock (only if those options
and warrants are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued
and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation
of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required
to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of December
31, 2023 or 2022.

 Income
Taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of estimated
income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to
temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the
measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 The
Company has net operating losses of $ 3,983,258 which begin to expire in 2027. Future utilization of currently generated federal and state
NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual
limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

 Recently
Issued Accounting Standards

 I n
June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which supersedes current
guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. ASU 2016-13 requires the
establishment of an allowance for estimated credit losses on financial assets including trade and other receivables based on
historical information, current information and reasonable and supportable forecasts, at each reporting date. The new standard may
result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash.
The Company adopted ASU 2016-13 as of January 1, 2023, and the adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.

 This Annual Report on Form 10-K does not discuss
recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company's financial
condition, results of operations, cash flows or disclosures.

 F- 11

 Note
4. Accounts Receivable

 Accounts
receivable is recorded in the consolidated balance sheets when customers are invoiced for revenue to be collected and there is an unconditional
right to receive payment. Timing of revenue recognition may differ from the timing of invoicing customers resulting in deferred revenue
until the Company satisfies its performance obligation.

 Accounts
receivable is presented net of an allowance for doubtful accounts that represents future expected credit losses over the life of the receivables based on past experience,
current information and forward-looking economic considerations. The beginning and ending balances of accounts receivable, net of allowance,
are as follows:

 Schedule of Accounts Receivable

 2023

 2022

 Accounts receivable

 $
 89,827

 $
 55,964

 Allowance for doubtful accounts

 ( 18,445
)

 ( 8,230
)

 Accounts receivable, net

 $
 71,382

 $
 47,734

 Note
5. Capitalized Software and Intangible Assets

 Non-current
assets consist of the following at December 31, 2023 and 2022:

 Schedule of Intangible Assets

 Estimated Useful Life
 (in years)

 2023

 2022

 Capitalized software

 3.0

 $
 223,390

 $
 223,390

 Accumulated amortization

 ( 130,311
)

 ( 55,847
)

 Capitalized software, net

 $
 93,079

 $
 167,543

 Intangible Assets:

 U.S. Method Patent

 13.4

 $
 967,500

 $
 967,500

 Web Domain

 N/A

 161,250

 161,250

 Trademark

 N/A

 483,750

 483,750

 Total Intangible assets

 $
 1,612,500

 $
 1,612,500

 Accumulated amortization

 ( 180,279
)

 ( 108,168
)

 Intangible assets, net

 $
 1,432,221

 $
 1,504,332

 Capitalized
software represents the development costs for the Company's internal-use QHSLab platform software. The Company completed testing
of its QHSLab platform software application at the end of the first quarter of 2022 and began to amortize the capitalized expenses on
a straight-line basis over the useful life of the software. During the years ended December 31, 2023 and 2022 there was $ 74,464 and $ 55,847
of amortization expense, respectively. Amortization related to the QHSLab platform is recorded within cost of revenue on the Company's
consolidated statements of operations. There were no impairments recognized during the years ended December 31, 2023 and 2022.

 The
intangible assets represent the value the Company paid to acquire the trademark "AllergiEnd", the web domain "AllergiEnd.com"
along with the U.S. Method Patent registration relating to the allergy testing kit and related materials the Company distributes to physician
clients. The Company acquired the intangible assets from MedScience Research Group as of June 23, 2021 for total consideration of $ 1,612,500
which was financed through a combination of restricted stock and a promissory note. The allocation of the purchase price to each of these
assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. The assets are being
amortized over their useful lives beginning July 1, 2021. The Trademark and Web Domain are determined to have an indefinite life and
will be tested annually for impairment in accordance with ASC 350-30-35, Intangibles, General Intangibles Other Than Goodwill.
There was $ 72,112 of amortization expense during each of the years ended December 31, 2023 and 2022.

 The Company evaluates intangible assets with infinite lives for impairment at least annually and evaluates intangible assets
with finite lives when events or circumstances indicate an impairment may exist. No impairments or changes in useful lives were
recognized during the years ended December 31, 2023 and 2022.

 F- 12

 Note
6. Loans Payable

 On
June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc ("MedScience")
(See Note 5 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum
of $ 750,000. The principal, along with associated interest, are being paid in 36 equal monthly installments that began in July 2021.
The Company has deferred certain principal payments and MedScience has indicated that it would forbear taking any action but reserves
all its rights under its agreement. The most recent notice of forbearance was received on February 19, 2024. The combined principal due along with accrued interest
as of December 31, 2023 is $ 396,138 and as of December 31, 2022 was $ 426,451.

 On
November 28, 2022, the Company entered into another fixed-fee short-term loan with its merchant bank and received $ 111,300 in loan proceeds.
The loan payable is due in May 2024. The loan was repaid by the merchant bank withholding an agreed-upon percentage of payments they processed on behalf of the Company
with a minimum of $ 13,776 paid every 60 days. As of December 31, 2023 and 2022, the loan balance was $ 0 and $ 93,146, respectively.

 On
April 21, 2023, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 162,000 in loan proceeds. The
loan was repaid by the merchant bank withholding an agreed-upon percentage of payments they processed on behalf of the Company with a
minimum of $ 20,538 paid every 60 days. The loan payable was due in October 2024 and repaid in full during October 2023.

 On
October 5, 2023, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 226,700 in loan proceeds.
The loan is repaid by the merchant bank withholding an agreed-upon percentage of payments they process on behalf of the Company with
a minimum of $ 28,463 paid every 60 days. The loan payable is due in April 2025. As of December 31, 2023, the loan balance is $ 174,092.

 F- 13

 Note
7. Convertible Notes Payable

 Convertible
notes payable at December 31, 2023 and 2022 consist of the following:

 Schedule of Convertible Notes Payable

 2023

 2022

 Note 1 – Shareholder

 $
 100,000

 $
 100,000

 Note 2 – Mercer Note

 695,500

 706,000

 Note 3 – Mercer Note #2

 440,000

 440,000

 Total

 1,235,500

 1,246,000

 Debt discount and issuance costs

 -

 ( 84,082
)

 Total convertible notes payable

 1,235,500

 1,161,918

 Less: current portion

 1,235,500

 1,161,918

 Non-current portion

 $
 -

 $
 -

 Note
1 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 to a shareholder
(Note 1). The Note bears interest at the rate of 10 % per annum and matures on September 30, 2022 (the "Maturity Date") at
which date all outstanding principal and accrued and unpaid interest are due and payable. On October 1, 2022, the Maturity Date of Note
1 was extended to December 31, 2023. The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common
shares at a conversion price equal to the greater of a 25% discount to the 15-day average market price of the Company's common
stock or $0.50. The principal and interest accrued are convertible at any time through the maturity date of December 31, 2023 at the
option of the holder using the same conversion calculation. As of December 31, 2023 and 2022, this Note had $ 26,521 and $ 16,521, respectively,
of accrued interest.

 Note
2 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to
which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the "$806,000 Note") in the
principal amount of $ 806,000 and warrants to purchase 930,000 shares of the Company's common stock for aggregate consideration
of $ 750,000. In addition, pursuant to the Purchase Agreement the Company entered into a Registration Rights Agreement with the investor.

 The
principal amount of the $ 806,000 Note and all interest accrued thereon is payable on August 10, 2022, and is secured by a lien on substantially
all of the Company's assets. The $ 806,000 Note provides for interest at the rate of 5 % per annum, payable at maturity, and is convertible
into common stock at a price of $ 0.65 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate
events, the $ 806,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock
equivalents, as defined in the $ 806,000 Note, at a per share price lower than the conversion price then in effect, the conversion price
will be reduced to the per share price at which such stock or common stock equivalents were sold.

 On
November 11, 2021, Mercer Street Global Opportunity Fund, LLC ("Mercer Fund"), converted $ 50,000 of the principal amount
of the $ 806,000 Note into 76,923 shares of the Company's common stock at a price of $ 0.65 per share.

 F- 14

 The
 930,000 Warrants are initially exercisable for a period of three years at a price of $ 1.25 per share, subject to customary anti-dilution
adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $ 806,000
Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided
in the Registration Rights Agreement. The Warrants may be exercised by means of a "cashless exercise" if at any time the
shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

 As
a result of the issuance of a $ 440,000 Original Issue Discount Secured Convertible Promissory Note effective July 19, 2022, (Note 3)
convertible into shares of the Company's common stock at a price of $ 0.20 per share, the price at which the $ 806,000 Note may be
converted into shares of the Company's common stock has been reduced to $ 0.20 per share. On July 27, 2022, Mercer Fund converted
$ 50,000 of the principal amount of the $ 806,000 Note into 250,000 shares of the Company's common stock at a price of $ 0.20 per
share.

 On October 5, 2023, at the request of Mercer Fund, the Company agreed to reduce the conversion price with respect
to $ 10,500 of the amounts payable pursuant to the $ 806,000 Note to two and one-half ($ 0.025) cents per share. The balance of the amounts
payable pursuant to the $ 806,000 Note remain convertible into shares of common stock of the Company at a price of twenty ($ 0.20) cents
per share.

 On
February 19, 2024, the Company received the most recent notice from the manager of Mercer Fund of its agreement to forebear from the
exercise of any rights it might have as a result of any defaults under the $ 806,000
Note and the related documents between the Company and the Mercer Fund, provided that the Mercer Fund reserved all of its rights
under such agreements. The $ 806,000
Note continues to accrue interest at 5 %.

 As
of December 31, 2023, all original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants,
have been recognized. The remaining principal balance of $ 695,500,
along with associated interest, is recorded with current liabilities on the Company's consolidated balance sheets. As of December
31, 2023, the $ 806,000
 Note had $ 87,344
 of accrued interest, total unamortized debt issuance
costs of $ 0,
including the Warrant and the remaining discount. As of December 31, 2022, the $ 806,000
 Note had $ 52,171
 of accrued interest.

 Note
3 – Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with Mercer Fund pursuant to which it issued
an Original Issue Discount Secured Convertible Promissory Note (the "$440,000 Note") in the principal amount of $ 440,000
and warrants to purchase 550,000 shares of the Company's common stock for aggregate consideration of $ 400,000. In addition, pursuant
to the Purchase Agreement the Company entered into a Registration Rights Agreement with Mercer Fund.

 The
principal amount of the $ 440,000 Note and all interest accrued thereon is payable on July 19, 2023, and are secured by a lien on substantially
all of the Company's assets. The $ 440,000 Note provides for interest at the rate of 5 % per annum, payable at maturity, and is convertible
into common stock at a price of $ 0.20 per share. In addition to customary anti-dilution adjustments upon the occurrence of certain corporate
events, the $ 440,000 Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock
equivalents, as defined in the $ 440,000 Note, at a per share price lower than the conversion price then in effect, the conversion price
will be reduced to the per share price at which such stock or common stock equivalents were sold.

 The
$ 440,000 Note provides for various events of default similar to those provided for in similar transactions, including the failure to
timely pay amounts due thereunder. The $ 440,000 Note provides further that the Company will be liable to the Mercer Fund for various
amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion
of the $ 440,000 Note for sale by the Mercer Fund under the Securities Act or otherwise fails to facilitate Buyer's sale of the
shares issuable upon conversion of the $ 440,000 Note as required by the terms of the $ 440,000 Note.

 On
February 19, 2024 the Company received the most recent notice from the manager of the Mercer Fund, LLC that it agreed to forebear
from exercising any rights it might have as a result of any defaults under the $ 440,000
Note and the related documents between the Company and the Fund, provided that it reserved all of its rights.

 The
 550,000 Warrants are initially exercisable for a period of three years at a price of $ 0.50 per share, subject to customary anti-dilution
adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the $ 440,000
Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the investor as provided
in the Registration Rights Agreement. The Warrants may be exercised by means of a "cashless exercise" if at any time the
shares issuable upon exercise of the Warrant are not covered by an effective registration statement.

 The
Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 days following the closing
of the issuance of the $ 440,000 Note, a registration statement (the "Registration Statement") with respect to all shares
which may be acquired upon conversion of the $ 440,000 Note and exercise of the Warrant (the "Registrable Securities") and
to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the $ 440,000 Note,
provided, that if the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to
further review and comments, the Company shall cause the Registration Statement to be declared effective on the fifth trading day following
the date on which the Company is so notified. The Company is to cause the Registration Statement to remain continuously effective until
all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume
or other limitations of such rule, or are otherwise not required to be registered in reliance upon the exemption in Section 4(a)(1) or
4(a)(7) under the Securities Act.

 F- 15

 The
Company accounts for the allocation of its issuance costs related to its Warrants in accordance with ASC 470-20, Debt with Conversion
and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to
the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used
the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants.

 The
Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions
such as the expected term of the Warrants, expected volatility of the Company's stock price over the expected term, expected risk-free
interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology
is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded
as debt issuance costs and additional paid in capital.

 The
principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which
are being recognized over the life of the $ 440,000 Note, along with associated interest, is recorded with current liabilities on the
Company's consolidated balance sheets. As of December 31, 2023, the $ 440,000 Note had $ 31,764 of accrued interest, total unamortized
debt issuance costs of $ 0, including the Warrant value and the discount. As of December 31, 2022, the $ 440,000 Note had $ 9,764 of accrued
interest, total unamortized debt issuance costs of $ 61,836, including the Warrant value, and the remaining discount of $ 22,247.

 Note
8. Preferred Stock

 Issuance
of Series A Preferred Stock

 The
shares of Series A Preferred Stock have a stated value of $ 0.25 per share and are initially convertible into shares of common stock at
a price of $ 0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue
dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought
before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes,
initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote.

 Issuance
of Series A-2 Preferred Stock

 The
shares of Series A-2 Preferred Stock have a stated value of $ 0.16 per share and are convertible into shares of common stock at a price
of $ 0.16 per share (subject to adjustment upon the occurrence of certain events). The rights of holders of the Company's common
stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible
Preferred Shares. The rights of the holders of the Company's Series A-2 Preferred Shares are pari passu to the rights of the holders
of the Company's Series A Preferred Shares currently outstanding.

 Holders
of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company's common stock
and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall
be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable
record date.

 F- 16

 Note
9. Loss Per Common Share

 The
Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common
share were determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding
during the period. The Company's potentially dilutive shares, which include outstanding common stock options, common stock warrants,
and convertible debt have not been included in the computation of diluted net loss per share for the years ended December 31, 2023 and
2022 as the result would be anti-dilutive.

 Schedule of Anti-dilutive Securities Excluded from Calculation of Earning Per Share

 2023

 2022

 Years Ended

 2023

 2022

 Stock options

 1,100,000

 1,100,000

 Stock warrants

 1,494,854

 1,576,647

 Total shares excluded from calculation

 2,594,854

 2,676,647

 Antidilutive securities

 2,594,854

 2,676,647

 Note
10. Stock-based Compensation

 During
the years ended December 31, 2023 and 2022, there was $ 6,000 and $ 30,084, respectively, in stock-based compensation associated with stock
options included in research and development expense. Additionally, during the same periods there was $ 0 and $ 6,968, respectively, of
expense associated with shares issued for services recorded in General and administrative expense.

 There
were no
 options granted during the years ended December
31, 2023 and 2022. There were no
 options exercised, forfeited or cancelled during
either period.

 As
of December 31, 2023, all compensation related to the 1,100,000 outstanding options has been recognized. As of December 31, 2022, there
was $ 6,000 of unrecognized compensation related to the 1,100,000 outstanding options which was recognized over a weighted-average period
of 3 months. The options were expensed over the vesting period for each Advisor.

 Options
outstanding at December 31, 2023 consist of:

 Schedule of Options Outstanding and Exercisable

 Date Issued

 Number
 Outstanding

 Number
 Exercisable

 Exercise Price

 Expiration Date

 March 12, 2020

 500,000

 500,000

 $
 0.40

 March 12, 2025

 June 27, 2020

 150,000

 150,000

 $
 0.40

 June 27, 2025

 January 1, 2021

 450,000

 450,000

 $
 0.65

 December 31, 2025

 Total

 1,100,000

 1,100,000

 Warrants
outstanding at December 31, 2023 consist of:

 Schedule of Warrants Outstanding and Exercisable

 Date Issued

 Number
 Outstanding

 Number
 Exercisable

 Exercise Price

 Expiration Date

 August 10, 2021

 930,000

 930,000

 $
 1.25

 August 9, 2024

 February 23, 2022

 14,854

 14,854

 $
 0.705

 February 22, 2024

 July 19, 2022

 550,000

 550,000

 $
 0.50

 July
 18, 2025

 Total

 1,494,854

 1,494,854

 F- 17

 Note
11. Related-Party Transactions

 Due
to Related Parties: Amounts due to related parties consist of cash advances received from our majority shareholder, bear no
interest and are due on demand. As of December 31, 2023 and 2022 amounts due to related-parties totaled $ 3,236
and $ 0,
respectively and are included in other current liabilities on the Company's consolidated balance sheets.

 Convertible
notes payable, related party: See Note 7.

 Note
12. Income Taxes

 The
Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires recognition of estimated income taxes
payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences
and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred
income tax assets being reduced by available tax benefits not expected to be realized. Given its history of net operating losses, the
Company has determined that it is more likely than not that it will not be able to realize the tax benefit of its net operating loss
carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.

 The
valuation allowance at December 31, 2023 and 2022 was $ 836,484 and $ 738,128, respectively. The net change in valuation allowance during
the years ended December 31, 2023 and 2022 were $ 98,356 and $ 209,160, respectively. 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 income tax assets will not be realized.
That realization is dependent upon the future generation of taxable income during the period in which those temporary differences become
deductible. The Company considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax
planning strategies in making this assessment. Based on these considerations, the Company has determined that enough uncertainty exists
regarding the realization of the deferred tax asset balance to apply a full valuation allowance against these assets as of December 31,
2023 and 2022. All tax years remain open for examination by taxing authorities.

 Reconciliation
between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2023 and 2022 are as
follows:

 Schedule
of Effective Income Tax Reconcillation

 2023

 2022

 For the Years Ended

 2023

 2022

 Income tax at federal statutory rate

 21.00
 %

 21.00
 %

 Valuation allowance

 ( 21.00
)%

 ( 21.00
)%

 Income tax expense

 —

 —

 The
Company has net operating losses of $ 3,983,258 which begin to expire in 2027. Future utilization of currently generated federal and state
NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual
limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

 Note
13. Commitments and Contingencies

 There
are no pending or threatened legal proceedings as of December 31, 2023. The Company has no non-cancellable operating leases.

 Note
14. Subsequent Event

 On March 4, 2024, Mercer Street Global Opportunity Fund, LLC, converted $ 10,500 of the principal amount of the
$ 806,000 Secured Convertible Promissory Note issued August 10, 2021, into 420,000 shares of the Company's common stock at a price
of $ 0.025 per share.

 F- 18