Cardiff Lexington Corporation 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment
No. 2)

 (Mark One)

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

 For the fiscal year ended: December 31, 2023

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

 For the transition period from ____________ to
_____________

 Commission File No. 000-49709

 CARDIFF LEXINGTON CORPORATION

 (Exact name of registrant as specified in its charter)

 Nevada

 84-1044583

 (State or other jurisdiction of incorporation or organization)

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

 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV

 89169

 (Address of principal executive offices)

 (Zip Code)

 ( 844) 628-2100

 (Registrant's telephone number, including area code)

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

 Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.001 par value

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

 Indicate 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 x

 Indicate 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 x No

 Indicate 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 during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes x
No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 x

 Smaller reporting company x

 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.

 Indicate 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 by the registered public accounting firm that prepared or issued its audit report.

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

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

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

 As of September 30, 2023 (the last business day
of the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's common
stock held by non-affiliates (based upon the closing price of such shares as reported on OTC Pink Market) was approximately $ 868,776.
Shares held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded
from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.

 As of March 22, 2024, there were a total of 8,664,495
shares of common stock of the registrant issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 Cardiff Lexington
Corporation (the "Company") is filing this Amendment No. 2 on Form 10-K/A ("Amendment") to amend
its Annual Report on Form 10-K for the year ended December 31, 2023, which was originally filed with the Securities and Exchange
Commission on March 27, 2024 and was previously amended on July 24, 2024 (the "Form 10-K").

 This Amendment
is being filed solely to file the correct report of the Company's independent registered public accounting firm with the Company's
financial statements as the previous amendment inadvertently included the prior report, as well as to file the correct version of Exhibit
23.1. Except for the foregoing, no other changes are made to the Form 10-K. The Form 10-K, as amended by this Amendment, continues to
be as of March 27, 2024 and does not reflect events occurring after March 27, 2024.

 Cardiff Lexington Corporation

 Annual Report on Form 10-K

 Year Ended December 31, 2023

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 INTRODUCTORY NOTES

 Use of Terms

 Except as otherwise indicated by the context and
for the purposes of this report only, references in this report to "we," "us," "our" and "our
company" are to Cardiff Lexington Corporation, a Nevada corporation, and its consolidated subsidiaries.

 Special Note Regarding Forward-Looking Statements

 This report contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management's beliefs and assumptions and on information
currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate
to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may
cause our 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 these forward-looking statements. Forward-looking statements include, but
are not limited to, statements about:

 our ability to successfully identify and acquire additional businesses;

 our ability to effectively integrate and operate the businesses that we acquire;

 our expectations around the performance of our current businesses;

 our ability to maintain our business model and improve our capital efficiency;

 our ability to effectively manage the growth of our business;

 our ability to maintain profitability;

 the competitive environment in which our businesses operate;

 trends in the industries in which our businesses operate;

 the regulatory environment in which our businesses operate under;

 changes in general economic or business conditions or economic or demographic trends in the United States, including changes in interest rates and inflation;

 our ability to service and comply with the terms of indebtedness;

 our ability to retain or replace qualified employees of our businesses;

 labor disputes, strikes or other employee disputes or grievances;

 casualties, condemnation or catastrophic failures with respect to any of our business' facilities;

 costs and effects of legal and administrative proceedings, settlements, investigations and claims; and

 extraordinary or force majeure events affecting the business or operations of our businesses.

 In some cases, you can identify forward-looking
statements by terms such as "may," "could," "will," "should," "would," "expect,"
"plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item
1A " Risk Factors " and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying
assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking
statements. No forward-looking statement is a guarantee of future performance.

 ii

 In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.

 The forward-looking statements made in this report
relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the
federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, changed circumstances or any other reason.

 Reverse Stock Split

 On January 9, 2024, we effected a 1-for-75,000
reverse split of our outstanding common stock. All share and per share data set forth in this report has been retroactively adjusted to
reflect this reverse stock split.

 iii

 ITEM 1.

 BUSINESS.

 Overview

 We are an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders.
Specifically, we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms of growth stages
and capital structures and we intend to focus our portfolio of subsidiaries approximately as follows: 80% will be targeted to established
profitable niche small to mid-sized healthcare companies and 20% will be targeted to second stage startups in healthcare and related financial
services (emerging businesses with a strong organic growth plan that is materially cash generative).

 On May 31, 2021, we acquired Nova Ortho and Spine,
LLC, or Nova, which operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic
injury victims with primary care evaluations, interventional pain management, and specialty consultation services. We focus on plaintiff
related care are and a highly efficient provider of emergency medical condition, or EMC, assessments. We provide a full range of diagnostic
and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and
nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles.

 We also own a real estate company, Edge View Properties,
Inc., or Edge View, which we acquired on July 16, 2014. Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots
already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current
housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon
for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2)
acre pond. Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans
to enter into a joint venture agreement with a developer for this planned concept development.

 Our Corporate History and Structure

 We were incorporated on September 3, 1986 in Colorado
as Cardiff International Inc. On November 10, 2005, we merged with Legacy Card Company and became Cardiff Lexington Corporation. On August
27, 2014, we redomiciled and became a corporation under the laws of Florida. On April 13, 2021, we redomiciled and became a corporation
under the laws of Nevada.

 All of our operations are conducted through our
operating subsidiaries, Nova and Edge View. Nova was organized in the State of Florida on December 3, 2018 and Edge View was incorporated
in the State of Idaho on February 9, 2005.

 The following chart depicts our current organizational
structure:

 During the year ended December 31, 2023, we sold
our financial services (tax resolution) business, Platinum Tax Defenders, or Platinum Tax, that we acquired on July 31, 2018, which was
a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary, we provided fee-based tax resolution services
to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.

 We also previously owned all of the equity interests
of We Three, LLC, d/b/a Affordable Housing Initiative, or AHI, an affordable home acquirer located in Maryville, Tennessee. On October
31, 2022, we entered into a buyback agreement to sell AHI back to the original owners in exchange for the return of 175,045 shares of
series F preferred stock by the original owners and our issuance of 67,500 shares of series B preferred stock to the original owners.

 Our Business Strategy

 We employ an acquisition and value creation strategy,
with the goal of locating undervalued and undercapitalized healthcare companies and providing them capitalization and leadership in order
to maximize the value and potential of their private, often family run, enterprises while also providing diversification and risk mitigation
for our stockholders. Our primary focus is on the healthcare sector, with holdings and real estate, where we utilize our management team's
relationship networks, industry experiences and deal sourcing capabilities to target companies we believe have an experienced management
team and compelling assets which we believe are well positioned for growth. Our culture emphasizes core values, teamwork, accountability,
and performance. Specifically, we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms
of growth stages and capital structures and we intend to focus our portfolio of subsidiaries approximately as follows: 80% will be targeted
to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second stage startups in healthcare
and related financial services (emerging businesses with a strong organic growth plan that is materially cash generative). Our acquisition
strategy is driven by structure, transaction value, alignment, resources and return on investment. As we identify potential targets, it
is also our strategy and goal to identify and recruit the right operating executive partners that have the requisite tools and experience
to manage and grow our existing and newly acquired subsidiaries. Based on our management's long history and experience in building
relationships with a vast number of executives and their teams, we are confident that we have placed or left successful executives in
charge of our current subsidiaries and will be able to identify appropriate executives to add long term value to any future acquisitions.

 After our acquisitions, the entities become wholly
owned subsidiaries and the target company's management team either maintains responsibility for the day-to-day operations or we
locate suitable executives to overtake responsibility for the entities. We believe that we can then provide these entities with some of
the benefits of being a publicly traded company, including but not limited to, providing them with increased access to funding that we
can obtain on their behalf in the capital markets for operations or expansion and our management team's experience operating businesses.
Our combined acquisition and value creation strategy drives our goal to deliver our public stockholders an opportunity to own a long term,
stable, durable compounding equity investment that can produce strong returns.

 Our Market Opportunity

 Utilizing our management teams and principals'
expansive network of relationships, we believe there are a substantial number of small to mid-sized healthcare companies, second stage
startups – emerging businesses with a strong organic growth plan that is materially cash generative and income producing real estate
holdings that we can seek to acquire that can potentially generate attractive returns for our stockholders. We further believe the economic
and market dislocation resulting from the COVID-19 pandemic enhanced our opportunity to obtain potentially profitable businesses, which
are facing lingering working capital challenges post pandemic, but have rebounded and returned to or near previous levels of profitability.
In this environment, we believe the expertise and relationships of our management team represent a compelling value proposition for potential
business targets looking for additional working capital infusion, a pathway to exit some equity, and leadership to assist them to grow
and expand.

 Our Acquisition Process

 In evaluating a potential target business, we
conduct a comprehensive due diligence review to determine a company's quality and its intrinsic value. That due diligence review
may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations
with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information that we will seek
to obtain as part of our analysis of a target company. Upon the consummation of an acquisition agreement with a target company, it becomes
a wholly owned subsidiary of our company.

 We anticipate structuring our acquisitions in
such a way so that the post-business combination subsidiary company will own or acquire 100% of the equity interests or assets of the
target business or businesses. We may, however, structure future acquisitions such that the post-business combination company owns or
acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or stockholders or for other reasons, but we will only complete such acquisition if the post-business subsidiary company owns or
acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment
Company Act.

 If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses,
it may be unable to do so if the board of directors is less familiar or experienced with the target company's business, there is
a significant amount of uncertainty as to the value of the company's assets or prospects, including if such company is at an early
stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized
skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis.

 We finance acquisitions primarily through additional
equity and debt financings. We believe that having the ability to finance most, if not all, acquisitions with the general capital resources
raised by our company, rather than financing relating to the acquisition of individual businesses, provides us with an advantage in acquiring
attractive businesses by minimizing delay and closing conditions that are often related to acquisition-specific financings. Because the
timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully
from attractive acquisition opportunities. The sale of additional shares of any class of equity will be subject to market conditions and
investor demand for such shares at prices that may not be in the best interest of our stockholders. The sale of additional equity securities
could also result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and
could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts
or on terms acceptable to us, if at all. See also Item 1A " Risk Factors—Risks Related to Our Business and Structure—We
may not be able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could
impede the implementation of our acquisition strategy."

 The time required to select and evaluate a target
business and to structure and complete acquisitions, and the costs associated with this process, are not currently ascertainable with
any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
any acquisition is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another
acquisition.

 Members of our management team, including our
officers and directors, will directly or indirectly own a majority of our securities following this offering and, accordingly, may have
a conflict of interest in determining whether a particular target company is an appropriate business with which to effectuate our initial
business combination.

 We have not selected any specific business combination
target for our next acquisition, and we have not entered into any letters of intent, nor has anyone on our behalf, initiated any substantive
acquisition discussions, directly or indirectly, with any specific business combination target.

 To the extent we effect any future acquisition
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

 There are several risks associated with our acquisition
strategy, including the following risks, which are described more fully in Item 1A " Risk Factors—Risks Related to Our Business
and Structure ":

 our acquisition strategy exposes us to substantial risk;

 we may experience difficulty as we evaluate, acquire and integrate businesses that we may acquire, which
could result in drains on our resources, including the attention of our management, and disruptions of our on-going business;

 we may not be able to effectively integrate the businesses that we acquire;

 we face competition for businesses that fit our acquisition strategy and, therefore, we may have to acquire
targets at sub-optimal prices or, alternatively, forego certain acquisition opportunities;

 we may not be able to successfully fund acquisitions due to the unavailability of debt or equity financing
on acceptable terms, which could impede the implementation of our acquisition strategy; and

 we may change our management and acquisition strategies without the consent of our stockholders, which
may result in a determination by us to pursue riskier business activities.

 Competition

 In identifying, evaluating, and selecting potential
target business for acquisition, we may encounter intense competition from other entities having a business objective similar to ours,
including blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.
Many of these entities are well established and have extensive experience identifying and effecting acquisitions directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human, and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Any of these factors may place us at a competitive disadvantage in successfully negotiating an acquisition.

 Competitive Strengths

 We believe that we have several competitive advantages
that differentiate us from other holding companies. Our competitive strengths include:

 Management Operating and Investing Experience. Our directors and executive officers have significant executive, investment
and operational experience in the management and growing of small and middle market companies. We believe that this breadth of experience
provides us with a competitive advantage in evaluating businesses and acquisition opportunities.

 Extensive Network of Small to Middle Market Companies. As a result of their experience with acquisitions and in providing
services to small to middle market companies around the United States, our management team members have developed a broad array of contacts
at private and closely held companies. We believe that these contacts will be important in generating potential acquisition opportunities
for us.

 Public Company Benefits. We believe our structure will make us an attractive business transaction partner to prospective
acquisition targets. As an existing public company, we will be able to raise capital to deploy to our acquired businesses for their business
operations. Additionally, we will be able to offer to the employees of our subsidiaries equity in our company as an additional means of
creating management incentives that are better aligned with stockholder's interests.

 Maintaining of day-to-day control of operations. As part of our acquisition criteria for a target company, we search
for companies with what we believe are strong management teams, which allows us to have the management team maintain control of the day-to-day
operations of the companies. We believe this model is attractive to target companies with management desiring to obtain the benefits of
being a public company while maintaining control over the operations of their company.

 Intellectual Property

 We do not have any intellectual property at our
holding company.

 Employees

 As of December 31, 2023, our company had three
full-time employees (excluding our operating subsidiaries described below). None of our employees are represented by labor unions, and
we believe that we have an excellent relationship with our employees.

 Regulation

 We do not expect that our holding company will
be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory
authorities.

 Healthcare Business

 Our healthcare business is operated by Nova,
which we acquired on May 31, 2021. This business accounted for all of our revenues for the years ended December 31, 2023 and 2022.

 Overview

 We operate a group of regional primary specialty
and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care evaluations, interventional pain
management, and specialty consultation services. We focus on plaintiff related care are and a highly efficient provider of EMC assessments.
We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints,
tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping
patients return to active lifestyles.

 The Healthcare Market

 The healthcare sector is defined as end users
whose primary business is the delivery of medical, patient care or treatment, medical diagnostic services, or medical care provided in
connection with disaster relief, including, but not limited to (i) professional medical and healthcare service companies, businesses,
institutions and enterprises, (ii) medical diagnostics facilities and laboratories having patient interaction, (iii) government and private
organizations providing medical care in connection with disaster relief and (iv) firms selling products or services into such end users.
Examples of such end users are: hospitals, including their pharmacies; integrated medical service provider networks and their member facilities;
surgery centers, including their pharmacies; blood banks; bone and tissue centers; physician and medical clinic offices including their
pharmacies; psychiatric health facilities, including their pharmacies; clinics in retail outlets that perform or provide medical services
or care; long-term medical care facilities, including their pharmacies; medical care components of the Red Cross or other disaster relief
organizations; and dental care facilities.

 Services

 We provide a full range of diagnostic and surgical
services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. Orthopedic
and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture care and hand surgery, as well as spinal
surgery.

 Our service model is designed to promote referral
relationships, facilitate patient access, and coordinate administration among our company, as a medical provider, personal injury
attorneys, and chiropractors. This "referral relationship" approach to case management results in increased revenue as attorneys
consider the value of our patient management process when brokering settlements. As EMC and early stage continued care providers, we believe
that we have superior access to patient information to determine the validity of each case and manage cases appropriately.

 Revenue is primarily provided by bodily injury
policies, general liability policies, and personal injury protection policies, which partially insulates our business from the declining
reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies.

 Healthcare Facilities

 We currently operate ten facilities, most of which
were opened in the last twenty-four months. As of December 31, 2023, management estimates that the ten facilities are operating at 35%
capacity. We believe that the most important factors relating to the overall utilization of a facility include adequate working capital,
the quality and market position of the facility and the number, quality and specialties of physicians providing patient care within the
facility. Other factors that affect utilization include general and local economic conditions, market penetration, the degree of outpatient
use, the availability of reimbursement programs such as Medicare and Medicaid, and demographic changes such as the growth in local populations.
Utilization across the industry is also being affected by improvements in clinical practice, medical technology and pharmacology. Current
industry trends in utilization and occupancy have been significantly affected by changes in reimbursement policies of third party payers.
We are also unable to predict the extent to which these industry trends will continue or accelerate.

 Customers, Sales and Marketing

 As of December 31, 2023, we provide services to
approximately 150-180 patients per month at ten facilities. Patients are primarily referred through a growing network of personal injury
attorneys, insurance carriers, physical therapy providers, and chiropractic care providers.

 Competition

 The health care industry is highly competitive.
In recent years, competition among healthcare providers for patients, such as our company, has intensified in the United States
due to, among other things, regulatory and technological changes, increasing use of managed care payment systems, cost containment pressures
and a shift toward outpatient treatment. In all of the geographical areas in which we operate, there are other facilities that provide
services comparable to those offered by our facilities. In addition, some of our competitors include hospitals that are owned by tax-supported
governmental agencies or by nonprofit corporations and may be supported by endowments and charitable contributions and exempt from property,
sale and income taxes. Such exemptions and support are not available to us.

 Certain of our competitors may have greater financial
resources, be better equipped and offer a broader range of services than us. The increase in outpatient treatment and diagnostic facilities,
outpatient surgical centers and freestanding ambulatory surgical also increases competition for us.

 The number and quality of the physicians on a
facility's staff are important factors in determining a facility's success and competitive advantage. Typically, physicians
are responsible for making admissions decisions and for directing the course of patient treatment. We believe that physicians refer patients
to a facility primarily on the basis of the patient's needs, the quality of other physicians on the medical staff, the location
of the facility and the breadth and scope of services offered at the facility. We strive to retain and attract qualified doctors by maintaining
high ethical and professional standards and providing adequate support personnel, technologically advanced equipment and facilities that
meet the needs of those physicians.

 In addition, we depend on the efforts, abilities,
and experience of our medical support personnel, including our nurses, pharmacists and lab technicians and other health care professionals.
We compete with other health care providers in recruiting and retaining qualified management, nurses and other medical personnel. Our
healthcare facilities are experiencing the effects of a nationwide staffing shortage, which has caused and may continue to cause an increase
in salaries, wages and benefits expense in excess of the inflation rate. In addition, there are requirements to maintain specified nurse-staffing
levels. To the extent we cannot meet those levels, we may be required to limit the healthcare services provided, which would have a corresponding
adverse effect on our net operating revenues.

 Although most of our revenue is provided by bodily
injury policies, general liability policies, and personal injury protection policies, our ability to negotiate favorable service contracts
with purchasers of group health care services also affects our competitive position and significantly affects the revenues and operating
results of our facilities. Managed care plans attempt to direct and control the use of services and to demand that we accept lower rates
of payment. In addition, employers and traditional health insurers are increasingly interested in containing costs through negotiations
with facilities for managed care programs and discounts from established charges. In return, facilities secure commitments for a larger
number of potential patients. Generally, facilities compete for service contracts with group health care service purchasers on the basis
of price, market reputation, geographic location, quality and range of services, quality of the medical staff and convenience. The importance
of obtaining contracts with managed care organizations varies from market to market depending on the market strength of such organizations.

 A key element of our growth strategy is expansion
through opening additional locations and the acquisition of additional facilities in select markets. The competition to acquire healthcare
facilities is significant. We compete for acquisitions with other for-profit healthcare companies, private equity and venture capital
firms, as well as not-for-profit entities. Some of our competitors have greater resources than we do. We intend to selectively seek opportunities
to expand our base of operations by adhering to our disciplined program of rational growth but may not be successful in accomplishing
acquisitions on favorable terms.

 Competitive Strengths

 We believe that we have several competitive advantages,
including the following:

 Broad
 array of services focusing on plaintiff related care. We provide a full range
 of diagnostic and surgical services for injuries and disorders of the skeletal system and
 associated bones, joints, tendons, muscles, ligaments, and nerves with a focus on plaintiff
 related care. From sports injuries, to sprains, strains, and fractures, orthopedic and pain
 procedure services include hip and knee replacement, shoulder reconstruction, fracture care
 and hand surgery, as well as spinal surgery. Our service model is designed to promote referral
 relationships, facilitate patient access, and coordinate administration among our company,
 as a medical provider, personal injury attorneys, and chiropractors. As a result, our
 revenue is primarily provided by bodily injury policies, general liability policies, and
 personal injury protection policies, which partially insulates our business from the declining
 reimbursement programs paid from or correlated to Medicare/ Medicaid and traditional health
 insurance companies.

 Opportunities for accelerated growth. We have a track record of delivering strong growth
through a combination of organic growth, new contract additions and selective acquisitions. Organic growth has historically been supported
by consistent underlying market volume trends, stable pricing and a diversified payor mix. We believe that our networks of high-quality
providers position us to take advantage of these trends. We have successfully executed on new contract growth by providing a set of differentiated
services and delivering integrated, efficient, high-quality care, which has helped us expand our relationships with our existing customers
and compete effectively in the bidding process for new contracts. Additionally, we believe we will have opportunities to expand our services
through acquisitions, as discussed in more detail below.

 Focus on clinical excellence. We are focused on achieving the best clinical outcomes
for our patients through the application of rigorous recruiting and credentialing standards, the promotion of a physician-led leadership
culture and the monitoring of our clinical quality measures. Through extensive clinical and leadership development programs, we train
our healthcare professionals to continually enhance their skills and deliver innovative and patient-focused experiences and outcomes.
We provide internally developed continuing medical education accredited courses to our healthcare professionals, including instructor-led
and on-line education sessions. We have developed and implemented quality measurement systems that track multiple key indicators, which
assist our professionals in systematically monitoring, examining and analyzing outcomes and processes. These quality measurement systems
are supplemented by our active peer review infrastructure designed to ensure the development and implementation of actionable items that
will improve patient outcomes. Our ability to deliver high levels of customer service and patient care is a direct result of this focus,
which helps us to differentiate our services, and to attract and retain providers.

 Ability to attract and retain high-quality providers. Through our processes, we are
able to identify and target high-quality providers to match the needs of our customers. We believe that our operating infrastructure enables
us to provide attractive opportunities for our providers to enhance their skills through extensive clinical and leadership development
programs. We believe that our differentiated recruiting, training and development programs strengthen our customer and provider relationships,
enhance our contract and clinician retention rates and allow us to efficiently recruit providers to support our new contract pipeline.

 Growth Strategies

 The key elements of our strategy
to grow our business include:

 Capitalize on organic growth opportunities. As noted above, management estimates that
our ten facilities are operating at 35% capacity as of December 31, 2023. Accordingly, we believe that we have an opportunity for organic
growth at our existing facilities. We also believe our physician-led, patient-focused culture and approach to clinical solutions will
allow us to continue to successfully recruit and retain clinical professionals.

 Supplement organic growth with strategic acquisitions. The market in which we compete
is highly fragmented, presenting significant opportunities for additional acquisitions. We will continue to follow a disciplined strategy
in exploring future acquisitions by analyzing the strategic rationale, financial impact and organic growth profile of each potential opportunity.
Our current focus for future acquisitions is MRI imaging, followed by medical billing and outpatient surgery centers. We have been in
discussions with several privately owned MRI facilities. Key targets are strategically located
within our market territory. We believe that the addition of these profitable businesses would be immediately enhanced by significant
additional new business that we would direct to them.

 Enhance operational efficiencies and productivity. We believe there are significant
opportunities to continue to build upon our success in improving our productivity and profitability. We continue to focus on initiatives
to improve productivity, including more efficient scheduling, continued use of mid-level providers, enhancing our leadership training
programs, improving and realigning compensation programs. We believe that our processes related to managed care contracting, billing,
coding, collection and compliance have driven a strong track record of efficient revenue cycle management. We have made significant investments
in infrastructure, including management information systems that we believe will continue to enable us to improve clinical results and
key client metrics while reducing the cost of providing patient care. We have dedicated teams with business and clinical expertise that
are responsible for implementing best practices. Furthermore, we will continue to utilize risk mitigation programs for loss prevention
and early intervention. We believe that our significant investments in scalable technology systems will facilitate additional cost reductions
and efficiencies.

 Intellectual Property

 Our healthcare business does not own any intellectual
property.

 Employees and Medical Staff

 As of December 31, 2023, we had 10 employees.
Our facilities are staffed by licensed physicians who have been admitted to the medical staff of individual facilities. Members of
the medical staff of our facilities also serve on the medical staffs of facilities not owned by us and may terminate their affiliation
with our facilities at any time. Each of our facilities is managed on a day-to-day basis by a managing director. In addition, a Board
of Governors, including members of the facility's medical staff, governs the medical, professional and ethical practices at each
facility. We believe that our relations with our employees are satisfactory.

 None of our employees are represented by labor
unions, and we believe that we have an excellent relationship with our employees.

 Regulation

 The healthcare industry is subject to numerous
laws, regulations and rules including, among others, those related to government healthcare participation requirements, various licensure
and accreditations, reimbursement for patient services, health information privacy and security rules, and Medicare and Medicaid fraud
and abuse provisions (including, but not limited to, federal statutes and regulations prohibiting kickbacks and other illegal inducements
to potential referral sources, false claims submitted to federal or state health care programs and self-referrals by physicians). Providers
that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs,
subjected to significant fines or penalties and/or required to repay amounts received from the government for previously billed patient
services. Although we believe our policies, procedures and practices comply with governmental regulations, no assurance can be given that
we will not be subjected to additional governmental inquiries or actions, or that we would not be faced with sanctions, fines or penalties
if so subjected. Even if we were to ultimately prevail, a significant governmental inquiry or action under one of the above laws, regulations
or rules could have a material adverse impact on us.

 Licensing, Certification and Accreditation: All
of our facilities are subject to compliance with various federal, state and local statutes and regulations and receive periodic inspection
by state licensing agencies to review standards of medical care, equipment and cleanliness. Our facilities s must also comply with the
conditions of participation and licensing requirements of federal, state and local health agencies, as well as the requirements of municipal
building codes, health codes and local fire departments. Various other licenses and permits are also required in order to dispense narcotics,
operate pharmacies, handle radioactive materials and operate certain equipment. All of our eligible hospitals have been accredited
by The Joint Commission. All of our facilities are certified as providers of Medicare and Medicaid services by the appropriate governmental
authorities. If any of our facilities were to lose its Joint Commission accreditation or otherwise lose its certification under the Medicare
and Medicaid programs, the facility may be unable to receive reimbursement from the Medicare and Medicaid programs and other payers. We
believe our facilities are in substantial compliance with current applicable federal, state, local and independent review body regulations
and standards. The requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified,
it may become necessary for us to make changes in our facilities, equipment, personnel and services in the future, which could have a
material adverse impact on operations.

 Certificates of Need: Many
states, including Florida, have enacted certificates of need, or CON, laws as a condition prior to capital expenditures, construction,
expansion, modernization or initiation of major new services. Failure to obtain necessary state approval can result in our inability
to complete an acquisition, expansion or replacement, the imposition of civil or, in some cases, criminal sanctions, the inability to
receive Medicare or Medicaid reimbursement or the revocation of a facility's license, which could harm our business. In addition,
significant CON reforms have been proposed in a number of states that would increase the capital spending thresholds and provide exemptions
of various services from review requirements. In the past, we have not experienced any material adverse effects from those requirements,
but we cannot predict the impact of these changes upon our operations.

 Conversion Legislation: Many
states have enacted or are considering enacting laws affecting the conversion or sale of not-for-profit healthcare facilities to for-profit
entities. These laws generally require prior approval from the attorney general, advance notification and community involvement. In addition,
attorneys general in states without specific conversion legislation may exercise discretionary authority over these transactions. Although
the level of government involvement varies from state to state, the trend is to provide for increased governmental review and, in some
cases, approval of a transaction in which a not-for-profit entity sells a health care facility to a for-profit entity. The adoption of
new or expanded conversion legislation and the increased review of not-for-profit conversions may limit our ability to grow through acquisitions
of not-for-profit facilities.

 Utilization Review: Federal
regulations require that admissions and utilization of facilities by Medicare and Medicaid patients must be reviewed in order to ensure
efficient utilization of facilities and services. The law and regulations require Peer Review Organizations, or PROs, to review the appropriateness
of Medicare and Medicaid patient admissions and discharges, the quality of care provided, the validity of diagnosis related group classifications
and the appropriateness of cases of extraordinary length of stay. PROs may deny payment for services provided, assess fines and also have
the authority to recommend to the Department of Health and Human Services, or HHS, that a provider that is in substantial non-compliance
with the standards of the PRO be excluded from participating in the Medicare program. We have contracted with PROs to perform the required
reviews.

 Audits: Most healthcare facilities
are subject to federal audits to validate the accuracy of Medicare and Medicaid program submitted claims. If these audits identify
overpayments, we could be required to pay a substantial rebate of prior years' payments subject to various administrative appeal
rights. The federal government contracts with third-party "recovery audit contractors" and "Medicaid integrity contractors,"
on a contingent fee basis, to audit the propriety of payments to Medicare and Medicaid providers. Similarly, Medicare zone program integrity
contractors target claims for potential fraud and abuse. Additionally, Medicare administrative contractors must ensure they pay the
right amount for covered and correctly coded services rendered to eligible beneficiaries by legitimate providers. The Centers for Medicare
and Medicaid Services announced its intent to consolidate many of these Medicare and Medicaid program integrity functions into new unified
program integrity contractors, though it remains unclear what effect, if any, this consolidation may have. We have undergone claims audits
related to our receipt of federal healthcare payments during the last three years, the results of which have not required material adjustments
to our consolidated results of operations. However, potential liability from future federal or state audits could ultimately exceed established
reserves, and any excess could potentially be substantial. Further, Medicare and Medicaid regulations also provide for withholding
Medicare and Medicaid overpayments in certain circumstances, which could adversely affect our cash flow.

 The Stark Law: The Social Security
Act includes a provision commonly known as the "Stark Law." This law prohibits physicians from referring Medicare and Medicaid
patients to entities with which they or any of their immediate family members have a financial relationship unless an exception is met.
These types of referrals are known as "self-referrals." Sanctions for violating the Stark Law include civil penalties up to
$26,125 for each violation, and up to $174,172 for sham arrangements. There are a number of exceptions to the self-referral prohibition,
including an exception for a physician's ownership interest in an entire facility as opposed to an ownership interest in a facility
department unit, service or subpart. However, federal laws and regulations now limit the ability of facilities relying on this exception
to expand aggregate physician ownership interest or to expand certain facilities. This regulation also places a number of compliance requirements
on physician-owned facilities related to reporting of ownership interest. There are also exceptions for many of the customary financial
arrangements between physicians and providers, including employment contracts, leases and recruitment agreements that adhere to certain
enumerated requirements. The Centers for Medicare and Medicaid Services, or CMS,
issued a final rule in 2020 that created a new Stark exception for value-based models. Although the final regulations provide exceptions
to the Stark Law, there may remain regulatory risks for participating hospitals, as well as financial and operational risks. We monitor
all aspects of our business and have developed a comprehensive ethics and compliance program that is designed to meet or exceed applicable
federal guidelines and industry standards. Nonetheless, because the law in this area is complex and constantly evolving, there can be
no assurance that federal regulatory authorities will not determine that any of our arrangements with physicians violate the Stark Law.

 Anti-kickback Statute: A provision
of the Social Security Act known as the "anti-kickback statute" prohibits healthcare providers and others from directly or
indirectly soliciting, receiving, offering or paying money or other remuneration to other individuals and entities in return for using,
referring, ordering, recommending or arranging for such referrals or orders of services or other items covered by a federal or state health
care program. However, changes to the anti-kickback statute have reduced the intent required for violation; one is no longer required
to have actual knowledge or specific intent to commit a violation of the anti-kickback statute in order to be found in violation of such
law. The anti-kickback statute contains certain exceptions, and the Office of the Inspector General of the Department of Health and Human
Services, or the OIG, has issued regulations that provide for "safe harbors," from the federal anti-kickback statute for various
activities. These activities, which must meet certain requirements, include (but are not limited to) the following: investment interests,
space rental, equipment rental, practitioner recruitment, personnel services and management contracts, sale of practice, referral services,
warranties, discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible amounts, managed care
arrangements, obstetrical malpractice insurance subsidies, investments in group practices, freestanding surgery centers, donation of technology
for electronic health records and referral agreements for specialty services. In 2020, the OIG issued a final rule that established
an anti-kickback statute safe harbor for value based models. Although the final regulations provide safe harbors, there may remain regulatory
risks for participating facilities, as well as financial and operational risks. The
fact that conduct or a business arrangement does not fall within a safe harbor or exception does not automatically render the conduct
or business arrangement illegal under the anti-kickback statute. However, such conduct and business arrangements may lead to increased
scrutiny by government enforcement authorities. Although we believe that our arrangements with physicians and other referral sources have
been structured to comply with current law and available interpretations, there can be no assurance that all arrangements comply with
an available safe harbor or that regulatory authorities enforcing these laws will determine these financial arrangements do not violate
the anti-kickback statute or other applicable laws. Violations of the anti-kickback statute may be punished by a criminal fine of up to
$100,000 for each violation or imprisonment, however, under 18 U.S.C. Section 3571, this fine may be increased to $250,000 for individuals
and $500,000 for organizations. Civil money penalties may include fines of up to $105,563 per violation and damages of up to three
times the total amount of the remuneration and/or exclusion from participation in Medicare and Medicaid.

 Similar State Laws: Many states,
including Florida, have adopted laws that prohibit payments to physicians in exchange for referrals similar to the anti-kickback statute
and the Stark Law, some of which apply regardless of the source of payment for care. These statutes typically provide criminal and civil
penalties as well as loss of licensure. In many instances, the state statutes provide that any arrangement falling in a federal safe harbor
will be immune from scrutiny under the state statutes. However, in most cases, little precedent exists for the interpretation or enforcement
of these state laws. These laws and regulations are extremely complex and, in many cases, we do not have the benefit of regulatory or
judicial interpretation. It is possible that different interpretations or enforcement of these laws and regulations could subject our
current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment,
personnel, services, capital expenditure programs and operating expenses. A determination that we have violated one or more of these laws,
or the public announcement that we are being investigated for possible violations of one or more of these laws, could have a material
adverse effect on our business, financial condition or results of operations and our business reputation could suffer significantly. In
addition, we cannot predict whether other legislation or regulations at the federal or state level will be adopted, what form such legislation
or regulations may take or what their impact on us may be. If we are deemed to have failed to comply with the anti-kickback statute, the
Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal penalties, civil penalties
(including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities from participation in
the Medicare, Medicaid and other federal and state health care programs. The imposition of such penalties could have a material adverse
effect on our business, financial condition or results of operations.

 Federal False Claims Act and Similar State
Regulations: A current trend affecting the health care industry is the increased use of the federal False Claims Act, and,
in particular, actions being brought by individuals on the government's behalf under the False Claims Act's qui tam, or whistleblower,
provisions. Whistleblower provisions allow private individuals to bring actions on behalf of the government by alleging that the defendant
has defrauded the Federal government. When a defendant is determined by a court of law to have violated the False Claims Act, the defendant
may be liable for up to three times the actual damages sustained by the government, plus mandatory civil penalties of between $12,537
to $25,076 for each separate false claim. There are many potential bases for liability under the False Claims Act. Liability often arises
when an entity knowingly submits a false claim for reimbursement to the federal government. The Fraud Enforcement and Recovery Act of
2009, or FERA, amended and expanded the number of actions for which liability may attach under the False Claims Act, eliminating requirements
that false claims be presented to federal officials or directly involve federal funds. FERA also clarifies that a false claim violation
occurs upon the knowing retention, as well as the receipt, of overpayments. In addition, recent changes to the anti-kickback statute have
made violations of that law punishable under the civil False Claims Act. Further, a number of states have adopted their own false claims
provisions as well as their own whistleblower provisions whereby a private party may file a civil lawsuit on behalf of the state in state
court. The False Claims Act requires that federal healthcare program overpayments be returned within 60 days from the date the overpayment
was identified, or by the date any corresponding cost report was due, whichever is later. Failure to return an overpayment within this
period may result in additional civil False Claims Act liability.

 Other Fraud and Abuse Provisions: The
Social Security Act also imposes criminal and civil penalties for submitting false claims to Medicare and Medicaid. False claims include,
but are not limited to, billing for services not rendered, billing for services without prescribed documentation, misrepresenting actual
services rendered in order to obtain higher reimbursement and cost report fraud. Like the anti-kickback statute, these provisions are
very broad. Further, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, broadened the scope of the fraud and abuse
laws by adding several criminal provisions for health care fraud offenses that apply to all health benefit programs, whether or not payments
under such programs are paid pursuant to federal programs. HIPAA also introduced enforcement mechanisms to prevent fraud and abuse in
Medicare. There are civil penalties for prohibited conduct, including, but not limited to billing for medically unnecessary products or
services.

 HIPAA Administrative Simplification and
Privacy Requirements: The administrative simplification provisions of HIPAA, as amended by the Health Information Technology
for Economic and Clinical Health Act, or HITECH, require the use of uniform electronic data transmission standards for health care claims
and payment transactions submitted or received electronically. These provisions are intended to encourage electronic commerce in the health
care industry. HIPAA also established federal rules protecting the privacy and security of personal health information. The privacy and
security regulations address the use and disclosure of individual health care information and the rights of patients to understand and
control how such information is used and disclosed. Violations of HIPAA can result in both criminal and civil fines and penalties. We
believe that we are in material compliance with the privacy regulations of HIPAA, as we continue to develop training and revise procedures
to address ongoing compliance. The HIPAA security regulations require health care providers to implement administrative, physical and
technical safeguards to protect the confidentiality, integrity and availability of patient information. HITECH has since strengthened
certain HIPAA rules regarding the use and disclosure of protected health information, extended certain HIPAA provisions to business associates,
and created new security breach notification requirements. HITECH has also extended the ability to impose civil money penalties on providers
not knowing that a HIPAA violation has occurred. We believe that we have been in substantial compliance with HIPAA and HITECH requirements
to date. Recent changes to the HIPAA regulations may result in greater compliance requirements for healthcare providers, including expanded
obligations to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business
associates on our behalf.

 Red Flags Rule: In addition,
the Federal Trade Commission, or the FTC, Red Flags Rule requires financial institutions and businesses maintaining accounts to address
the risk of identity theft. The Red Flag Program Clarification Act of 2010, signed on December 18, 2010, appears to exclude certain
healthcare providers from the Red Flags Rule, but permits the FTC or relevant agencies to designate additional creditors subject to the
Red Flags Rule through future rulemaking if the agencies determine that the person in question maintains accounts subject to foreseeable
risk of identity theft. Compliance with any such future rulemaking may require additional expenditures in the future.

 Patient Safety and Quality Improvement Act
of 2005: On July 29, 2005, the Patient Safety and Quality Improvement Act of 2005 was enacted, which has the goal of
reducing medical errors and increasing patient safety. This legislation establishes a confidential reporting structure in which providers
can voluntarily report patient safety work product, or PSWP, to patient safety organizations, or PSOs. Under the system, PSWP is made
privileged, confidential and legally protected from disclosure. PSWP does not include medical, discharge or billing records or any other
original patient or provider records but does include information gathered specifically in connection with the reporting of medical errors
and improving patient safety. This legislation does not preempt state or federal mandatory disclosure laws concerning information that
does not constitute PSWP. PSOs are certified by the Secretary of the HHS for three-year periods and analyze PSWP, provide feedback to
providers and may report non-identifiable PSWP to a database. In addition, PSOs are expected to generate patient safety improvement strategies.

 Environmental Regulations: Our
healthcare operations generate medical waste that must be disposed of in compliance with federal, state and local environmental laws,
rules and regulations. Infectious waste generators, including healthcare facilities, face substantial penalties for improper disposal
of medical waste, including civil penalties of up to $25,000 per day of noncompliance, criminal penalties of up to $50,000 per day, imprisonment,
and remedial costs. In addition, our operations, as well as our purchases and sales of facilities are subject to various other environmental
laws, rules and regulations. We believe that our disposal of such waste is in material compliance with all state and federal laws.

 Corporate Practice of Medicine: Several
states, including Florida, have laws and/or regulations that prohibit corporations and other entities from employing physicians and practicing
medicine for a profit or that prohibit certain direct and indirect payments or fee-splitting arrangements between health care providers
that are designed to induce or encourage the referral of patients to, or the recommendation of, particular providers for medical products
and services. Possible sanctions for violation of these restrictions include loss of license and civil and criminal penalties. In addition,
agreements between the corporation and the physician may be considered void and unenforceable. These statutes and/or regulations vary
from state to state, are often vague and have seldom been interpreted by the courts or regulatory agencies. We do not expect these state
corporate practice of medicine proscriptions to significantly affect our operations. Many states have laws and regulations which prohibit
payments for referral of patients and fee-splitting with physicians. We do not make any such payments or have any such arrangements.

 Health Care Industry Investigations: We
are subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded by our facilities
and are party to various government investigations and litigation. In addition, currently, and from time to time, some of our facilities
are subjected to inquiries and/or actions and receive notices of potential non-compliance of laws and regulations from various federal
and state agencies. Providers that are found to have violated these laws and regulations may be excluded from participating in government
healthcare programs, subjected to potential licensure, certification, and/or accreditation revocation, subjected to fines or penalties
or required to repay amounts received from the government for previously billed patient services. We monitor all aspects of our business
and have developed a comprehensive ethics and compliance program that is designed to meet or exceed applicable federal guidelines and
industry standards. Because the law in this area is complex and constantly evolving, governmental investigation or litigation may result
in interpretations that are inconsistent with industry practices, including ours. Although we believe our policies, procedures and practices
comply with governmental regulations, no assurance can be given that we will not be subjected to inquiries or actions, or that we will
not be faced with sanctions, fines or penalties in connection with the investigations. Even if we were to ultimately prevail, the government's
inquiry and/or action in connection with these matters could have a material adverse effect on our future operating results. It is possible
that governmental entities could initiate additional investigations or litigation in the future and that such matters could result in
significant penalties as well as adverse publicity. It is also possible that our executives and/or managers could be included as targets
or witnesses in governmental investigations or litigation and/or named as defendants in private litigation.

 Medical Malpractice Tort Law Reform: Medical
malpractice tort law has historically been maintained at the state level. All states have laws governing medical liability lawsuits. Over
half of the states have limits on damages awards. Almost all states have eliminated joint and several liability in malpractice lawsuits,
and many states have established limits on attorney fees. Many states had bills introduced in their legislative sessions to address medical
malpractice tort reform. Proposed solutions include enacting limits on non-economic damages, malpractice insurance reform, and gathering
lawsuit claims data from malpractice insurance companies and the courts for the purpose of assessing the connection between malpractice
settlements and premium rates. Reform legislation has also been proposed, but not adopted, at the federal level that could preempt additional
state legislation in this area.

 Real Estate Business

 Our real estate business is operated by Edge View,
which we acquired on July 16, 2014. Except in connection with the sale of three parcels of land in 2021, this business has not generated
any revenues to date.

 Our Property

 We own five (5) acres zoned medium density residential
(MDR) with 12 lots already platted; six (6) acres zoned high-density residential (HDR) that can be platted in various configurations
to meet current housing needs; and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into
the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing
in a two (2) acre pond. Salmon is known as Idaho's premier whitewater destination as well as one of the easier accesses
to the Frank Church Wilderness Area - the largest wilderness in the lower 48 states. Salmon's airport has service to Boise,
Idaho and serves as a hub to access whitewater rafting start points and wilderness landing strips. Management has invested years working
to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer
for this planned concept development.

 Intellectual Property

 Edge View does not own any intellectual property.

 Employees

 Edge View does not have any employees.

 Regulation

 Federal, State and/or Local Regulatory Compliance

 We are subject to a variety of Federal, state,
and/or local statutes, ordinances, rules, and regulations covering the purchase, development, construction and operation of real estate
assets. These regulatory requirements include zoning and land use, building design, construction, worksite safety, traffic, and other
matters, such as local rules that may impose restrictive zoning and developmental requirements. We are subject to various licensing, registration,
and filing requirements in connection with our real estate assets. Finally, state and/or local governments retain certain rights with
respect to eminent domain which could enable them to restrict or alter the use of our property. These requirements may lead to increases
in our overall costs. The need to comply with these requirements may significantly delay development and/or construction with regard to
our properties or lead us to alter our plans regarding our real estate assets.

 Environmental Regulatory Compliance

 Under various Federal, state and/or local laws,
ordinances and regulations, a current or previous owner or operator of a property may be required to investigate and/or clean-up hazardous
or toxic substances released at that property. That owner or operator also may be held liable to third parties for bodily injury or property
damage (investigation and/or clean-up costs) incurred by those parties in connection with the contamination at that site. These laws often
impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances.
In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials also may be liable
for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned
or operated by such persons.

 The costs of remediation or removal of hazardous
or toxic substances can be substantial, and the presence of contamination, or the failure to remediate contamination discovered, at a
property we own or operate may adversely affect our ability to develop, construct on, sell, lease, or borrow upon that property.

 In addition, our properties may be exposed to
a risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination
that has migrated on-site from an off-site source, the contaminant's presence could have adverse effects on our ability to develop,
construct on, operate, sell, lease, or borrow upon that property. Certain environmental laws may create a lien on a contaminated site
in favor of the government for damages and costs the government may incur to remediate that contamination. Moreover, if contamination
is discovered on a property, environmental laws may impose restrictions on the manner in which that property may be used, or how businesses
may be operated on that property, thus reducing our ability to maximize our investment in that property. Our properties have been subjected
to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in
the extent or known scope of contamination, or changes in environmental regulatory standards and/or cleanup requirements could result
in significant costs to us.

 ITEM 1A.

 RISK FACTORS.

 An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our shares could decline, and you could lose all or part of your investment.

 Risks Related to Our Business and Structure

 The report of our independent registered
public accounting firm included a "going concern" explanatory paragraph.

 The report of our independent registered public
accounting firm that accompanies our financial statements for the year ended December 31, 2023 contains an explanatory paragraph relating
to our ability to continue as a going concern. We had previously sustained operating losses since our inception, have an accumulated deficit
of $68,684,115 and $70,932,435 as of December 31, 2023 and 2022, respectively, and had negative cash flow from operating activities of
$1,807,987 and $1,099,461 during the years ended December 31, 2023 and 2022, respectively. These factors raise a substantial doubt about
our ability to continue as a going concern.

 However, management believes, based on our operating
plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our
obligations as they come due for at least one year from the financial statement issuance date. However,
additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan
and our strategy of acquiring additional businesses. The funds required to execute our business plan will depend on the size, capital
structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of
funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business
is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that
the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company sellers accept
a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between
$4 million to $8 million. If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller
notes and equity, then the cash required to execute our business plan could be as much as $10 million.

 Although we do not believe that we will require
additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues
to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have
had an adverse effect on our financial condition. In addition, continued operations and our ability to acquire additional businesses may
be dependent on our ability to obtain additional financing in the future, and there are no assurances that such financing will be available
to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments
that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through our operations,
financings or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. If we cannot
continue as a going concern, our stockholders would likely lose most or all of their investment in our company.

 Our typical accounts receivable collection
lifecycle is between eighteen and twenty-four months. This extended period creates several risks relating to our liquidity and cash flow,
exposure to bad debt, dependence on external financing, negative impact on our financial metrics and operational challenges.

 We operate in the lien-based medical industry.
We provide orthopedic healthcare to uninsured patients. Our patients have typically been in an accident and have filed a lawsuit as plaintiff
against the defendant who is allegedly responsible for the accident as the result of negligence or another tort. Since the patient is
uninsured, we must wait for payments of amounts owed to us until the patient's lawyer settles the claim against the defendant's
insurance company or the defendant himself. As a result of our need to wait for such a settlement, we experience an extended accounts
receivable collection period, which typically ranges from eighteen to twenty-four months. This extended accounts receivable collection
period is very different from a traditional product or service business that collects a majority of receivables within 30, 60, and/or
90-day increments. We routinely receive a letter of protection from our patient and its legal counsel which ensures payment in full from
insurance settlements. A letter of protection is a legally binding contract that exists between the patient's personal injury attorney,
the patient, and our company, as the healthcare provider. The letter promises that the patient will pay the medical expenses after the
patient's injury claim reaches its settlement.

 This prolonged collection cycle presents several
risks that could materially and adversely affect our business, financial condition, and results of operations, including the following.

 Liquidity and Cash Flow Constraints:
The long duration between the sale of our products or services and the receipt of payment from our customers can significantly strain
our liquidity and cash flow. This extended time period can limit our ability to invest in growth opportunities, meet our operating expenses,
and fulfill our obligations as they become due.

 Increased Exposure to Bad Debt:
Notwithstanding that we typically receive a letter of protection, extended collection periods increase the risk that customers may default
on their obligations especially if the settlement is not achieved or achieved in an amount that is not sufficient to cover our cost. Economic
downturns, financial difficulties of our customers, or changes in their operational priorities can exacerbate this risk, potentially leading
to higher than anticipated bad debt expenses.

 Dependence on External Financing:
To mitigate the impact of delayed collections, we may need to rely more heavily on external financing sources such as factoring arrangements,
lines of credit, loans, or equity financing. Such dependence may result in increased interest expenses, dilution of shareholders' equity,
or restrictive covenants that could limit our operational flexibility.

 Impact on Financial Metrics:
Prolonged accounts receivable cycles can distort our financial metrics, including working capital ratios, days sales outstanding (DSO),
and cash conversion cycle. These distorted metrics may negatively influence investor perceptions, credit ratings, and our overall financial
health.

 Operational Challenges: Managing
long accounts receivable cycles requires robust credit risk management and collections processes. Failure to effectively manage these
processes could lead to inefficiencies and higher operational costs.

 As a result of these risks relating to our
extended accounts receivable collection cycles, our financial condition, prospects and results of operations may be materially adversely
affected.

 We lack systematic processes and resources
to support the aging of our accounts receivables, which can result in inefficiencies and higher operational costs. In order to remedy
this issue, we expect to make significant expenditures.

 Our business model involves providing healthcare
services to patients who have been involved in accidents, with payment for these services typically collected from the patient's
settlement with the defendant's insurer. This business model results in an extended accounts receivable collection period of eighteen
to twenty-four months. The lengthy collection period may adversely impact our cash flow and liquidity, making it more challenging to meet
operational and financial obligations.

 Historically, we have not maintained systematic
processes and resources to manage and monitor the aging of our accounts receivables. The settlement process is complex and ongoing patient
care can further complicate the accurate aging of receivables. These complexities may lead to difficulties in assessing the true financial
health of our company and in predicting cash flow accurately. Currently, our third-party billing company only captures the first date
of service for each patient. This first date of service may be months before surgery or before any significant services have been rendered.
The receivable relating to the patient continues to grow over time, which distorts the actual aging of the receivable. With regard to
facilities and anesthesiology services, our third-party billing company historically had not captured any first date of service, so we
do not have historical data relating to the aging of accounts receivable relating to these services. Recently, we have been working with
our third-party billing company to resolve the systematic issue with respect to facilities and anesthesiology services in order to begin
to capture the first date of service. We believe that these changes to our financial systems will assist us going forward, but we expect
an eighteen to twenty-four month lag before we are able to obtain relevant aging data with regard to these receivables.

 We expect that it will take eighteen to twenty-four
months to support the aging of our accounts receivables and ensure accurate estimation of the receivable lifecycle, and will require us
to devote significant resources during that period. These resources include additional dedicated personnel. We do not expect a significant
additional out-of-pocket cost to remedy this situation.

 We are in the process of implementing enhanced
practices to better capture and manage the aging of its billings for accounts receivable. However, these practices are not yet fully operational.
Until these new practices are effectively in place, we remain exposed to risks associated with delayed collections and potential inaccuracies
in financial reporting.

 If we are unable to successfully implement
and maintain these enhanced processes, we may face continued challenges in managing our accounts receivables, which could have a material
adverse effect on its financial condition, results of operations, and cash flows. Investors should consider these risks when evaluating
our financial stability and performance.

 Our acquisition strategy exposes us to substantial
risk.

 Our acquisition of companies is subject to substantial
risk, including but not limited to the failure to identify material problems during due diligence (for which we may not be indemnified
post-closing), the risk of over-paying for assets (or not making acquisitions on an accretive basis), the ability to obtain or retain
customers and the risks of entering markets where we have limited experience. While we perform due diligence on prospective acquisitions,
we may not be able to discover all potential operational deficiencies in such entities.

 Our prior and future businesses may not perform
as expected or the returns from such businesses may not support the financing utilized to acquire them or maintain them. Furthermore,
integration and consolidation of acquired businesses requires substantial human, financial and other resources and may divert management's
attention from our existing business concerns, disrupt our ongoing business or not be successfully integrated. Even if we consummate businesses
that we believe will be accretive, those businesses may in fact result in a decrease in revenues as a result of incorrect assumptions
in our evaluation of such businesses, unforeseen consequences, or other external events beyond our control. Furthermore, if we consummate
any future acquisitions, our capitalization and results of operations may change significantly, and stockholders will generally not have
the opportunity to evaluate the economic, financial, and other relevant information that we will consider in determining the application
of these funds and other resources. As a result, the consummation of acquisitions may have a material adverse effect on our business,
financial condition, results of operations and cash flows.

 We may experience difficulty as we evaluate,
acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management,
and disruptions of our on-going business.

 We acquire small to mid-sized businesses in various
industries. Generally, because such businesses are privately held, we may experience difficulty in evaluating potential target businesses
as much of the information concerning these businesses is not publicly available. Therefore, our estimates and assumptions used to evaluate
the operations, management and market risks with respect to potential target businesses may be subject to various risks and uncertainties.
Further, the time and costs associated with identifying and evaluating potential target businesses may cause a substantial drain on our
resources and may divert our management team's attention away from the operations of our businesses for significant periods of time.

 In addition, we may have difficulty effectively
integrating and managing acquisitions. The management or improvement of businesses we acquire may be hindered by a number of factors,
including limitations in the standards, controls, procedures and policies implemented in connection with such acquisitions. Further, the
management of an acquired business may involve a substantial reorganization of the business' operations resulting in the loss of
employees and customers or the disruption of our ongoing businesses. We may experience greater than expected costs or difficulties relating
to an acquisition, in which case, we might not achieve the anticipated returns from any particular acquisition.

 We may not be able to effectively integrate
the businesses that we acquire.

 Our ability to realize the anticipated benefits
of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses
is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses
into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than
presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed
in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to
realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our stock price, business,
cash flows, results of operations and financial position.

 We will consider acquisitions that we believe
will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions
may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, including:

 the inability to effectively integrate the operations, products, technologies, and personnel of the acquired
companies (some of which are in diverse geographic regions) and achieve expected synergies;

 the potential disruption of existing business and diversion of management's attention from day-to-day
operations;

 the inability to maintain uniform standards, controls, procedures, and policies;

 the need or obligation to divest portions of the acquired companies;

 the potential failure to identify material problems and liabilities during due diligence review of acquisition
targets;

 the potential failure to obtain sufficient indemnification rights to fully offset possible liabilities
associated with acquired businesses; and

 the challenges associated with operating in new geographic regions.

 Failure to manage our growing and changing
business could have a material adverse effect on our business, prospects, financial condition, and results of operations.

 As we grow, we expect to encounter additional
challenges to our internal processes, capital commitment process, and acquisition funding and financing capabilities. Our existing operations,
personnel, systems, and internal control may not be adequate to support our growth and expansion and may require us to make additional
unanticipated investments in our infrastructure. To manage the future growth of our operations, we will be required to improve our administrative,
operational, and financial systems, procedures, and controls, and maintain, expand, train, and manage our growing employee base. If we
are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies
successfully or respond to competitive pressures. As a result, our business, prospects, financial condition, and results of operations
could be materially and adversely affected.

 We face competition for businesses that
fit our acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition
opportunities.

 We have been formed to acquire and manage small
to mid-sized businesses. In pursuing such acquisitions, we expect to face strong competition from a wide range of other potential purchasers.
Although the pool of potential purchasers for such businesses is typically smaller than for larger businesses, those potential purchasers
can be aggressive in their approach to acquiring such businesses. Furthermore, we expect that we may need to use third-party financing
in order to fund some or all of these potential acquisitions, thereby increasing our acquisition costs. To the extent that other potential
purchasers do not need to obtain third-party financing or are able to obtain such financing on more favorable terms, they may be in a
position to be more aggressive with their acquisition proposals. As a result, in order to be competitive, our acquisition proposals may
need to be aggressively priced, including at price levels that exceed what we originally determined to be fair or appropriate. Alternatively,
we may determine that we cannot pursue on a cost-effective basis what would otherwise be an attractive acquisition opportunity.

 We may not be able to successfully fund
acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could impede the implementation of our acquisition
strategy.

 We finance acquisitions primarily through additional
equity and debt financings. Because the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain
funding on short notice to benefit fully from attractive acquisition opportunities. The sale of additional shares of any class of equity
will be subject to market conditions and investor demand for such shares at prices that may not be in the best interest of our stockholders.
The sale of additional equity securities could also result in dilution to our stockholders. The incurrence of indebtedness would result
in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.
Financing may not be available in amounts or on terms acceptable to us, if at all. These risks may materially adversely affect our ability
to pursue our acquisition strategy.

 We may change our management and acquisition
strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.

 We may change our strategy at any time without
the consent of our stockholders, which may result in our acquiring businesses or assets that are different from, and possibly riskier
than, the strategy described in this prospectus. A change in our strategy may increase our exposure to interest rate and currency fluctuations,
subject us to regulation under the Investment Company Act or subject us to other risks and uncertainties that affect our operations and
profitability.

 We are a holding company and rely on distributions
and other payments, advances, and transfers of funds from our subsidiaries to meet our obligations.

 Our primary business is the holding and managing
of controlling interests our operating businesses. Therefore, we will be dependent upon the ability of our businesses to generate cash
flows and, in turn, distribute cash to us in the form of distributions, advances and other transfers of funds to enable us to satisfy
our financial obligations. The ability of our businesses to make payments to us may also be subject to limitations under laws of the jurisdictions
in which they are incorporated or organized.

 In the future, we may seek to enter into
credit facilities to help fund our acquisition capital and working capital needs. These credit facilities may expose us to additional
risks associated with leverage and may inhibit our operating flexibility.

 We may seek to enter into credit facilities with
third-party lenders to help fund our acquisitions. Such credit facilities will likely require us to pay a commitment fee on the undrawn
amount and will likely contain a number of affirmative and restrictive covenants. If we violate any such covenants, our lenders could
accelerate the maturity of any debt outstanding. Such debt may be secured by our assets, including the stock we may own in businesses
that we acquire and the rights we have under intercompany loan agreements that we may enter into with our businesses. Our ability to meet
our debt service obligations may be affected by events beyond our control and will depend primarily upon cash produced by businesses that
we currently manage and may acquire in the future and distributed or paid to us. Any failure to comply with the terms of our indebtedness
may have a material adverse effect on our financial condition.

 In addition, we expect that such credit facilities
will bear interest at floating rates which will generally change as interest rates change. We will bear the risk that the rates that we
are charged by our lenders will increase faster than we can grow the cash flow from our businesses or businesses that we may acquire in
the future, which could reduce profitability, materially adversely affect our ability to service our debt, cause us to breach covenants
contained in our third-party credit facilities and reduce cash flow available for distribution.

 The loss of the services of the current
officers and directors could severely impact our business operations and future development, which could result in a loss of revenues
and one's ability to ever sell any shares.

 Our performance is substantially dependent upon
the professional expertise of the current officers and board of directors. Each has extensive expertise in business development and acquisitions,
and we are dependent on their abilities. If they are unable to perform their duties, this could have an adverse effect on business operations,
financial condition, and operating results if we are unable to replace them with other individuals qualified to develop and market our
business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any shares
you hold as well as the complete loss of your investment.

 Our future success is dependent on the management
teams of our businesses, the loss of any of whom could materially adversely affect our financial condition, business, and results of operations.

 The future success of our existing and future
businesses depends on the respective management teams of those businesses because we intend to operate our businesses on a stand-alone
basis, primarily relying on their existing management teams for day-to-day operations. Consequently, their operational success, as well
as the success of any organic growth strategy, will be dependent on the continuing efforts of the management teams of our businesses.
We will seek to provide these individuals with equity incentives and to have employment agreements with certain persons we have identified
as key to their businesses. However, these measures may not prevent these individuals from leaving their employment. The loss of services
of one or more of these individuals may materially adversely affect our financial condition, business, and results of operations.

 We may engage in a business transaction
with one or more target businesses that have relationships with our executive officers, our directors, or any of their respective affiliates,
which may create or present conflicts of interest.

 We may decide to engage in a business transaction
with one or more target businesses with which our executive officers, our directors, or any of their respective affiliates, have a relationship,
which may create or present conflicts of interest. Regardless of whether we obtain a fairness opinion from an independent investment banking
firm with respect to such a transaction, conflicts of interest may still exist with respect to a particular acquisition and, as a result,
the terms of the acquisition of a target business may not be as advantageous to our shareholders as it would have been absent any conflicts
of interest.

 The operational objectives and business
plans of our businesses may conflict with our operational and business objectives or with the plans and objective of another business
we own and operate.

 Our businesses operate in different industries
and face different risks and opportunities depending on market and economic conditions in their respective industries and regions. A business'
operational objectives and business plans may not be similar to our objectives and plans or the objectives and plans of another business
that we own and operate. This could create competing demands for resources, such as management attention and funding needed for operations
or acquisitions, in the future.

 If, in the future, we cease to control and
operate our businesses or other businesses that we acquire in the future or engage in certain other activities, we may be deemed to be
an investment company under the Investment Company Act.

 We have the ability to make investments in businesses
that we will not operate or control. If we make significant investments in businesses that we do not operate or control, or that we cease
to operate or control, or if we commence certain investment-related activities, we may be deemed to be an investment company under the
Investment Company Act. Our decision to sell a business will be based upon financial, operating, and other considerations rather than
a plan to complete a sale of a business within any specific time frame. If we were deemed to be an investment company, we would either
have to register as an investment company under the Investment Company Act, obtain exemptive relief from the Securities and Exchange Commission,
or the SEC, or modify our investments or organizational structure or our contract rights to fall outside the definition of an investment
company. Registering as an investment company could, among other things, materially adversely affect our financial condition, business,
and results of operations, materially limit our ability to borrow funds or engage in other transactions involving leverage and require
us to add directors who are independent of us and otherwise will subject us to additional regulation that will be costly and time-consuming.

 We have identified material weaknesses in
our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not
be able to accurately report our financial results and prevent fraud. As a result, current and potential shareholders could lose confidence
in our financial statements, which would harm the trading price of our common shares.

 Companies that file reports with the SEC, including
us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish
and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain
a report from management assessing the effectiveness of a company's internal control over financial reporting. Separately, under
SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large, accelerated
filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting
to and reporting on management's assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting
companies, like us, are not required to include an attestation report of their auditors in annual reports.

 A report of our management is included under Item
9A " Controls and Procedures." We are a smaller reporting company and, consequently, are not required to include
an attestation report of our auditor in our annual report. However, if and when we become subject to the auditor attestation requirements
under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

 During its evaluation of the effectiveness of
internal control over financial reporting as of December 31, 2023, management identified material weaknesses. These material weaknesses
were associated with our lack of (i) formal documentation over internal control procedures and environment, (ii) proper segregation of
duties and multiple level of reviews and (iii) expertise in accounting of derivative liabilities. We also have not developed and
effectively communicated our accounting policies and procedures to our employees, which has resulted in inconsistent practices. We are
undertaking remedial measures, which measures will take time to implement and test, to address these material weaknesses. There can be
no assurance that such measures will be sufficient to remedy the material weaknesses identified or that additional material weaknesses
or other control or significant deficiencies will not be identified in the future. If we continue to experience material weaknesses in
our internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause us to fail to
meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect the results
of periodic management evaluations and, if required, annual auditor attestation reports. Each of the foregoing results could cause investors
to lose confidence in our reported financial information and lead to a decline in our stock price.

 Risks Related to Our Healthcare Business

 Our ability to grow our business through
organic expansion either by developing new facilities or by modifying existing facilities is dependent upon many factors.

 Our ability to grow our business through organic
expansion is dependent on capacity and occupancy at our facilities. Should our facilities reach maximum occupancy, we may need to implement
other growth strategies either by developing new facilities or by modifying existing facilities.

 Our facilities typically need to be purpose-designed
in order to enable the type and quality of service that we provide. Consequently, we must either develop sites to create facilities or
purchase or lease existing facilities, which may require substantial modification. We must be able to identify suitable sites and there
is no guarantee that such sites will be available at all, or at an economically viable cost or in areas of sufficient demand for our services.
The subsequent successful development and construction of a new facility is contingent upon, among other things, negotiation of construction
contracts, regulatory permits and planning consents and satisfactory completion of construction. Similarly, our ability to expand existing
facilities is also dependent upon various factors, including identification of appropriate expansion projects, permitting, licensure,
financing, integration into our relationships with payors and referral sources, and margin pressure as new facilities are filled with
patients.

 Delays caused by difficulties in respect of any
of the above factors may lead to cost overruns and longer periods before a return is generated on an investment, if at all. We may incur
significant capital expenditure but due to a regulatory, planning, or other reason, may find that we are prevented from opening a new
facility or modifying an existing facility. Moreover, even when incurring such development capital expenditure, there is no guarantee
that we can fill beds when they become available. Upon operational commencement of a new facility, we typically expect that it will take
approximately 12-18 months to reach our targeted occupancy level. Any delays or stoppages in our projects, the unsatisfactory completion
or construction of such projects or the failure of such projects to increase our occupancy levels could have a material adverse effect
on our business, results of operations and financial condition.

 Changes to payment rates or methods of third-party
payors, including government healthcare programs, changes to the laws and regulations that regulate payments for medical services, the
failure of payment rates to increase as our costs increase, or changes to our payor mix, could adversely affect our operating margins
and revenues.

 Our revenue is primarily provided by bodily injury
policies, general liability policies, and personal injury protection policies, which partially insulates our business from the declining
reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies. However, we do also depend
on private and governmental third-party sources of payment for the services provided to patients and assume financial risks related to
changes in third-party reimbursement rates and changes in payor mix. In some cases, our revenue decreases if our volume or reimbursement
decreases, but our expenses, including physician compensation, may not decrease proportionately.

 The amount we receive for our services may be
adversely affected by market and cost factors as well as other factors over which we have no control, including changes to the Medicare
and Medicaid payment systems. Health reform efforts at the federal and state levels may increase the likelihood of significant changes
affecting government healthcare programs and private insurance coverage. Government healthcare programs are subject to, among other things,
statutory and regulatory changes, administrative rulings, interpretations, and determinations concerning patient eligibility requirements,
funding levels and the method of calculating payments or reimbursements, all of which could materially increase or decrease payments we
receive from these government programs. Further, Medicare reimbursement rates are increasingly used by private payors as benchmarks to
establish commercial reimbursement rates and any adjustment in Medicare reimbursement rates may impact our reimbursement rates from such
private payors as well.

 There are significant private and public sector
pressures to restrain healthcare costs and to restrict reimbursement rates for medical services, and we believe that such pressures will
continue. Many states are continuing to collect less revenue than they did in prior years, and as a result may face ongoing budget shortfalls
and underfunded pension and other liabilities. Deteriorating financial conditions in the states in which we operate could lead to reduced
or delayed funding for Medicaid programs, which may reduce or delay the reimbursement we receive for services provided. Major payors of
healthcare, including federal and state governments and private insurers, have taken steps in recent years to monitor and control costs,
eligibility for and use and delivery of healthcare services, and to revise payment methodologies. As part of their efforts to contain
healthcare costs, purchasers increasingly are demanding discounted or global fee structures or the assumption by healthcare providers
of all or a portion of the financial risk through shared risk, capitation, and care management arrangements, often in exchange for exclusive
or preferred participation in their benefit plans. Further, the ability of commercial payors to control healthcare costs may be enhanced
by the increasing consolidation of insurance and managed care companies, which may reduce our ability to negotiate favorable contracts
with such payors.

 We expect efforts to impose greater discounts
and more stringent cost controls by government and other payors to continue, thereby reducing the payments we receive for our services.
The effect of cost containment trends will depend, in part, on our payor mix. We cannot assure you that we will be able to offset reduced
operating margins through cost reductions, increased volume, the introduction of additional procedures or otherwise. In addition, we cannot
assure you that future changes to reimbursement rates by government healthcare programs, cost containment measures by private third-party
payors, including fixed fee schedules and capitated payment arrangements, or other factors affecting payments for healthcare services
will not adversely affect our future revenues, operating margins, or profitability.

 An increase in uninsured or underinsured
patients or the deterioration in the collectability of the accounts of such patients could harm our results of operations.

 Collection of receivables from third-party payors
and patients is critical to our operating performance. Our primary collection risks relate to uninsured patients and the portion of the
bill that is the patient's responsibility, which primarily includes co-payments and deductibles. We determine the transaction price
based on established billing rates reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured
patients and implicit price concessions. Contractual adjustments and discounts are based on contractual agreements, discount policies
and historical experience. Implicit price concessions are based on historical collection experience. Significant changes in business office
operations, payor mix, economic conditions, or trends in federal and state governmental health coverage could affect our collection of
accounts receivable, cash flow and results of operations. If we experience unexpected increases in the growth of uninsured and underinsured
patients or in bad debt expenses, our results of operations will be harmed.

 Failure to timely or accurately bill for
services could have a negative impact on our net revenue, bad debt expense and cash flow.

 Billing for healthcare services is an important
but complex aspect of our business. In particular, the current practice of providing physician services in advance of payment or, in some
cases, irrespective of the patient's ability to pay for such services, may have significant negative impact on our net revenue,
bad debt expense and cash flow. We bill numerous and varied payors, such as bodily injury policies, general liability policies, and personal
injury protection policies, self-pay patients, managed care payors and Medicare and Medicaid. These different payors typically have different
billing requirements that must be satisfied prior to receiving payment for services rendered. Reimbursement is typically conditioned on
our documenting medical necessity, the appropriate level of service and correctly applying diagnosis codes. Incorrect or incomplete documentation
and billing information could result in non-payment for services rendered.

 Additional factors that could complicate our ability
to timely or accurately bill payors include:

 disputes between payors as to which party is responsible for payment;

 failure of information systems and processes to submit and collect claims in a timely manner;

 variation in coverage for similar services among various payors;

 our reliance on third-parties to provide billing services for certain of our service lines;

 the difficulty of adherence to specific compliance requirements, diagnosis coding and other procedures
mandated by various payors; and

 in connection with billing for physician services, failure to obtain proper physician credentialing and
documentation in order to bill various payors.

 To the extent that the complexity associated with
billing for healthcare services we provide causes delays in our cash collections, we may experience increased carrying costs associated
with the aging of our accounts receivable as well as increased potential for bad debt expense.

 Our facilities face competition for patients
from other healthcare providers.

 The healthcare industry is highly competitive,
and competition among healthcare providers for patients and physicians has intensified in recent years. In all of the geographical areas
in which we operate, there are other facilities that provide services comparable to those offered by our facilities. Some of our competitors
include facilities that are owned by tax-supported governmental agencies or by nonprofit corporations and may be supported by endowments
and charitable contributions and exempt from property, sales, and income taxes. Such exemptions and support are not available to us.

 Certain of our competitors may have greater financial
resources, be better equipped and offer a broader range of services than we offer. The number of facilities in the geographic areas in
which we operate has increased significantly. As a result, most of our facilities operate in an increasingly competitive environment.

 If our competitors are better able to attract
patients, recruit physicians and other healthcare professionals, expand services or obtain favorable managed care contracts at their facilities,
we may experience a decline in patient volume and our business may be harmed.

 Our performance depends on our ability to
recruit and retain quality physicians.

 The success and competitive advantage of our facilities
depends, in part, on the number and quality of the physicians on the medical staffs of our facilities, the admitting practices of those
physicians and our maintenance of good relations with those physicians. Physicians generally are not employees of our facilities and may
have admitting privileges at other similar facilities to ours. They may terminate their affiliation with us at any time. If we are unable
to provide high ethical and professional standards, adequate support personnel and technologically advanced equipment and facilities that
meet the needs of those physicians, they may be discouraged from referring patients to our facilities and our results of operations may
decline.

 Our performance depends on our ability to
attract and retain qualified nurses and medical support staff and we face competition for staffing that may increase our labor costs and
harm our results of operations.

 We depend on the efforts, abilities, and experience
of our medical support personnel, including our nurses, pharmacists and lab technicians and other healthcare professionals. We compete
with other healthcare providers in recruiting and retaining qualified hospital management, nurses, and other medical personnel.

 The nationwide shortage of nurses and other clinical
staff and support personnel has been a significant operating issue facing us and other healthcare providers. In particular, like others
in the healthcare industry, we continue to experience a shortage of nurses and other clinical staff and support personnel at our facilities
in many geographic areas, which shortage was exacerbated by the COVID-19 pandemic. In some areas, the increased demand for care is putting
a strain on our resources and staff, which has required us to utilize higher-cost temporary labor and pay premiums above standard compensation
for essential workers. This staffing shortage may require us to further enhance wages and benefits to recruit and retain nurses and other
clinical staff and support personnel or require us to hire expensive temporary personnel. To the extent we cannot maintain sufficient
staffing levels at our facilities, we may be required to limit our services at certain of our facilities, which would have a corresponding
adverse effect on our net revenues.

 We cannot predict the degree to which we will
be affected by the future availability or cost of attracting and retaining talented medical support staff. If our general labor and related
expenses increase, we may not be able to raise our rates correspondingly. Our failure to either recruit and retain qualified management,
nurses and other medical support personnel or control our labor costs could harm our results of operations.

 If we do not continually enhance our facilities
with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets will
be adversely affected.

 The technology used in medical equipment and related
devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare
providers. To compete effectively, we must continually assess our equipment needs and upgrade when significant technological advances
occur. If our facilities do not stay current with technological advances in the healthcare industry, patients may seek treatment from
other providers and/or physicians may refer their patients to alternate sources, which could adversely affect our results of operations
and harm our business.

 If we fail to comply with extensive laws
and government regulations, we could suffer civil or criminal penalties or be required to make significant changes to our operations that
could reduce our revenue and profitability.

 The healthcare industry is required to comply
with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things: hospital
billing practices and prices for services; relationships with physicians and other referral sources; adequacy of medical care and quality
of medical equipment and services; ownership of facilities; qualifications of medical and support personnel; confidentiality, maintenance,
privacy and security issues associated with health-related information and patient medical records; certification, licensure and accreditation
of our facilities; operating policies and procedures, and; construction or expansion of facilities and services.

 Among these laws are the federal False Claims
Act, HIPAA and the federal anti-kickback statute and the provision of the Social Security Act commonly known as the "Stark Law."
These laws, and particularly the anti-kickback statute and the Stark Law, impact the relationships that we may have with physicians and
other referral sources. We have a variety of financial relationships with physicians who refer patients to our facilities. The Office
of the Inspector General of the Department of Health and Human Services, or OIG, has enacted safe harbor regulations that outline practices
that are deemed protected from prosecution under the anti-kickback statute. A number of our current arrangements, including financial
relationships with physicians and other referral sources, may not qualify for safe harbor protection under the anti-kickback statute.
Failure to meet a safe harbor does not mean that the arrangement necessarily violates the anti-kickback statute but may subject the arrangement
to greater scrutiny. We cannot assure you that practices that are outside of a safe harbor will not be found to violate the anti-kickback
statute. The Centers for Medicare and Medicaid Services, or CMS, published a Medicare
self-referral disclosure protocol, which is intended to allow providers to self-disclose actual or potential violations of the Stark Law.
Because there are only a few judicial decisions interpreting the Stark Law, there can be no assurance that our facilities will not be
found in violation of the Stark Law or that self-disclosure of a potential violation would result in reduced penalties.

 Federal regulations issued under HIPAA contain
provisions that require us to implement and, in the future, may require us to implement additional costly electronic media security systems
and to adopt new business practices designed to protect the privacy and security of each of our patient's health and related financial
information. Such privacy and security regulations impose extensive administrative, physical, and technical requirements on us, restrict
our use and disclosure of certain patient health and financial information, provide patients with rights with respect to their health
information and require us to enter into contracts extending many of the privacy and security regulatory requirements to third parties
that perform duties on our behalf. Additionally, recent changes to HIPAA regulations may result in greater compliance requirements, including
obligations to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business
associates on our behalf.

 These laws and regulations are extremely complex,
and, in many cases, we do not have the benefit of regulatory or judicial interpretation. In the future, it is possible that different
interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety
or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and
operating expenses. A determination that we have violated one or more of these laws, or the public announcement that we are being investigated
for possible violations of one or more of these laws, could have a material adverse effect on our business, financial condition or results
of operations and our business reputation could suffer significantly. In addition, we cannot predict whether other legislation or regulations
at the federal or state level will be adopted, what form such legislation or regulations may take or what their impact on us may be.

 If we are deemed to have failed to comply with
the anti-kickback statute, the Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal
penalties, civil penalties (including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities
from participation in the Medicare, Medicaid, and other federal and state healthcare programs. The imposition of such penalties could
have a material adverse effect on our business, financial condition, or results of operations.

 We are subject to occupational health, safety
and other similar regulations and failure to comply with such regulations could harm our business and results of operations.

 We are subject to a wide variety of federal, state,
and local occupational health and safety laws and regulations. Regulatory requirements affecting us include, but are not limited to, those
covering: (i) air and water quality control; (ii) occupational health and safety (e.g., standards regarding blood-borne pathogens
and ergonomics, etc.); (iii) waste management; (iv) the handling of asbestos, polychlorinated biphenyls, and radioactive substances;
and (v) other hazardous materials. If we fail to comply with those standards, we may be subject to sanctions and penalties that could
harm our business and results of operations.

 We may be required to spend substantial
amounts to comply with statutes and regulations relating to privacy and security of protected health information.

 There are currently numerous legislative and regulatory
initiatives in the U.S. addressing patient privacy and information security concerns. In particular, federal regulations issued under
HIPAA require our facilities to comply with standards to protect the privacy, security and integrity of protected health information,
or PHI. These requirements include the adoption of certain administrative, physical, and technical safeguards; development of adequate
policies and procedures, training programs and other initiatives to ensure the privacy of PHI is maintained; entry into appropriate agreements
with so-called business associates; and affording patients certain rights with respect to their PHI, including notification of any breaches.
Compliance with these regulations requires substantial expenditures, which could negatively impact our business, financial condition,
or results of operations. In addition, our management has spent, and may spend in the future, substantial time, and effort on compliance
measures.

 Violations of the privacy and security regulations
could subject our operations to substantial civil monetary penalties and substantial other costs and penalties associated with a breach
of data security, including criminal penalties. We may also be subject to substantial reputational harm if we experience a substantial
security breach involving PHI.

 State efforts to regulate the construction
or expansion of health care facilities could impair our ability to expand.

 Many states, including Florida, have enacted CON
laws as a condition prior to capital expenditures, construction, expansion, modernization, or initiation of major new services. Failure
to obtain necessary state approval can result in our inability to complete an acquisition, expansion or replacement, the imposition of
civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid reimbursement or the revocation of a facility's
license, which could harm our business. In addition, significant CON reforms have been proposed in a number of states that would increase
the capital spending thresholds and provide exemptions of various services from review requirements. In the past, we have not experienced
any material adverse effects from those requirements, but we cannot predict the impact of these changes upon our operations.

 A cyber security incident could cause a
violation of HIPAA, breach of member privacy, or other negative impacts.

 We rely extensively on our information technology,
or IT, systems to manage clinical and financial data, communicate with our patients, payers, vendors and other third parties and summarize
and analyze operating results. In addition, we have made significant investments in technology to adopt and utilize electronic health
records and to become meaningful users of health information technology pursuant to the American Recovery and Reinvestment Act of 2009.
Our IT systems are subject to damage or interruption from power outages, facility damage, computer and telecommunications failures, computer
viruses, security breaches including credit card or personally identifiable information breaches, vandalism, theft, natural disasters,
catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, denial of service attacks,
ransomware and other sophisticated cyber-attacks, and our disaster recovery planning cannot account for all eventualities. As cyber criminals
continue to become more sophisticated through evolution of their tactics, techniques, and procedures, we have taken, and will continue
to take, additional preventive measures to strengthen the cyber defenses of our networks and data. However, if any of our systems
are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and
may experience loss or corruption of critical data such as protected health information or other data subject to privacy laws and proprietary
business information and interruptions or disruptions and delays in our ability to perform critical functions, which could materially
and adversely affect our businesses and results of operations and could result in significant penalties or fines, litigation, loss of
customers, significant damage to our reputation and business, and other losses. In addition, our future results of operations, as well
as our reputation, could be adversely impacted by theft, destruction, loss, or misappropriation of public health information, other confidential
data, or proprietary business information.

 We may fail to deal with clinical waste
in accordance with applicable regulations or otherwise be in breach of relevant medical, health and safety or environmental laws and regulations.

 As part of our normal business activities, we
produce and store clinical waste which may produce effects harmful to the environment or human health. The storage and transportation
of such waste is strictly regulated. Our waste disposal services are outsourced and should the relevant service provider fail to comply
with relevant regulations, we could face sanctions or fines which could adversely affect our brand, reputation, business, or financial
condition. Health and safety risks are inherent in the services that we provide and are constantly present in our facilities, primarily
in respect of food and water quality, as well as fire safety and the risk that service users may cause harm to themselves, other service
users or employees. From time to time, we have experienced, like other providers of similar services, undesirable health, and safety incidents.
Some of our activities are particularly exposed to significant medical risks relating to the transmission of infections or the prescription
and administration of drugs for residents and patients. If any of the above medical or health and safety risks were to materialize, we
may be held liable, fined and any registration certificate could be suspended or withdrawn for failure to comply with applicable regulations,
which may have a material adverse impact on our business, results of operations and financial condition.

 If any of our existing healthcare facilities
lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive
reimbursement under Medicare or Medicaid.

 The construction and operation of healthcare facilities
are subject to extensive federal, state, and local regulation relating to, among other things, the adequacy of medical care, equipment,
personnel, operating policies and procedures, fire prevention, rate-setting and compliance with building codes and environmental protection.
Additionally, such facilities are subject to periodic inspection by government authorities to assure their continued compliance with these
various standards.

 All of our healthcare facilities are deemed certified,
meaning that they are accredited, properly licensed under the relevant state laws and regulations and certified under the Medicare program.
The effect of maintaining certified facilities is to allow such facilities to participate in the Medicare and Medicaid programs. We believe
that all of our healthcare facilities are in material compliance with applicable federal, state, local and other relevant regulations,
and standards. However, should any of our healthcare facilities lose their deemed certified status and thereby lose certification under
the Medicare or Medicaid programs, such facilities would be unable to receive reimbursement from either of those programs and our business
could be materially adversely effected.

 We could be subject to lawsuits which could
harm the value of our business, including litigation for which we are not fully reserved.

 From time-to-time we are involved in lawsuits,
claims, audits, and investigations, including those arising out of services provided, personal injury claims, professional liability claims,
billing and marketing practices, employment disputes and contractual claims. Physicians, hospitals, and other participants in healthcare
delivery have become subject to an increasing number of lawsuits alleging medical malpractice and related legal theories such as negligent
hiring, supervision and credentialing. Some of these lawsuits may involve large claim amounts and substantial defense costs.

 We generally procure professional liability insurance
coverage for our medical professionals. A substantial portion of our professional liability loss risks are provided by third-party insurers.
Moreover, in the normal course of our business, we are involved in lawsuits, claims, audits, and investigations, including those arising
out of our billing and marketing practices, employment disputes, contractual claims and other business disputes for which we may have
no insurance coverage, and which are not subject to actuarial estimates. The outcome of these matters could have a material effect on
our results of operations in the period when we identify the matter, and the ultimate outcome could have a material adverse effect on
our financial position, results of operations, or cash flows.

 We may become subject to future lawsuits, claims,
audits, and investigations that could result in substantial costs and divert our attention and resources and adversely affect our business
condition. In addition, since our current growth strategy includes acquisitions, among other things, we may become exposed to legal claims
for the activities of an acquired business prior to the acquisition. These lawsuits, claims, audits, or investigations, regardless of
their merit or outcome, may also adversely affect our reputation and ability to expand our business.

 Risks Related to Our Real Estate Business

 We are subject to demand fluctuations in
the real estate industry. Any reduction in demand could adversely affect our business, results of operations, and financial condition.

 Demand for properties similar to those owned by
us is subject to fluctuations that are often due to factors outside our control. We are not able to predict the course of the real estate
markets or whether the current favorable trends in those markets can, or will, continue. In the event of an economic downturn, our results
of operations may be adversely affected, and we may incur significant impairments and other write-offs and substantial losses from this
business.

 Adverse weather conditions, natural disasters,
and other unforeseen and/or unplanned conditions could disrupt our real estate developments.

 Adverse weather conditions and natural disasters,
such as hurricanes, tornadoes, earthquakes, floods, droughts, and fires, could have serious impacts on our ability to develop and market
our real estate assets. Properties may also be affected by unforeseen planning, engineering, environmental, or geological conditions or
problems, including conditions or problems which arise on third party properties adjacent to or in the vicinity of properties which own,
and which may result in unfavorable impacts on our properties. Any adverse event or circumstance could cause a delay in, prevent the completion
of, or increase the cost of, one or more of our properties expected to be developed and brought to market by us, thereby resulting in
a negative impact on our operations and financial results.

 If the market value of our real estate investments
decreases, our results of operations will also likely decrease.

 The market value of our real estate assets will
depend on market conditions. If local and/or global economic conditions deteriorate, or if the demand for our properties decreases, we
may not be able to make a profit on such property. As a result of declining economic conditions, we may experience lower than anticipated
profits and/or may not be able to recover our costs of a project when a property is brought to market.

 Changes in tax laws, taxes or fees may increase
the cost of development, and such changes could adversely impact our finances and operational results.

 Any increase or change in such laws, taxes, or
fees, including real estate property taxes, could increase the cost of development and thus have an adverse effect on our operations.
Such changes could also negatively impact potential and/or actual users and purchasers of our properties because potential buyers may
factor such changes into their decisions to utilize or purchase a property.

 The real estate industry is highly competitive
and if other property developers are more successful or offer better value to customers, our business could suffer.

 The real estate industry is highly competitive,
regardless of locale. Competitors range from small local companies to large international conglomerates with financial resources much
greater than those of our company. We have to compete for raw materials, construction components, financing, environmental resources,
utilities, infrastructure, labor, skilled management, governmental permits and licensing and other factors critical to the successful
development of our real estate assets. We compete against both new and existing developments and developers. Any increase in or change
to any competitive factor could result in our inability to begin development of our real estate assets in a timely manner and/or increase
costs for the design, development, and completion. As a result, we may experience decreased profits due to these factors, impacting our
operations and our overall financial results.

 We may incur environmental liabilities with
respect to our real estate assets.

 Our properties are subject to a variety of local,
state, and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. Environmental
laws may result in delays, may cause us to incur substantial compliance and other costs and may prohibit or severely restrict development.
Furthermore, under various federal, state, and local laws, ordinances and regulations, an owner of real property may be liable for the
costs or removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability
without regard to whether we knew of, or were responsible for, the presence of such hazardous or toxic substances. The cost of any required
remediation and our liability therefor as to our properties are generally not limited under such laws and could exceed the value of the
property and/or the aggregate assets of our company. The presence of such substances, or the failure to properly remediate contamination
from such substances, may adversely affect our ability to sell real estate or to borrow using such property as collateral.

 Our co-venture partners or other partners
in co-ownership arrangements could take actions that decrease the value of our real estate assets.

 The development of our real estate assets could
involve joint ventures or other co-ownership arrangements with third parties. Such relationships may involve risks, including, for example:

 the possibility that a co-venturer or partner might become bankrupt;

 the possibility that development may require additional capital that we or our partner do not have;

 the possibility that a co-venturer or partner might breach a loan agreement or other agreement or otherwise,
by action or inaction, act in a way detrimental to us;

 that such co-venturer or partner may at any time have economic or business interests or goals that are
or that become inconsistent with the business interests or goals of our company;

 the possibility that we may incur liabilities as the result of the action taken by our partner;

 that such co-venturer or partner may be in a position to take action contrary to our instructions or requests
or contrary to our policies or objectives; or

 that such co-partner may exercise buy/sell rights that force us to or dispose of our share, at a time
and price that may not be consistent with our objectives.

 Any of the above might subject our real estate
assets to liabilities in excess of those contemplated and thus reduce our returns on our investment.

 Uninsured losses relating to real property
or excessively expensive premiums for insurance coverage may adversely affect the value of your stock.

 The nature of our activities could expose us to
potential liability for personal injuries and, in certain instances, property damage claims. For instance, there are types of losses,
generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, pollution, environmental matters, or extreme
weather conditions such as hurricanes, floods, and snow storms that are uninsurable or not economically insurable, or may be insured subject
to limitations, such as large deductibles or co-payments. We may not carry all the usual and customary insurance policies which would
be carried by a similarly-positioned company, and we may not be carrying those insurance policies in amounts and types sufficient
to cover every risk which may be encountered by our company. Insurance risks associated with potential terrorist acts could sharply increase
the premiums we will pay for coverage against property and casualty claims. We cannot assure you that we will have adequate coverage for
all losses. If any of our properties incur a casualty loss that is not fully covered by insurance, the value of our assets will be reduced
by the amount of any such uninsured loss. In addition, other than the capital reserve or other reserves we may establish, we do not expect
to have any contingent sources of funding in place to repair or reconstruct any uninsured damaged property, and we cannot assure you that
any such sources of funding will be available to us for such purposes in the future. Also, to the extent we must pay unexpectedly large
amounts for insurance, we could suffer reduced earnings that would result in a decreased value attributed to our publicly traded stock.

 Risks Related to Ownership of Our Common Stock

 Our common stock is eligible for quotation
on the Pink Market, which may have an unfavorable impact on our stock price and liquidity.

 Our common stock is eligible for quotation on
the Pink Market operated by OTC Markets Group Inc. The Pink Market is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter securities. The Pink Market is not an issuer listing service, market, or exchange.
The requirements for quotation on the Pink Market are considerably lower and less regulated than those of an exchange. Because of this,
it is possible that fewer brokers or dealers will be interested in making a market in our common stock because the market for such securities
is more limited, the stocks are more volatile, and the risk to investors is greater, which may impact the liquidity of our common stock.
Even if an active market begins to develop in our common stock, the quotation of our common stock on the Pink Market may result in a less
liquid market available for existing and potential stockholders to trade common stock, could depress the trading price of our common stock
and could have a long-term adverse impact on our ability to raise capital in the future. If an active market is never developed for our
common stock, it will be difficult or impossible for you to sell any common stock you purchase.

 Our common stock may be subject to significant
price volatility which may have an adverse effect on your ability to liquidate your investment in our common stock.

 The market for our common stock may be characterized
by significant price volatility when compared to seasoned issuers, and we expect that our stock price will be more volatile than a seasoned
issuer for the indefinite future. The potential volatility in our stock price is attributable to a number of factors. First, our common
stock may be sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities
of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our common
stock could, for example, decline precipitously if a large number of our shares of common stock are sold on the market without commensurate
demand, as compared to a seasoned issuer that could better absorb those sales without adverse impact on its stock price. Secondly, an
investment in us is a speculative or "risky" investment due to our lack of meaningful profits to date and uncertainty of future
profits. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment
in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts
than would be the case with the stock of a seasoned issuer.

 Our officers and directors own a significant
percentage of our outstanding voting securities which could reduce the ability of minority stockholders to effect certain corporate actions.

 Our executive officers and directors are collectively
able to exercise approximately 83.47% of our total voting power. As a result, they possess significant influence and can elect a majority
of our board of directors and authorize or prevent proposed significant corporate transactions without the votes of any other stockholders.
They are expected to have significant influence over a decision to enter into any corporate transaction and have the ability to prevent
any transaction that requires the approval of stockholders, regardless of whether or not our other stockholders believe that such transaction
is in our best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change of control
or other business combination, which could, in turn, have an adverse effect on the market price of our common stock or prevent our stockholder
from realizing a premium over the then-prevailing market price for their common stock.

 We have no current plans to pay cash dividends
on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for
a price greater than that which you paid for it.

 We may retain future earnings, if any, for future
operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision
to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things,
our results of operations, financial condition, cash requirements, contractual restrictions, and other factors that our board of directors
may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness
we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common
stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should
not purchase our securities.

 Future issuances of our common stock or
securities convertible into, or exercisable or exchangeable for, our common stock could cause the market price of our common stock to
decline and would result in the dilution of your holdings.

 Future issuances of our common stock or securities
convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements that restrict the issuance
of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot
predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our
common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception
that new issuances of our securities could occur could adversely affect the market price of our common stock.

 Rule 144 sales in the future may have a
depressive effect on our stock price.

 All of the outstanding common stock held by the
present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the
Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements
of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities
laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six
months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the
greater of 1.0% of a company's outstanding common shares. There is no limitation on the amount of restricted securities that may
be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if our company is a current reporting
company under the Exchange Act. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant
to subsequent registration of common stock of present stockholders, may have a depressive effect upon the price of our common stock in
any market that may develop.

 Future issuances of debt securities, which
would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior
to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able
to achieve from an investment in our common stock.

 In the future, we may attempt to increase our
capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect
to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders
of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over
holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue
debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing, or nature of any such future offerings or borrowings. Holders of
our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return,
if any, they may be able to achieve from an investment in our common stock.

 If our common stocks become subject to the
penny stock rules, it would become more difficult to trade our common stock.

 The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
If we do not obtain a listing on a national securities exchange and if the price of our common stock is less than $5.00, our common stock
could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules
require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment
of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and
dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the
secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

 If securities industry analysts do not publish
research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could
be negatively affected.

 Any trading market for our common stock may be
influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never
obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price
and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of
such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market
trading volume of our common stock could be negatively affected.

 We are subject to ongoing public reporting
requirements that are less rigorous than for larger, more established companies, which could make our securities less attractive to investors
and may make it more difficult to compare our performance with other public companies.

 We are a "smaller reporting company"
within the meaning of the Exchange Act. Rule 12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer
that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting
company and that had (i) a public float of less than $250 million or (ii) annual revenues of less than $100 million and either had no
public float or a public float of less than $700 million.

 As a smaller reporting company, we will not be
required and may not include a compensation discussion and analysis section in our proxy statements and we will provide only two years
of financial statements. We also will have other "scaled" disclosure requirements that are less comprehensive than issuers
that are not smaller reporting companies.

 Because we will be subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not smaller reporting companies, our stockholders could
receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find
our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less
active trading or more volatility in the price of our common stock.

 Anti-takeover provisions in our charter
documents and under Nevada law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace
or remove our current management.

 Provisions in our amended and restated articles
of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control of our company or changes
in our management. As described above, our executive officers and directors are collectively able to exercise a significant portion of
our voting power. Furthermore, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights
in the election of our directors. The combination of the present ownership by our management of a significant portion of our issued and
outstanding voting power and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors
or for a third party to obtain control of our company by replacing its board of directors.

 In addition, our authorized but unissued shares
of common stock are available for our board of directors to issue without stockholder approval. We may use these additional shares for
a variety of corporate purposes, including raising additional capital, corporate acquisitions, and employee stock plans. The existence
of our authorized but unissued shares of common stock could render it more difficult or discourage an attempt to obtain control of our
company by means of a proxy context, tender offer, merger, or other transaction since our board of directors can issue large amounts of
capital stock as part of a defense to a take-over challenge. In addition, we have authorized in our amended and restated articles of incorporation
1,000,000,000 shares of preferred stock. Our board acting alone and without approval of our stockholders can designate and issue one or
more series of preferred stock containing super-voting provisions, enhanced economic rights, rights to elect directors, or other dilutive
features, that could be utilized as part of a defense to a take-over challenge.

 In addition, various provisions of our amended
and restated bylaws may also have an anti-takeover effect. These provisions may delay, defer, or prevent a tender offer or takeover attempt
of our company that a stockholder might consider in his or her best interest, including attempts that might result in a premium over the
market price for the shares held by our stockholders. Our amended and restated bylaws may be adopted, amended, or repealed only by our
board of directors. Our amended and restated bylaws also contain limitations as to who may call special meetings as well as require advance
notice of stockholder matters to be brought at a meeting. Additionally, our amended and restated bylaws also provide that no director
may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal. Our amended and restated
bylaws also permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships.
These provisions will prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors
by filling the resulting vacancies with its own nominees.

 Our amended and restated bylaws also establish
an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders, including proposed nominations
of persons for election to the board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder
who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given us timely
written notice, in proper form, of the stockholder's intention to bring that business before the meeting. Although our amended and
restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals
regarding other business to be conducted at a special or annual meeting, our amended and restated bylaws may have the effect of precluding
the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer
from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.

 These provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members
of our board of directors, which is responsible for appointing the members of our management.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C.

 CYBERSECURITY.

 Risk Management and Strategy

 We maintain a technology and cybersecurity program,
which includes information security, as part of our overall risk management process with the aim that our information systems, including
those of our vendors and other third-parties, will be resilient, effective, and capable of safeguarding against emerging risks and cybersecurity
threats.

 A key element of our technology and cybersecurity
program strategy is fostering training and awareness for our employees.

 Our technology and cybersecurity program focuses
on the defense, rapid detection and rapid remediation of cybersecurity threats and incidents. Our program also includes cybersecurity
policies and a crisis response and management plan that is intended to allow rapid management and response and appropriate communication
of cybersecurity threats and incidents.

 Our cybersecurity crisis management plan sets
forth the items, procedures, and actions we expect to address and follow in the event of a cybersecurity incident, including detection,
response, mitigation and remediation. When a potential threat or incident is identified, our cyber security incident response team will
assign a risk level classification and initiate the escalation and other steps called for by our plan. All incidents that are initially
assessed by the cybersecurity incident response team as potentially high-risk are escalated promptly to our Chief Executive Officer, who
will determine whether and what elements of our cybersecurity crisis response and management plan should be activated, including escalation
to other senior management. Our Chief Executive Officer will inform our board of directors of cybersecurity incidents, as appropriate,
considering a variety of factors, including financial, operational, legal, or reputational impact.

 We have not identified risks from known cybersecurity
threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially
affect us, including our operations, business strategy, results of operations, or financial condition.

 Risk Governance

 We are committed to appropriate cybersecurity
governance and oversight. Our board of directors oversees management's processes for identifying and mitigating risks, including
cybersecurity and information security risks. As noted elsewhere in this report, we plan to establish a standing audit committee. Once
we establish an audit committee, we anticipate that the audit committee will oversee risks related to cybersecurity and report to the
full board regarding its activities, including those related to cybersecurity.

 Our board of directors meets regularly with our
executive management and receives updates on the status and overall effectiveness of our technology and cybersecurity program, relevant
information technology operations, any changes in material cybersecurity risks and any significant cybersecurity incidents consistent
with our technology and cybersecurity program. The board also discusses with executive management the steps management has taken to monitor
and mitigate privacy, data security, and cybersecurity risk exposures, our information governance policies and programs, and major legislative
and regulatory developments that could materially impact our exposure regarding privacy, data security risk, and cybersecurity. The board
of directors considers cybersecurity as part of our business strategy, financial planning, and capital allocation.

 For additional information on our cybersecurity
risks, please see Item 1A " Risk Factors—Risks Related to Our Business and Structure—A cyber security incident could
cause a violation of HIPAA, breach of member privacy, or other negative impacts."

 ITEM 2.

 PROPERTIES.

 Our principal office is located at 3753 Howard
Hughes Parkway, Suite 200, Las Vegas, NV 89169.

 Nova operates a group of regional primary specialty
and ancillary care facilities throughout Florida. The main office is located at 1903 S 25th Street, Suite 103 Fort Perc, FL 34947. We
lease all of these facilities.

 Edge View owns five (5) acres zoned medium density
residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various
configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further
annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon
River and fishing in a two (2) acre pond.

 We believe that all our properties have been adequately
maintained, are generally in good condition, and are suitable and adequate for our businesses.

 ITEM 3.

 LEGAL PROCEEDINGS.

 From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we
are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition, or operating results.

 On August 24, 2021, charges were filed by Absolute
Medical Group, LLC against our company for breach of contract in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward
County, Florida seeking damages. We filed a counterclaim alleging violations of the management agreement between the parties and rightful
termination for cause including damages. This case is pending.

 On October 8, 2021, we filed a complaint in Idaho
against Mark Adams, seeking an award of damages against him and asserting the following claims: (1) constructive trust; (2) breach of
contract; (3) breach of fiduciary duties; and (4) conversion. We also seek costs and attorney's fees. On August 31, 2021, without
our knowledge or consent and in a manner to conceal his unlawful actions, a property manager used a new company check from Summit National
Bank to withdraw $50,000 from the company account. The defendant is being charged with intentional, oppressive, fraudulent, malicious,
and outrageous damages. On November 11, 2021, the defendant filed a counterclaim alleging that no valid contract existed between the parties
and asked to dissolve the company, grant his counterclaim, dismiss our complaint, and award of attorney fees. This case is pending.

 ITEM 4.

 MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5.

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

 Market Information

 Our common stock eligible for quotation on the
Pink Market OTC Markets Group Inc. under the symbol "CDIX." The following table sets forth, for the periods indicated, the
high and low closing prices of our common stock. These prices reflect inter-dealer prices, without retain mark-up or commission, and may
not represent actual transactions.

 Closing Prices

 High

 Low

 Fiscal Year Ended December 31, 2022

 1 st Quarter

 $

 375.00

 $

 7.50

 2 nd Quarter

 $

 15.00

 $

 15.00

 3 rd Quarter

 $

 375.00

 $

 15.00

 4 th Quarter

 $

 217.50

 $

 22.50

 Fiscal Year Ended December 31, 2023

 1 st Quarter

 $

 412.50

 $

 15.00

 2 nd Quarter

 $

 75.00

 $

 7.50

 3 rd Quarter

 $

 60.00

 $

 7.50

 4 th Quarter

 $

 105.00

 $

 7.50

 Number of Holders of Our Common Shares

 As of March 22, 2024, there were approximately
881 stockholders of record of our common stock. In computing the number of holders of record of our common stock, each broker-dealer and
clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 As of December 31, 2023, we did not have in effect
any compensation plans under which our equity securities were authorized for issuance, and we did not have any outstanding share options.

 Dividend Policy

 We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends in the near future. Any decision to declare and pay dividends in the future will be made
at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash
requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability to pay
dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur.

 Recent Sales of Unregistered Securities

 Except as set forth below, we have not sold any
equity securities during the 2023 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report
on Form 8-K that was filed during the 2023 fiscal year.

 Purchases of Equity Securities

 No repurchases of our common stock were made
during the fourth quarter of 2023.

 ITEM 6.

 [RESERVED]

 ITEM 7.

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

 The following discussion and analysis summarizes
the significant factors affecting our operating results, financial condition, liquidity, and cash flows as of and for the periods presented
below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto
included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as
well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed
in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report,
particularly in the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements."

 Overview

 We are an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders.
Specifically, we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms of growth stages
and capital structures and we intend to focus our portfolio of subsidiaries approximately as follows: 80% will be targeted to established
profitable niche small to mid-sized healthcare companies and 20% will be targeted to second stage startups in healthcare and related financial
services (emerging businesses with a strong organic growth plan that is materially cash generative).

 All of our operations are conducted through, and
our income derived from, our various subsidiaries. As of December 31, 2023, we operate the following businesses through our wholly owned
subsidiaries.

 Healthcare Business. Nova, which we acquired May 31, 2021, operates a group of regional
primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care evaluations,
interventional pain management, and specialty consultation services. We focus on plaintiff related care are and a highly efficient provider
of EMC assessments. We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and
associated bones, joints, tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors
are dedicated to helping patients return to active lifestyles.

 Real Estate Business. Edge View, which we acquired on July 16, 2014, is a real estate company
that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted; six (6) acres zoned high-density residential
(HDR) that can be platted in various configurations to meet current housing needs; and twelve (12) acres zoned in Lemhi County as
Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners
to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Management has invested years working
to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer
for this planned concept development.

 Segments

 As of December 31, 2023, we had two reportable
operating segments as determined by management using the "management approach" as defined by the authoritative guidance on
 Disclosures about Segments of an Enterprise and Related Information.

 (1)
 Healthcare (Nova)

 (2)
 Real Estate (Edge View)

 These segments are a result of differences in
the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting,
human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of
nonrecurring items.

 The healthcare segment provides a full range of
diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,
and nerves.

 The real estate segment consists of Edge View,
a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.

 Management uses numerous tools and methods to
evaluate and measure our subsidiaries' success. To help succeed, management retains the prior owners of the subsidiaries and allows
them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income from
operations.

 Discontinued Operations

 On November 10, 2023, we sold Platinum Tax, which
was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary we provided fee-based tax resolution
services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.
As part of the asset purchase agreement between us and the purchaser, the assets that were purchased included substantially all assets,
rights, interests, and licenses, except for bank accounts in place prior to the sale, for the purchase consideration of 15% of cash collected
by the purchaser within one year following the sale date.

 We and the managers of AHI entered into a resignation,
release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in exchange for returning
175,045 shares of series F preferred stock. There was a loss on disposal in the amount of $217,769 on October 31, 2022, which represented
net assets and liabilities at the time of sale back.

 Results of Operations

 Comparison of Years Ended December 31, 2023
and 2022

 The following table sets forth key components
of our results of operations during the years ended December 31, 2023 and 2022, both in dollars and as a percentage of our revenue.

 December 31, 2023

 December 31, 2022

 % of
 Revenue

 % of
 Revenue

 Total revenue

 $

 100.00%

 $

 100.00%

 Total cost of sales

 30.04%

 37.97%

 Gross profit

 8,292,642

 69.96%

 6,633,162

 62.03%

 Operating expenses

 Depreciation expense

 20,777

 0.18%

 23,132

 0.22%

 Selling, general and administrative

 3,076,820

 25.96%

 2,703,141

 25.28%

 Total operating expenses

 3,097,597

 26.13%

 2,726,273

 25.50%

 Income from continuing operations

 5,195,045

 43.83%

 3,906,889

 36.54%

 Other income (expense)

 Other income (expense)

 (49,795
)

 (0.42)%

 150,250

 1.41%

 Gain on debt refinance and forgiveness

 115,448

 0.97%

 1,397,271

 13.07%

 Penalties and fees

 (53,000
)

 (0.45)%

 (2,063,916
)

 (19.30)%

 Interest expense

 (1,956,266
)

 (16.50)%

 (6,387,309
)

 (59.73)%

 Amortization of debt discounts

 (136,518
)

 (1.15)%

 (253,823
)

 (2.37)%

 Total other income expense

 (2,080,131
)

 (17.55)%

 (7,157,527
)

 (66.94)%

 Net income (loss) before discontinued operations

 3,114,914

 26.28%

 (3,250,638
)

 (30.40)%

 Loss from discontinued operations

 –

 –

 (2,178,883
)

 (20.38)%

 Loss from disposal of discontinued operations

 (86,520
)

 (0.73)%

 –

 –

 Net income (loss)

 $

 25.55%

 $
 (5,429,521
)

 (50.78)%

 Revenue. For the years ended December
31, 2023 and 2022, all of our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic
and surgical services. Our total revenue increased by $1,160,070, or 10.85%, to $11,853,266 for the year ended December 31, 2023 from
$10,693,196 for the year ended December 31, 2022. Such increase was primarily due to increased Personal
Injury Protection (PIP) services and the opening of a facility in the Healthcare segment.

 Cost of sales. Consists of surgical
center and laboratory fees, physician and professional fees, salaries and wages and medical supplies. Our total cost of sales decreased
by $499,410, or 12.30%, to $3,560,624 for the year ended December 31, 2023 from $4,060,034 for the year ended December 31, 2022. Such
decrease was primarily due to a decrease in surgical contracted services and laboratory fees.

 Gross profit. As a result of the
foregoing, our total gross profit increased by $1,659,480, or 25.02%, to $8,292,642 for the year ended December 31, 2023 from $6,633,162
for the year ended December 31, 2022. Our total gross margin (percent of revenue) increased from 62.03% for the year ended December 31,
2022 to 69.96% for the year ended December 31, 2023.

 Depreciation expense. Our depreciation
expense was $20,777, or 0.18% of revenue, for the year ended December 31, 2023, as compared to $23,132, or 0.22% of revenue, for the year
ended December 31, 2022. The decrease in depreciation expense was due to certain assets becoming fully depreciated during the years ended
December 31, 2023 and 2022.

 Selling, general and administrative expenses.
Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel
expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, bad debts,
rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general and administrative expenses
increased by $373,679, or 13.82%, to $3,076,820 for the year ended December 31, 2023 from $2,703,141 for the year ended December 31, 2022.
As a percentage of revenue, our selling, general and administrative expenses were 25.96% and 25.28% for the years ended December 31, 2023
and 2022, respectively. Increases were attributable to credit losses of $132,281, professional fees of $167,155, and management bonus
of $100,000.

 Total other expense. We had $2,080,131
in total other expense, net, for the year ended December 31, 2023, as compared to other expense, net, of $7,157,527 for the year ended
December 31, 2022. Other expense, net, for the year ended December 31, 2023 consisted of interest expense of $1,956,266, amortization
of debt discounts of $136,518, financing penalties and fees of $53,000 and other expense of $49,795, offset by a gain on debt refinance
and forgiveness of $115,448. Other expense, net, for the year ended December 31, 2022 consisted of interest expense of $6,387,309, financing
penalties and fees of $2,063,916 and amortization of debt discounts of $253,823, offset by a gain on forgiveness of debt of $1,397,271
and other income of $150,250.

 Discontinued operations. For
the year ended December 31, 2023, we recorded a loss from disposal of discontinued operations of $86,520. For the year ended December
31, 2022, we recorded a loss from discontinued operations of $2,178,883.

 Net income (loss). As a result of
the cumulative effect of the factors described above, our net income was $3,028,394 for the year ended December 31, 2023, as compared
to a net loss of $5,429,521 for the year ended December 31, 2022, a net increase of $8,457,915, or 155.78%.

 Liquidity and Capital Resources

 As of December 31, 2023, we
had $866,943 in cash. To date, we have financed our operations primarily through revenue generated from operations, sales of securities,
advances from stockholders and third-party and related party debt.

 We believe, based on our operating plan, that
current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations
as they come due for at least one year from the financial statement issuance date. However, additional
funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy
of acquiring additional businesses. The funds required to sustain operations ranges between
$600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration
that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan
also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of
seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that the amount of outside additional
capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase
price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $4 million to $8 million. If, and
to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash
required to execute our business plan could be as much as $10 million.

 We intend to raise capital for additional acquisitions
primarily through equity and debt financings. The sale of additional equity securities could result in dilution to our stockholders. The
incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial
covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. There
is no guarantee that we will be able to acquire additional businesses under the terms outlined above.

 The financial statements were prepared on a going
concern basis and do not include any adjustment with respect to these uncertainties.

 Summary of Cash Flow

 The following table provides detailed information
about our net cash flow for all financial statement periods presented in this prospectus.

 Years Ended December 31,

 2023

 2022

 Net cash used in operating activities from continuing operations

 $
 (1,807,987
)

 $
 (1,099,461
)

 Net cash provided by financing activities

 2,369,325

 788,794

 Net change in cash

 647,858

 (361,883
)

 Cash and cash equivalents at beginning of year

 580,968

 Cash and cash equivalents at end of year

 $
 866,943

 $

 Our net cash used in operating activities from
continuing operations was $1,807,987 for the year ended December 31, 2023, as compared to $1,099,461 for the year ended December 31, 2022.
For the year ended December 31, 2023, our net income of $3,028,394, an increase in accrued officers' compensation of $982,500, an
increase in accrued interest of $486,165, and an increase in accounts payable and accrued expense of $341,261, offset by an increase in
account receivable of $6,701,334, were the primary drivers of our net cash used in operating activities. For the year ended December 31,
2022, our net loss of $5,429,521 and a gain on refinance of debt of $1,397,271, offset by goodwill impairment of $2,092,048, a loss on
finance penalties and fees of $2,063,916 and an increase in accrued officers' compensation of $873,506, were the primary drivers
for the cash used in operations.

 Prior to fiscal year 2022, we factored (sold)
the vast majority of our accounts receivable to third party(s) to generate working capital to fund ongoing business operations and growth,
which led to a significant increase in accounts receivable. We have a 99% collection rate based on net settlements recorded to our accounts
receivable and revenue. Collection rates are estimated considering our 48-month historical collections with primary emphasis to the most
current prior 12-month trailing payment and collection percentage rates. We use the loss rate method to measure expected credit losses,
and in addition we qualitatively evaluate on an ongoing basis various factors, which include market conditions in which we operate, and
the status of claims being settled. We have established billing rates, which are not the same as actual amounts recovered. These
rates generally do not reflect what is ultimately paid by the customer, insurance carriers, law firms and other payors, which is typically
received eighteen to twenty-four months later, and are not reported in the consolidated financial statements at those established billing
rates. Our customers, the patients, typically pay amounts based on established charges per procedure with guidance from the
annually updated Current Procedural Terminology, or CPT, guidelines (a code set maintained by the American Medical Association through
the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned
a CPT code. This fee is discounted to reflect the percentage paid to us "using a modifier" recognized by each insurance carrier
for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue is recorded
at the time the services are rendered. Collection of that revenue typically occurs eighteen to twenty-four months later and after the
patient claim develops and settles. Historical collection rates are estimated using the most current prior 12-month historical payment
and collection percentages. See also Note 1 to our consolidated financial statements.

 We had no investing activities for the years ended
December 31, 2023 and 2022.

 Our net cash provided by financing activities
was $2,369,325 for the year ended December 31, 2023, as compared to $788,794 for the year ended December 31, 2022. Net cash provided by
financing activities for the year ended December 31, 2023 consisted of net proceeds from the line of credit of $2,164,338 and proceeds
from convertible notes payable of $421,375, offset by repayment of convertible notes payable of $175,000, repayment of line of credit
of $39,293 and repayments to directors and officers of $2,195. Net cash provided by financing activities for the year ended December 31,
2022 consisted of proceeds from convertible notes payable of $879,083 and proceeds from preferred stock issuances of $25,000, offset by
dividends on preferred stock of $102,740, repayment of convertible notes payable of $5,908, repayments to directors and officers of $3,573
and repayment of the SBA loan described below of $3,068.

 Convertible Notes

 As of December 31, 2023, we had convertible debt
outstanding net of amortized debt discount of $3,807,030. During the year ending December 31, 2023, we received net proceeds of $421,375
from convertible notes, repaid $175,000 and wrote off $12,406 to convertible noteholders.

 The following is a schedule of convertible notes
payable outstanding as of December 31, 2023:

 Note #

 Issuance
 Date

 Maturity
 Date

 Principal
 Balance

 Accrued
 Interest

 Unamortized Debt
 Discount

 09/12/2016

 09/12/2017

 $
 50,080

 $
 5,581

 $
 –

 01/24/2017

 01/24/2018

 55,000

 80,875

 –

 10-1

 02/10/2023

 02/10/2024

 50,000

 6,658

 –

 10-2

 03/30/2023

 03/30/2024

 2,836

 –

 10-3

 08/11/2023

 08/11/2024

 1,469

 –

 29-2

 11/08/2019

 11/08/2020

 36,604

 10,109

 –

 08/28/2019

 08/28/2020

 –

 8,385

 –

 37-1

 09/03/2020

 06/30/2021

 113,667

 64,929

 –

 37-2

 11/02/2020

 08/31/2021

 113,167

 63,594

 –

 37-3

 12/29/2020

 09/30/2021

 113,166

 62,558

 –

 40-1

 09/22/2022

 2,600,000

 252,665

 –

 40-2

 11/04/2022

 7,939

 –

 40-3

 11/28/2022

 7,506

 –

 40-4

 12/21/2022

 7,054

 –

 40-5

 01/24/2023

 90,166

 8,284

 –

 40-6

 03/21/2023

 03/21/2024

 10,671

 –

 40-7

 06/05/2023

 06/05/2024

 7,826

 15,671

 40-8

 06/13/2023

 06/13/2024

 21,167

 1,127

 2,321

 40-9

 07/19/2023

 07/19/2024

 35,500

 1,605

 4,863

 40-10

 07/24/2023

 07/24/2024

 14,000

 1,965

 08/25/2023

 08/25/2024

 5,000

 –

 $
 3,831,850

 $
 612,460

 $
 24,820

 Note 9. On September 12, 2016, we issued
a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is
currently in default and accrues at a default interest rate of 20% per annum.

 Note 10, 10-1, 10-2 and 10-3. On January
24, 2017, we issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24,
2018. Note 10 is currently in default and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, we executed
a second tranche under this note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, we executed a third tranche under
this note in the principal amount of $25,000 (Note 10-2). On August 11, 2023, we executed a fourth tranche under this note in the principal
amount of $25,000 (Note 10-3). Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.

 Note 29-2. On May 10, 2019, we issued a
convertible promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned
to an unrelated party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued
as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is currently
in default and accrues interest at a default interest rate of 24% per annum.

 Note 31. On August 28, 2019, we issued
a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020. The note is currently in default
and accrues interest at a default interest rate of 24% per annum. There was no outstanding principal balance as of December 31, 2023.

 Notes 37-1, 37-2 and 37-3. On September
3, 2020, we issued a convertible promissory note in the principal amount of $200,000, with original issue discount of $50,000, which could
be drawn in several tranches. On September 3, 2020, we executed the first tranche in the principal amount of $67,000, less original issue
discount of $17,000, which matured on June 30, 2021 (Note 37-1). On November 2, 2020, we executed the second tranche in the principal
amount of $66,500, less original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, we executed
the third tranche in the principal amount of $66,500, less original issue discount of $16,500, which matured on September 30, 2021 (Note
37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.

 Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7,
40-8, 40-9 and 40-10. On September 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000 in exchange
for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, we executed a second tranche under this
note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, we executed
the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3).
On December 21, 2022, we executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount
and fee of $18,667 (Note 40-4). On January 24, 2023, we executed a fifth tranche under this note in the principal amount of $90,166, less
an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, we executed a sixth tranche under this note in the principal
amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, we executed a seventh tranche under
this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, we executed
an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July
19, 2023, we executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875
(Note 40-9). On July 24, 2023, we executed a tenth tranche under this note in the principal amount of $14,000, less an original issue
discount and fee of $3,500 (Note 40-10). On December 1, 2023, we executed amendment on Notes series 40 consolidated senior secured convertible
promissory note to extend the expired tranche note 40-1 through 40-5 due date to September 20, 2024. All of the Note 40 tranches mature
in one year from the note issuance date and accrue interest at a rate of 10% per annum.

 Note 41. On August 25, 2023, we issued
a twelve-month convertible promissory note in the principal amount of $5,000 to our Chief Executive Officer for our operating expenses.
The rate of interest is 10% per annum.

 Small Business Administration Loans

 On June 2, 2020, we obtained a loan from the Small
Business Administration of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050. The principal balance and accrued
interest at December 31, 2023 was $149,655 and $956, respectively. The principal balance and accrued interest at December 31, 2022 was
$144,609 and $5,723, respectively.

 Debenture

 On March 12, 2009, we issued a debenture in the
principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the debenture
was $10,989 at December 31, 2023 and the accrued interest was $7,547. The principal balance and accrued interest at December 31, 2022
was $10,989 and $6,229, respectively. We assigned all of our receivables from consumer activations of the rewards program as collateral
on this debenture.

 Line of Credit

 On September 29, 2023, our company and Nova entered
into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova's accounts receivables
for a revolving financing up to a maximum advance amount of $4.5 million. As of December 31, 2023, we had $2,120,100 outstanding
balance against the revolving receivable line of credit. The revolving purchase and security agreement includes discounts recorded as
interest expense on each funding and matures on September 29, 2025.

 Related Party Loans

 In connection with the acquisition of Edge View
on July 16, 2014, we assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand and
do not bear interest. The balance of these amounts are $4,979 as of December 31, 2023 and 2022.

 We have obtained short-term advances from the
Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, we owed the Chairman $120,997
and $123,192, respectively.

 Contractual Obligations

 Our principal commitments consist mostly of obligations
under the loans described above.

 Off-Balance Sheet Arrangements

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

 Critical Accounting Policies

 The following discussion relates to critical accounting
policies for our consolidated company. The preparation of financial statements in conformity with United States generally accepted accounting
principles, or GAAP, requires our management to make assumptions, estimates and judgments that affect the amounts reported, including
the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial
condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition
and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates
are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting
the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies
involve the most significant estimates and judgments used in the preparation of our financial statements:

 Revenue Recognition. Our primary
source of revenue is our healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures
. Revenue is recognized at a point in time in accordance with Accounting Standards Codification, or ASC, 606. Our healthcare subsidiary
does not have contract liabilities or deferred revenue as there are no amounts prepaid for services. We apply the following five-step
ASC 606 model to determine revenue recognition:

 identification of a contract with a customer;

 identification of the performance obligations in the contact;

 determination of the transaction price;

 allocation of the transaction price to the separate performance obligations; and

 recognition of revenue when performance obligations are satisfied.

 We apply the five-step model when it is probable
that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.
At contract inception and once the contract is determined to be within the scope of ASC 606, we assess services promised within each contract
and determine those that are a performance obligation and assesses whether each promised service is distinct

 Our contracts for both our contract and service
fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual services
is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.

 Accordingly, we recognize revenues (net) when
the patient receives orthopedic care services. Our patient service contracts generally have performance obligations which are satisfied
at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts are generally fixed-price,
and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the contract with our patients
are satisfied; generally, at the time of patient care.

 Established billing rates are not the same as
actual amounts recovered for our healthcare subsidiary. They generally do not reflect what we are ultimately paid by the customer,
insurance carriers and other payors, and therefore are not reported in the consolidated financial statements at that rate. We
are typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology,
or CPT, guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative
value units and a suggested range of charges for each procedure which is then assigned a CPT code.

 This fee is discounted to reflect the percentage
paid to us "using a modifier" recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.

 Contract Fees (Non-PIP)

 We have contract fees for amounts earned from
our non-personal injury protection, or PIP, related procedures, typically car accidents, and are collected on a contingency basis. Historically,
these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to the factor, any additional
funds collected by us were remitted to the factor.

 Service Fees – Net (PIP)

 We generate services fees from performing various
procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal non-PIP
services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance billing
rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance company
and self-pay patients. We compute these contractual adjustments and collection allowances based on our historical collection experience.

 Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from
electronic filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.

 Our healthcare revenues are generated from professional
medical billings including facility and anesthesia services. With respect to facility and anesthesia services, we are the primary obligor
as the facility and anesthesia services are considered part of one integrated performance obligation. Historically, we receive 49% of
collections from total gross billed. Accordingly, we recognized net healthcare service revenue as 49% of gross billed amounts. Historical
collection rates are estimated using the most current prior 12-month historical payment and collection percentages.

 Historically through April 2023, our
healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in an approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. We evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were
factored were recorded in finance charges as other expenses on the consolidated statement of operations. As
a result of eighteen to twenty-four month collection timeframe, we have an accrued liability resulting from the collections of
receivables sold to the third party factors which fluctuates as collections are made and remitted to those third party factors.
These accounts receivables sold to these third party factors are not included in our financial statements accounts receivable
balance once sold and therefore are not part of the assessment of accounts receivable collectability.

 Accounts Receivable. In the normal
course of business, we are in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated
by a letter of protection which insulates us and insures payment in full from insurance settlements. A letter of protection is a legally
binding contract between the patient (i.e., our customer), the patient's law firm and our company, as a medical provider. It serves
as a critical legal agreement between an experienced personal injury attorney and a medical provider, allowing an injured victim to receive
vital medical treatment needed after an accident without paying exorbitant out-of-pocket medical expenses prior to settlement. For medical
professionals, letters of protection provide guaranteed payment out of settlement proceeds for services rendered as the provider does
not have to attempt collection from an uninsured or underinsured injured patient. The medical provider knows that payment will come directly
from the law firm out of the settlement. This legally binding contract offers crucial protection when someone is hurt due to another party's
negligence but lacks sufficient health insurance or faces denial of claim payments from insurance companies. Medical bills may not be
paid for six months to two or more years until case resolution. Providers must be willing to wait for payment. Some complex cases settle
in increments over several years instead of one lump payment at the end. A letter of protection enables injured clients to obtain essential
care, avoid collections, restore their credit, and focus wholly on recovery. Attorneys utilize letters of protection to construct stronger
injury claims, while medical professionals gain guaranteed payment out of settlement proceeds even if treatment is lengthy or ongoing.

 In a personal injury case, the at-fault party
is responsible for paying the medical bills of the injured person. However, insurance companies will often refuse to pay these medical
expenses until liability has been determined. This can leave an injured person unable to get the medical treatment needed, especially
if they do not have health insurance. A letter of protection allows an accident victim to receive medical care while the personal injury
case is being resolved. An attorney sends a letter of protection to the medical provider on behalf of the client patient. This letter
states that the attorney is responsible for paying the client's medical bills when the case is fully developed and settles. The
medical professional agrees to provide treatment to the injured person and refrain from attempting to collect payment as it is developing
and until the case is resolved. Once the personal injury case is finalized with the insurance company, the attorney pays the outstanding
medical bills from the settlement. The letter of protection is fulfilled. If no settlement is reached with the defendant's insurance
company and the plaintiff (the patient) loses the case at trial, or the case is abandoned, then we will not be able to collect on our
letter of protection and the receivable will not be collected. In the case of a partial settlement or award at trial, we might only be
able to collect a portion of the receivable.

 We have a 99% collection rate based on net
settlements recorded to its accounts receivable and revenue. Collection rates are estimated considering our 48-month historical collections
with primary emphasis to the most current prior 12-month trailing payment and collection percentage rates. The method we use to measure
expected credit losses is the loss rate method, and in addition we qualitatively evaluate on an ongoing basis various factors, which include
market conditions in which we operate, and the status of claims being settled. We have established billing rates, which are not the same
as actual amounts recovered. These rates generally do not reflect what is ultimately paid by the customer, insurance carriers, law
firms and other payors, which is typically received eighteen to twenty-four months later, and are not reported in the consolidated financial
statements at those established billing rates. Our customers, the patients, typically pay amounts based on established charges per
procedure with guidance from the annually updated CPT guidelines that designates relative value units and a suggested range of charges
for each procedure which is then assigned a CPT code. This fee is discounted to reflect the percentage paid to us "using a modifier"
recognized by each insurance carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated
fee. The net revenue is recorded at the time the services are rendered. Collection of that revenue typically occurs eighteen to twenty-four
months later and after the patient claim develops and settles. Historical collection rates are estimated using the most current prior
12-month historical payment and collection percentages.

 We have adopted ASU 2016-13, "Financial
Instruments – Credit Losses." In accordance with this standard, we recognize an allowance for credit losses for our trade
receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses
expected to arise over the life of the asset and are based on current expected credit losses. Accounts receivable is reported on the balance
sheet at the net amounts expected to be collected by us. Management closely monitors outstanding accounts receivable and recognized an
additional allowance for credit losses in the amount of $122,190 and $0 as of December 31, 2023 and 2022, respectively. As of December
31, 2023 and 2022, we had net accounts receivable of $13,305,254 and $6,603,920, respectively. Accounts receivables are primarily generated
from our healthcare subsidiary in its normal course of business.

 We calculate a forward-looking collectability
rate which we then apply to our gross billings. The amount recorded in accounts receivables approximates the amount expected to actually
be collected. The allowance for credit losses represents any adjustments deemed necessary to the collectability rate based upon an annual
review of both actual collections, as well as any changes in industry billing and collection, and/or legal practices.

 Property and Equipment. Property
and equipment are carried at cost. Expenditures for renewals and betterments that extend the useful lives of property, equipment or leasehold
improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated
using the straight-line method for financial reporting purposes based on the following estimated useful lives:

 Classification

 Useful Life

 Equipment, furniture, and fixtures

 5 - 7 years

 Medical equipment

 10 years

 Leasehold improvements

 10 years or lease term, if shorter

 Goodwill and Other Intangible Assets.
Goodwill and indefinite-lived assets are not amortized but are evaluated for impairment annually or when indicators of a potential impairment
are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. We
review goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying
value of goodwill may not be recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in
between if an event occurs or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a
'triggering event'. An assessment is made of these qualitative factors as such to determine whether it is more likely than
not the fair value is less than the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles
and, if then needed after the first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections
of expected future cash flows and operating plans. We believe such assumptions are also comparable to those that would be used by other
marketplace participants. For the year ended December 31, 2023, we determined there to be no impairment. For the year ended December 31,
2022, we recognized goodwill impairment in the amount of $2,092,048 in our former financial services segment, which is now reflected in
discontinued operations. We based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value
and other factors.

 Valuation of Long-Lived Assets.
In accordance with the provisions of ASC Topic 360-10-5, "Impairment or Disposal of Long-Lived Assets", all long-lived assets
such as plant and equipment and construction in progress held and used by us are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated
by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair
value of the assets.

 Distinguishing Liabilities from Equity.
 We account for our series N senior convertible preferred stock, series R convertible preferred stock, and series X senior convertible
preferred stock subject to possible redemption in accordance with ASC 480, "Distinguishing Liabilities from Equity". Conditionally
redeemable preferred shares are classified as temporary equity within our consolidated balance sheet.

 Fair Value Measurements. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized
based upon the level of judgment associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between
(1) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (2) an entity's
own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable
inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the
fair value hierarchy are described below:

 Level 1

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

 Level 2

 Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date.

 Level 3

 Unobservable
inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement
date.

 Stock-Based Compensation. We account
for our stock-based compensation in which we obtain employee services in share-based payment transactions under the recognition and measurement
principles of the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB
ASC, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. Generally, all forms of share-based payments, including stock
option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards'
grant date, based on estimated number of awards that are ultimately expected to vest. The expense resulting from share-based payments
is recorded in general and administrative expense in the consolidated statements of operations.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The full text of our audited consolidated financial statements begins
on page F-1 of this annual report.

 ITEM 9.

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

 None.

 ITEM 9A.

 CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 We maintain disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed
to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated
to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding
required disclosure.

 As required by Rule 13a-15(e) of the Exchange
Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31,
2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because
of the material weaknesses described below, our disclosure controls and procedures were not effective.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting refers to
the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer,
and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those
policies and procedures that:

 (1)
 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets;

 (2)
 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of
our management and directors; and

 (3)
 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.

 Our management evaluated the effectiveness of
our internal control over financial reporting as of December 31, 2023. In making this evaluation, management used the framework established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The
COSO framework summarizes each of the components of a company's internal control system, including (i) the control environment,
(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on our evaluation, we determined
that, as of December 31, 2023, our internal control over financial reporting was not effective due to the following material weaknesses.

 We had not developed and effectively communicated to our employees our accounting policies and procedure,
which had resulted in inconsistent practices.

 We lacked formal documentation over internal control procedures and environment.

 We lacked proper segregation of duties and multiple level of reviews.

 We lacked sufficient process, systems and access to technical accounting
resources to enable appropriate accounting for and reporting on complex and/or non-routine debt and equity financing transactions including
accounting for derivatives, convertible debt, preferred stock.

 In order to cure the foregoing material weakness,
we have begun to take the following remediation measures:

 We are making necessary changes by providing training to our financial team and our other relevant personnel
on the GAAP accounting guidelines applicable to financial reporting requirements.

 We plan to implement proper documentation procedures for key functional areas, control objectives and
our workflows.

 We plan to reinforce effective compensating controls can improve the design of the current process with
limited human resources.

 We intend to complete the remediation of the material
weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing
an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business
and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately
satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses
that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we
discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation,
as needed.

 All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. 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.

 Changes in Internal Controls over Financial
Reporting

 We regularly review our system of internal control
over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that
we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.

 Except for the matters described above, there
have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2023 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION.

 We have no information to disclose that was required
to be in a report on Form 8-K during the fourth quarter of fiscal year 2023 but was not reported.

 None of our directors or executive officers
 adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation
S-K) during the fourth quarter of fiscal year 2023.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following sets forth information about our
directors and executive officers as of the date of this report.

 Name

 Age

 Position

 Daniel Thompson

 Chairman of the Board Directors

 Alex Cunningham

 Chief Executive Officer, President, and Director

 Matthew T. Shafer

 Senior Vice President and Chief Financial Officer

 Zia Choe

 Chief Accounting Officer

 Daniel
Thompson. Mr. Thompson has been Chairman of our board of directors since May 2014. Prior to serving as Chairman, Mr. Thompson
served as Chief Executive Officer from February 2005 to May 2014 and also served as a consultant from January 2001 to February 2005. Prior
to joining us, Mr. Thompson was founder, president and chief executive officer of Creative Entertainment Services, a full-service entertainment
company specializing in Feature Film, Television, Closed Captioning and Game Show fulfilment, from 1982 to December 2001. Mr. Thompson
also founded CableRep USA, a media sales firm specializing in local market cable advertising, which he sold to Cox Cable in 1981. Mr.
Thompson attended Wayne State University, Bellevue College, and College of Continuing Studies at University of Nebraska at Omaha. We believe
Mr. Thompson is well suited to serve as a director because of his previous business management and merger and acquisition experience.

 Alex
Cunningham. Mr. Cunningham has been our Chief Executive Officer and President and has served on our board of directors since June
2015. Prior to joining us, Mr. Cunningham founded Francnsult, Inc., a business development company representing franchise operations,
where he was in charge of identifying prospects for franchising, mergers, and acquisitions, and was the managing partner at AH Cunningham
& Associates, LLC, a firm which provided financial and operational consulting services to owners of small and medium-sized businesses,
EB-5 immigrant investors, passive investment, franchise owners, and franchisors. Prior to his employment at Francnsult, Inc. and AH Cunningham
& Associates, Mr. Cunningham was the president and chief executive officer of Profit Management Consulting, a management consulting
company that assisted in the management of private and closely held middle-market companies, from 1996 to 2005. From 1991 to 1996, Mr.
Cunningham was a partner at London Capital Corporation, a company which provides merger and acquisition services to small and medium-sized
businesses. Mr. Cunningham received a BBA-Finance and Administration at the University of Kentucky and an MBA from Rollins College. We
believe Cunningham is well suited to serve as a director because of his previous business management, financial, and merger and acquisition
experience.

 Matthew T. Shafer. Mr. Shafer has
been our Senior Vice President and Chief Financial Officer since January 2024. Prior to joining us, Mr. Shafer served
as strategic executive engagement consultant and advisor for the chief financial officer and chief accounting officer capacities during
rapid growth, change and transitions at Proterra, a publicly traded manufacturer of electric vehicles and provider of related SaaS services,
since March 2023. Prior to that, he served as vice president of finance at Aspire Technology Partners, a privately owned technology provider
delivering custom digital infrastructures, SaaS solutions and professional services, from May 2022 to February 2023. From October 2021
to April 2022, he served as a strategic chief financial officer of Tatum, an interim executive consultancy practice of Randstad USA, and
from September 2016 to September 2021, he held the positions of senior vice president, chief financial officer and treasurer of Ocean
Power Technologies, Inc., a publicly traded green technology company providing cost-effective renewable ocean energy solutions. Earlier
in his career, Mr. Shafer held senior finance positions at numerous privately owned and publicly traded companies, including, among others,
business unit chief financial officer – for the Dentistry (OraPharma) division at Bauch Health Companies, a global publicly traded
pharmaceutical company, and numerous executive level positions at Johnson Controls International plc (formerly Tyco International), a
large publicly traded multinational manufacturing company. Mr. Shafer is a certified public accountant with a foundation in Big Four public
accounting, beginning his career at Arthur Andersen LLP. He received his Bachelor of Science degree in accounting from W. Paul Stillman
School of Business at Seton Hall University and has an MBA in finance from The Rutgers Business School at Rutgers University.

 Zia
Choe. Ms. Choe has been our Chief Accounting Officer since January 2024. Prior to that, Ms. Choe served as Interim Chief Financial
Officer from March 2023 to January 2024 and served as an outside accountant from March 2017 to March 2023. Ms. Choe founded STK FINANCIAL
P.C., a California-licensed accounting firm, in June 2021. As a managing partner, Ms. Choe has provided financial attestation, managerial
consulting, preparation of 10-Ks and 10-Qs and other high level accounting and financial services to privately and publicly held companies
in the U.S. and internationally. Prior to her founding of STK FINANCIAL P.C., she was an audit team leader in the accounting and audit
division at JNK Accountancy Group, LLP from September 2014 until June 2021, where she was in charge of financial attestation and due diligence
projects for acquisition deals in various industries for seven years. Ms. Choe also had seven years of operational experience in accounting,
sales and marketing at Hyundai Mobis Parts America, LLC, a subsidiary of Hyundai Motors, from March 2006 to March 2013. Ms. Choe received
a B.S. in Hospitality Management at Florida International University, and she also has higher education in accounting at Ajou University
Graduate School in South Korea.

 Our directors currently have terms which will
end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation,
or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any director
or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee, or officer.

 Family Relationships

 There are no family relationships among any of
our officers or directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, except as described
below, none of our directors or executive officers has, during the past ten years:

 •
 been
convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

 •
 had
any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association
of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that
time;

 •
 been
subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or
federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type
of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with
persons engaged in any such activity;

 •
 been
found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 •
 been
the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation
of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire
fraud or fraud in connection with any business entity; or

 •
 been
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

 Governance Structure

 We chose to appoint a separate Chairman of the
Board who is not our Chief Executive Officer. Our board of directors has made this decision based on their belief that a separate Chairman
of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director.

 The Board's Role in Risk Oversight

 The board of directors oversees that the assets
of our company are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted
wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board's
oversight of the various risks facing our company. In this regard, our board seeks to understand and oversee critical business risks.
Our board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy.
Our board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful, and appropriate risk-taking is
essential for our company to be competitive on a global basis and to achieve its objectives.

 While the board oversees risk management, company
management is charged with managing risk. Management communicates routinely with the board and individual directors on the significant
risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

 Our board administers its risk oversight function
as a whole by making risk oversight a matter of collective consideration; however, much of the work will be delegated to committees, which
will meet regularly and report back to the full board. We plan to establish a standing audit committee, compensation committee and nominating
and corporate governance committee of our board of directors. We anticipate that the audit committee will oversee risks related to our
financial statements, the financial reporting process, accounting and legal matters, the compensation committee will evaluate the risks
and rewards associated with our compensation philosophy and programs, and the nominating and corporate governance committee will evaluate
risk associated with management decisions and strategic direction.

 Material Changes to Director Nomination Procedures

 There have been no material changes to the procedures
by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

 Code of Ethics

 We have adopted a code of ethics that applies
to all of our directors, officers, and employees, including our principal executive officer, principal financial officer and principal
accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance
with laws, regulations, and policies, including disclosure requirements under the federal securities laws, and reporting of violations
of the code.

 We are required to disclose any amendment to,
or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal
accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this
disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following
the date of any such amendment to, or waiver from, a provision of our code of ethics.

 Insider Trading Policy

 We have adopted an insider trading policy which
prohibits our directors, officers, and employees from engaging in transactions in our common stock while in the possession of material
non-public information; engaging in transactions in the stock of other companies while in possession of material non-public information
that they become aware of in performing their duties; and disclosing material non-public information to unauthorized persons outside our
company.

 Our insider trading policy restricts trading by
directors, officers, and certain key employees during blackout periods, which generally begin 15 calendar days before the end of each
fiscal quarter and end two business days after the issuance of our earnings release for the quarter. Additional blackout periods may be
imposed with or without notice, as the circumstances require.

 Our insider trading policy also prohibits our
directors, officers, and employees from purchasing financial instruments (such as prepaid variable forward contracts, equity swaps, collars
and exchange funds) designed to hedge or offset any decrease in the market value of our common stock they hold, directly or indirectly.
In addition, directors, officers, and employees are expressly prohibited from pledging our common stock to secure personal loans or other
obligations, including by holding their common stock in a margin account, unless such arrangement is specifically approved in advance
by the administrator of our insider trading policy, or making short-sale transactions in our common stock.

 A copy of the insider trading policy may be found
on our website.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Exchange Act requires our
directors and executive officers and beneficial holders of more than 10% of our common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of our equity securities. We believe, based solely on a review of the copies of such reports furnished
to us and representations of these persons, that none of the reports were timely filed for the year ended December 31, 2023. All of the
delinquent reports were recently filed.

 ITEM 11.

 EXECUTIVE COMPENSATION.

 Summary Compensation Table - Years Ended December 31, 2023 and 2022

 The following table sets forth information concerning
all cash and non-cash compensation awarded to, earned by, or paid to the named persons for services rendered in all capacities during
the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Other Compensation

 ($)

 Total

 ($)

 Alex Cunningham,

 Chief Executive Officer

 2023

 360,000

 250,000

 –

 560,000

 2022

 360,000

 200,000

 –

 560,000

 Daniel Thompson,

 Chairman of the Board

 2023

 360,000

 250,000

 –

 560,000

 2022

 360,000

 200,000

 –

 560,000

 Zia Choe,

 former Interim Chief Financial Officer (1)

 2023

 145,048

 –

 –

 145,048

 2022

 –

 –

 67,500

 67,500

 (1)
 Ms. Choe served as our Interim Chief Financial Officer from March 2023 to January 2024. Prior
to that, she served as our outside accountant from January 2022 to February 2023. Other Compensation includes consulting fees that Ms.
Choe received prior to her appointment as our Interim Chief Financial Officer.

 Employment Agreements

 Effective July 15, 2020, we entered into an employment
agreement with Alex Cunningham, pursuant to which Mr. Cunningham agreed to serve as President and Chief Executive Officer. Pursuant to
the employment agreement, Mr. Cunningham will earn $360,000 per year as his base salary. Mr. Cunningham is eligible for an annual bonus
with respect to each fiscal year ending during his employment. Mr. Cunningham is also eligible to receive compensation in shares of preferred
stock in the event that we are unable to pay his base salary in dollars. The term of employment agreement is from July 15, 2020 to December
31, 2025 with automatic extensions for additional successive one (1) year renewals terms unless terminated by notice of at least three
(3) months from us or Mr. Cunningham of the termination. The employment agreement may be terminated immediately for cause (as such term
is defined in the employment agreement), which would cause no severance payment obligations to Mr. Cunningham. In the event of termination
without cause or for good reason, we must provide Mr. Cunningham with thirty (30) days prior written notice and would be required to pay
all accrued payments, base salary and $200,000, Mr. Cunningham's maximum target bonus amount for the twelve months after the termination.
In the event of termination of employment without cause or for good reason following a change-in-control of our company, Mr. Cunningham
would be entitled to all accrued payments, a lump sum separation allowance equal to two times the sum of his then base salary and then
target bonus, any annual incentive bonuses, payment of benefits until the earlier of twenty-four months after termination or receipt of
comparable benefits from subsequent employment and all then-outstanding equity awards under any equity plan will vest in full. The employment
agreement also provides that Mr. Cunningham may not compete against us for a period of twelve (12) months after termination of his employment
for any reason or solicit employees or customers from us for a period of twenty-four (24) months after termination of his employment for
any reason.

 Effective July 15, 2020, we entered into an employment
agreement with Daniel Thompson, pursuant to which Mr. Thompson agreed to serve as Chairman of the Board. Pursuant to the employment agreement,
Mr. Thompson will earn $360,000 per year as his base salary. Mr. Thompson is eligible for an annual bonus with respect to each fiscal
year ending during his directorship. Mr. Thompson is also eligible to receive compensation in shares of preferred stock in the event that
we are unable to pay his base salary in dollars. The term of agreement is from July 15, 2020 to December 31, 2025 with automatic extensions
for additional successive one (1) year renewals terms unless terminated by notice of at least three (3) months from us or Mr. Thompson
of the termination. The employment agreement may be terminated immediately for cause (as such term is defined in the employment agreement),
which would cause no severance payment obligations to Mr. Thompson. In the event of termination without cause or for good reason, we must
provide Mr. Thompson with thirty (30) days prior written notice and would be required to pay all accrued payments, base salary and $200,000,
Mr. Thompson's maximum target bonus amount for the twelve months after the termination. In the event of termination of employment
without cause or for good reason following a change-in-control of our company, Mr. Thompson would be entitled to all accrued payments,
a lump sum separation allowance equal to two times the sum of his then base salary and then target bonus, any annual incentive bonuses,
payment of benefits until the earlier of twenty-four months after termination or receipt of comparable benefits from subsequent employment
and all then-outstanding equity awards under any equity plan will vest in full. The employment agreement also provides that Mr. Thompson
may not compete against us for a period of twelve (12) months after termination of his employment for any reason or solicit employees
or customers from us for a period of twenty-four (24) months after termination of his employment for any reason.

 On January 2, 2024, we entered into an
employment agreement with Mr. Shafer setting forth the terms of his employment as Chief Financial Officer. Pursuant to the
employment agreement, Mr. Shafer is entitled to an annual base salary of $228,000 and a signing bonus of 5,000 shares of our series
I preferred stock. He is also eligible for consideration for a one-time achievement bonus equal to 35% of base salary within sixty
(60) days upon our company uplisting to a national securities exchange. In addition, he is also eligible for an annual target bonus
equal to 25% of base salary based on the achievement of certain performance goals and annual stock option grants. Mr. Shafer
is also eligible to participate in all employee benefit plans, including health insurance, commensurate with his position. The
term of the employment agreement is for one (1) year with automatic extensions for additional successive one (1) year renewal terms
unless terminated by either party no later than thirty (30) days prior to the renewal date. The employment agreement may be
terminated immediately by us with or without cause (as such term is defined in the employment agreement) or in the event of Mr.
Shafer's death or disability and may be terminated immediately by Mr. Shafer upon his voluntary resignation or other voluntary
termination of employment. In the event of termination by us without cause, Mr. Shafer is entitled to the compensation and benefits
described above for a period of three (3) months following termination. In the event of termination by Mr. Shafer for good reason
(as defined in the employment agreement) or because Mr. Shafer cannot perform his services as result of physical or mental
incapacitation, he will be eligible to receive three (3) months of base salary and medical and dental benefits under our medical and
dental plans then in effect. Mr. Shafer is not entitled to receive any additional compensation upon termination by us for cause or
upon a voluntary termination by Mr. Shafer. The employment agreement also contains customary confidentiality provisions and
restrictive covenants prohibiting Mr. Shafer from owning or operating a business that competes with our company or soliciting
our employees during the term of his employment and for a period of twelve months following the termination of his employment.

 On January 2, 2024, we entered into an employment
agreement with Ms. Choe setting forth the terms of her employment as Chief Accounting Officer. Pursuant to the employment agreement,
Ms. Choe is entitled to an annual base salary of $210,000 and a signing bonus of 2,500 shares of our series I preferred stock. She is
also eligible for an annual bonus and annual stock option grants. Ms. Choe is also eligible to participate in all employee benefit
plans, including health insurance, commensurate with her position. The term of the employment agreement is for one (1) year with automatic
extensions for additional successive one (1) year renewal terms unless terminated by either party no later than thirty (30) days prior
to the renewal date. The employment agreement may be terminated immediately by us with or without cause (as such term is defined in the
employment agreement) or in the event of Ms. Choe's death or disability and may be terminated immediately by Ms. Choe upon her voluntary
resignation or other voluntary termination of employment. In the event of termination by us without cause, Ms. Choe is entitled to the
compensation and benefits described above for a period of one (1) month following termination. In the event of termination by Ms. Choe
for good reason (as defined in the employment agreement) or because Ms. Choe cannot perform her services as result of physical or mental
incapacitation, she will be eligible to receive three (3) months of base salary and medical and dental benefits under our medical and
dental plans then in effect. Ms. Choe is not entitled to receive any additional compensation upon termination by us for cause or upon
voluntary termination by Ms. Choe. The employment agreement also contains customary confidentiality provisions and restrictive covenants
prohibiting Ms. Choe from owning or operating a business that competes with the Company or soliciting our employees during the term of
her employment and for a period of twelve months following the termination of her employment.

 Outstanding Equity Awards at Fiscal Year-End

 No executive officer named above had any unexercised
options, stock that has not vested or equity incentive plan awards outstanding as of December 31, 2023.

 Additional Narrative Disclosure

 Retirement Benefits

 We have not maintained, and do not currently maintain,
a defined benefit pension plan, nonqualified deferred compensation plan or 401(k) plan.

 Potential Payments Upon Termination or Change
in Control

 As described under "—Employment Agreements"
above, Mr. Cunningham, Mr. Thompson, Mr. Shafer, and Ms. Choe are entitled severance if their employment is terminated without cause.

 Director Compensation

 Except for our Chairman, no member of our board
of directors received any compensation for services as a director during the fiscal year ended December 31, 2023.

 2024 Equity Incentive Plan

 On January 31, 2024, our board of directors and
stockholders adopted the Cardiff Lexington Corporation 2024 Equity Incentive Plan, or Plan. The following is a summary which describes
the principal features of the Plan, but it is qualified in its entirety by reference to the full text of the Plan.

 Purposes. The purpose of this Plan
is to provide a means whereby employees, directors, consultants of our company and its affiliates develop a sense of proprietorship and
personal involvement in the development and financial success of our company, and to encourage them to devote their best efforts to the
business of our company, thereby advancing the interests of our company and its stockholders. A further purpose of this Plan is to provide
a means through which we may attract able individuals to provide services to or for the benefit of our company and to provide a means
for such individuals to acquire and maintain share ownership in our company, thereby strengthening their concern for the welfare of our
company.

 Types of Awards. Awards that may
be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share
awards, and performance compensation awards. These awards offer our officers, employees, consultants, and directors the possibility of
future value, depending on the long-term price appreciation of our common stock and the award holder's continuing service with our
company.

 Eligible Recipients. Persons eligible
to receive awards under the Plan will be those officers, employees, directors and consultants of our company and its subsidiaries who
are selected by the administrator.

 Administration. The Plan is administered
by our board of directors; provided that if and when we establish a compensation committee, the compensation committee will administer
the Plan. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards
and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions, and other
provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

 Shares Available. The maximum number
of shares of our common stock that may be delivered to participants under the Plan is 2,000,000, subject to adjustment for certain corporate
changes affecting the common stock, such as stock splits. In addition, the number of shares of common stock available for issuance under
the Plan will automatically increase on January 1 of each calendar year during the term of the Plan by an amount equal five percent (5%)
of the total number of shares of common stock issued and outstanding on December 31 of the immediately preceding calendar year. Shares
subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan.
Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.

 Stock Options.

 General. Share options give the option
holder the right to acquire from us a designated number of common stock at a purchase price that is fixed upon the grant of the option.
Stock options granted may be either tax-qualified stock options (so-called "incentive stock options") or non-qualified stock
options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of stock options. That determination
will include: the number of stock subject to any option; the exercise price per stock; the expiration date of the option; the manner,
time, and date of permitted exercise; other restrictions, if any, on the option or the stock underlying the option; and any other terms
and conditions as the administrator may determine.

 Option Price. The exercise price for stock
options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date
of grant. As a matter of tax law, the exercise price for any incentive share option awarded may not be less than the fair market value
of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of our voting power must
have an exercise price of not less than 110% of the fair market value on the grant date.

 Exercise of Options. An option may
be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time
of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made either:
(i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired stock having an aggregate
fair market value at the time of exercise equal to the exercise price; (iii) a cashless exercise (broker-assisted exercise) through a
"same day sale" commitment; (iv) by a combination of (i), (ii), and (iii); or (v) any other method approved or accepted by
the administrator in its sole discretion.

 Expiration or Termination. Options,
if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of
incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting power,
such term cannot exceed five years. Options will terminate before their expiration date if the holder's service with our company
or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations
of employment, including terminations as a result of death, disability, or retirement, with the precise period during which the option
may be exercised to be established by the administrator and reflected in the grant evidencing the award.

 Incentive and Non-Qualified Options. As
described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain provisions of the
U.S. Internal Revenue Code of 1986, as amended, or the Code, for more favorable tax treatment than applies to non-qualified share options.
Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions
apply to incentive stock options. For example, the exercise price for incentive stock options may not be less than the fair market value
of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive stock option may not be
transferred, other than by will or the laws of descent and distribution and is exercisable during the holder's lifetime only by
the holder. In addition, no incentive stock options may be granted to a holder that is first exercisable in a single year if that option,
together with all incentive stock options previously granted to the holder that also first become exercisable in that year, relate to
shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

 Stock Appreciation Rights. Stock
appreciation rights, or SARs, which may be granted alone or in tandem with options, have an economic value similar to that of options.
When an SAR for a particular number of stock is exercised, the holder receives a payment equal to the difference between the market price
of the stock on the date of exercise and the exercise price of the stock under the SAR. Again, the exercise price for SARs normally is
the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation
value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.

 Restricted Awards. Restricted awards
are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted stock, which represent issued
and outstanding shares subject to vesting criteria, or restricted share units, which represent the right to receive shares subject to
satisfaction of the vesting criteria. Restricted stock awards are forfeitable and non-transferable until the shares vest. The vesting
date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions,
restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous
service and/or the achievement of specified performance goals.

 Performance Criteria. Under the
Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance
criteria may be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate,
or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

 Other Material Provisions. Awards
will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the
capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be
made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator
is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change
of control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant,
awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted
to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board also has the authority, at any
time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may
terminate the Plan as to further grants, provided that no amendment will, without the approval of our stockholders, to the extent that
such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change
the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related
to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the
holder of such award.

 ITEM 12.

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

 The following table sets forth information regarding
beneficial ownership of our voting stock as of March 22, 2024 by (i) each of our executive officers and directors; (ii) all of our executive
officers and directors as a group; and (iii) each person who is known by us to beneficially own more than 5% of our common stock. Unless
otherwise specified, the address of each of the persons set forth below is in care of our company, 3753 Howard Hughes Parkway, Suite 200,
Las Vegas, NV 89169.

 Name and Address of Beneficial Owner

 Title of Class

 Amount and Nature of Beneficial Ownership (1)

 Percent of Voting Stock (2)

 Daniel Thompson, Chairman of the Board (3)

 46,591,457

 40.93%

 Alex Cunningham, Chief Executive Officer and Director (4)

 48,780,330

 42.85%

 Matthew T. Shafer, Chief Financial Officer (5)

 *

 Zia Choe, Chief Accounting Officer (6)

 18,800

 *

 All executive officers and directors (4 persons)

 95,415,586

 83.73%

 * Less than 1%

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

 (2)
 Percentage of total voting stock represents total ownership with respect to all
shares of our voting stock, which includes the common stock, series A preferred stock, series B preferred stock, series C preferred stock,
series E preferred stock, series I preferred stock, series J preferred stock, series L preferred stock and series R convertible preferred
stock, voting as a single class. As of March 22, 2024, there were 8,664,495 shares of common stock, 2 shares of series A preferred stock,
1,451,929 shares of series B preferred stock, 103 shares of series C preferred stock, 155,750 shares of series E preferred stock, 12,999,000
shares of series I preferred stock, 171,359 shares of series J preferred stock, 319,493 shares of series L preferred stock and 165 shares
of series R convertible preferred stock issued and outstanding. Each share of series A preferred stock is entitled to a number of votes
at any time equal to 25% of the number of votes then held or entitled to be made by all other equity securities of our company, plus one
(equivalent to 18,952,492 votes as of March 22, 2024). Each share of series B preferred stock, series C preferred stock, series E preferred
stock, series J preferred stock and series L preferred stock is entitled to one (1) vote per share. Each share of series I preferred stock
is entitled to five (5) votes per share. Each share of series R convertible preferred stock is entitled to a number of votes equal to
the number of shares into which the series R convertible preferred stock is convertible (estimated to be 51,833 votes per share as of
March 22, 2024). For each beneficial owner above, any options, warrants or other convertible securities exercisable within 60 days have
been included in the denominator.

 (3)
 Includes (i) 1,000,337 shares of common stock held directly, (ii) 4 shares of common stock held by the
2007 Thompson Family Trust, (iii) 1 share of series A preferred stock held directly, (iv) 26,124 shares of common stock issuable upon
the conversion of 13,062 shares of series B preferred stock held by the 2007 Thompson Family Trust, (v) 100,000 shares of common stock
issuable upon the conversion of 1 share of series C preferred stock held directly and (vi) 5,302,500 shares of series I preferred stock.
Mr. Thompson is the Trustee of the 2007 Thompson Family Trust and has voting and dispositive power over the shares held by it.

 (4)
 Includes (i) 1,000,338 shares of common stock, (ii) 1 share of series A preferred stock, (iii) 12,500
shares of common stock issuable upon the conversion of 6,250 shares of series B preferred stock, (iv) 100,000 shares of common stock issuable
upon the conversion of 1 share of series C preferred stock and (v) 5,743,000 shares of series I preferred stock.

 (5)
 Represents 5,000 shares of series I preferred stock.

 (6)
 Includes 6,300 shares of common stock issuable upon the conversion of 3,150 shares of series B preferred
stock and 2,500 shares of series I preferred stock.

 We do not currently have any arrangements which
if consummated may result in a change of control of our company.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Transactions with Related Persons

 The following includes a summary of transactions
since the beginning of our 2022 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the
amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last
two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation
described under Item 11 " Executive Compensation " above). We believe the terms obtained or consideration that we paid
or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that
would be paid or received, as applicable, in arm's-length transactions.

 We have obtained short-term advances from Daniel
Thompson, the Chairman of the Board, that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, we owed the Chairman
$120,997 and $123,192, respectively.

 Director Independence

 We do not have any independent directors within
the meaning of the rules of the Nasdaq Stock Market.

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Independent Auditors' Fees

 The following is a summary of the fees billed
to us for professional services rendered for the fiscal years ended December 31, 2023 and 2022. Fees include those paid to Grassi
& Co., CPAs, P.C. for audit fees.

 Year Ended December 31,

 2023

 2022

 Audit Fees

 $
 125,869

 $
 155,805

 Audit-Related Fees

 12,844

 –

 Tax Fees

 6,850

 –

 All Other Audit Fees

 –

 –

 TOTAL

 $
 145,563

 $
 155,805

 "Audit Fees" consisted of fees billed
for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial
statements included in our Form 10-K and 10-Q or services that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements.

 "Audit-Related Fees" consisted of
fees billed for assurance and related services by the principal accountant that were reasonably related to the performance of the audit
or review of our financial statements and are not reported under the paragraph captioned "Audit Fees" above.

 "Tax Fees" consisted of fees billed
for professional services rendered by the principal accountant for tax returns preparation.

 "All Other Fees" consisted of fees
billed for products and services provided by the principal accountant, other than the services reported above under other captions of
this Item 14.

 Pre-Approval Policies and Procedures

 Under the Sarbanes-Oxley Act of 2002, all audit
and non-audit services performed by our auditors must be approved in advance by our board of directors to assure that such services do
not impair the auditors' independence from us. In accordance with its policies and procedures, our board of directors pre-approved
the audit service performed by Grassi & Co., CPAs, P.C. for our financial statements
as of and for the year ended December 31, 2023.

 ITEM 15.

 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a)

 List of Documents Filed as a Part of This Report:

 (1)

 Index to Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID 606)

 Consolidated Balance Sheets as of December 31, 2023 and 2022 (restated)

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

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

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

 Notes to Consolidated Financial Statements

 (2)

 Index to Financial Statement Schedules:

 All schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because it is not required.

 (3)

 Index to Exhibits:

 See exhibits listed under Part (b) below.

 (b) Exhibits:

 Exhibit No.

 Description

 3.1

 Amended
 and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to
 Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

 3.2

 of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to
 Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)

 3.3

 Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1/A
 filed on August 3, 2023)

 3.4

 of Correction of Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.5

 Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registration Statement on Form S-1/A filed
 on August 3, 2023)

 3.6

 of Correction of Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.7

 Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Registration Statement on Form S-1/A
 filed on August 3, 2023)

 3.8

 of Correction of Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.9

 Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No. 1 to the Registration Statement on Form S-1/A filed
 on August 3, 2023)

 3.10

 of Correction of Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.10 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.11

 Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No. 1 to the Registration Statement on Form S-1/A filed
 on August 3, 2023)

 3.12

 of Correction of Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.13

 Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to the Registration Statement on Form
 S-1/A filed on August 3, 2023)

 3.14

 of Correction of Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.14 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.15

 Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No. 1 to the Registration Statement on Form S-1/A
 filed on August 3, 2023)

 3.16

 Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation

 3.17

 Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6,
 2023)

 3.18

 Amended
 and Restated Certificate of Designation of Series R Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.18 to the Annual Report on Form 10-K filed on March 27, 2024)

 3.19

 Certificate of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to Amendment No. 1 to the Registration Statement
 on Form S-1/A filed on August 3, 2023)

 3.20

 Amended and Restated Bylaws of Cardiff Lexington Corporation
 (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023)

 4.1

 Description
 of Securities of Cardiff Lexington Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed on March 27, 2024)

 4.2

 Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on June
 6, 2023)

 10.1

 Management Agreement, dated June 4, 2021, among by Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and Dr. Marc D Brodsky, Michael Wycoki, Jr., PA and Dr. Kevin Fitzgerald (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 7, 2021)

 10.2

 Revolving Purchase and Security Agreement, dated September 29, 2023, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Platinum Tax Defenders, Edge View Properties, Inc. and DML HC Series, LLC Series 308 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 14, 2023)

 10.3

 Guaranty and Security Agreement, dated September 29, 2023, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC and DML HC Series, LLC Series 308 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 14, 2023)

 10.4

 Securities Exchange and Purchase Agreement, dated September 22, 2022, among Cardiff Lexington Corporation, We Three, LLC, d/b/a Affordable Housing Initiative, Edge View Properties, Inc., Platinum Tax Defenders, Nova Ortho and Spine, LLC and Leonite Capital LLC
 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.5

 Consolidated Senior Secured Convertible Promissory Note issued by Cardiff Lexington Corporation to Leonite Capital LLC on September 22, 2022, as amended (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.6

 Pledge and Security Agreement, dated September 22, 2022, among Cardiff Lexington Corporation, We Three, LLC, d/b/a Affordable Housing Initiative, Edge View Properties, Inc., Platinum Tax Defenders, Nova Ortho and Spine, LLC and Leonite Fund I, LP (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.7

 Securities Purchase Agreement, dated June 1, 2021, between Cardiff Lexington Corporation and SILAC Insurance Company (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.8

 Guaranty, dated June 1, 2021, by Nova Ortho and Spine, LLC in favor of SILAC Insurance Company (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.9

 Security Agreement, dated June 1, 2021, between Nova Ortho and Spine, LLC and SILAC Insurance Company (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.10

 Security and Stock Pledge Agreement, dated June 1, 2021, between Cardiff Lexington Corporation and SILAC Insurance Company (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.11

 Securities Purchase Agreement, dated September 3, 2020, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.12

 Senior Secured Convertible Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on September 3, 2020 (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.13

 Security and Pledge Agreement, dated September 3, 2020, between Cardiff Lexington Corporation and GHS Investments, LLC (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.14

 8% Convertible Secured Redeemable Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on November 8, 2019 (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed on July 19, 2023)

 10.15

 Convertible Promissory Note issued by Cardiff Lexington Corporation to Greentree Financial Group, Inc. on January 24, 2017 (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.16

 Convertible Promissory Note issued by Cardiff Lexington Corporation to Greentree Financial Group, Inc. on September 12, 2016 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K filed on June 6, 2023)

 10.17

 Employment Agreement, dated July 15, 2020, between the Cardiff Lexington Corporation and Alex Cunningham (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on March 31, 2021)

 10.18

 Employment Agreement, dated July 15, 2020, between Cardiff Lexington Corporation and Daniel Thompson (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed on March 31, 2021)

 10.19

 Employment
 Agreement, dated January 2, 2024, between the Cardiff Lexington Corporation and Matthew T. Shafer (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K filed on March 27, 2024)

 10.20

 Employment
 Agreement, dated January 2, 2024, between the Cardiff Lexington Corporation and Zia Choe (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on March 27, 2024)

 10.21

 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on February 6, 2024)

 10.22

 Form
 of Stock Option Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K filed on March 27, 2024)

 10.23

 Form
 of Restricted Stock Award Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to
 the Annual Report on Form 10-K filed on March 27, 2024)

 10.24

 Form
 of Restricted Stock Unit Award Agreement relating to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on March 27, 2024)

 14.1

 Code of Business Ethics and Conduct (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed on June 6, 2023)

 19.1

 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 27, 2024)

 21.1

 List
 of Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 27, 2024)

 23.1*

 Consent of Grassi & Co., CPAs, P.C.

 31.1*

 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certifications of Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 __________

 *

 Filed herewith

 **

 Furnished herewith

 Executive compensation plan or arrangement

 ITEM 16.

 FORM 10-K SUMMARY.

 None.

 FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 606)

 Consolidated Balance Sheets as of December 31, 2023 and 2022 (Restated)

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

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

 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 Cardiff Lexington Corporation and Subsidiaries

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Cardiff of Lexington Corporation and Subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated
statements of operations, stockholders' equity (deficiency), and cash flows for each of the years in the two-year period ended December
31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for 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.

 Restatement of Financial Statements

 As discussed in Note 2 to the consolidated financial
statements, the Company's consolidated financial statements as of and for the years ended December 31, 2023 and 2022 have been restated
to correct certain misstatements.

 Substantial Doubt Regarding 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 described in Note 1 to the consolidated financial statements,
the Company has sustained an accumulated deficit and negative cash flows from operations, which raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect
to this matter.

 Basis for Opinion

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

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

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

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated 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 consolidated 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 consolidated 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.

 Valuation of Goodwill

 Critical Audit Matter Description

 As of December 31, 2023, the Company
had approximately $5.7 million of goodwill. As discussed in Note 1 and Note 12 to the consolidated financial statements, goodwill is tested
annually for impairment at the reporting unit level, or more frequently if impairment indicators arise.

 The principal consideration for our
determination that this was a critical audit matter resulted from the material balance of goodwill at year end and the Company's
goodwill impairment analyses requiring a high degree of management judgement. There was a high degree of subjective auditor judgment associated
with the evaluation of management's assertion with respect to the realizability of goodwill.

 How we addressed the matter:

 We obtained an understanding of the
Company's goodwill impairment evaluation process, including controls over management's review of the significant assumptions.
We considered the material weakness relating to management's internal controls in determining the nature, timing and extent of audit
tests applied in our audit.

 Our primary substantive audit procedures
to test the Company's goodwill impairment analyses included evaluating the completeness and reasonableness of management's
qualitative assessment. We obtained management's qualitative goodwill analysis and compared certain significant assumptions to
existing market conditions and information. We also compared significant assumptions, where relevant, to the plans of the Company, including
management's expectations regarding the Company's business model, customer base and other relevant factors. Finally, we assessed
the adequacy of the disclosures in the consolidated financial statements.

 GRASSI
& CO., CPAs, PC

 We have served as the Company's auditor since 2022.

 Jericho, New York

 March 27,
2024, except for Notes 1, 2 and 17, as to which date is July 23, 2024

 F- 2

 CONSOLIDATED BALANCE SHEETS

 AS OF DECEMBER 31, 2023 AND 2022

 2023

 2022
 (Restated)

 ASSETS

 Current assets

 Cash

 $
 866,943

 $

 Accounts receivable-net

 13,305,254

 6,603,920

 Prepaid and other current assets

 5,000

 5,000

 Total current assets

 14,177,197

 6,828,005

 Property and equipment, net

 34,661

 55,439

 Land

 540,000

 540,000

 Goodwill

 5,666,608

 5,666,608

 Right of use - assets

 289,062

 218,926

 Due from related party

 4,979

 4,979

 Other assets

 33,304

 30,823

 $
 20,745,811

 $

 LIABILITIES, MEZZANINE EQUITY AND DEFICIENCY IN STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable and accrued expense

 $
 2,047,131

 $
 1,915,920

 Accrued expenses - related parties

 4,733,057

 3,750,557

 Accrued interest

 620,963

 350,267

 Right of use - liabilities

 157,669

 142,307

 Due to director and officer

 120,997

 123,192

 Notes payable

 2,136,077

 15,809

 Convertible notes payable, net of debt discounts of $ 24,820 and $ 46,797, respectively

 3,807,030

 3,515,752

 Net liabilities of discontinued operations

 237,643

 151,123

 Total current liabilities

 13,860,567

 9,964,927

 Other liabilities

 Notes payable

 144,666

 139,789

 Operating lease liability – long term

 119,056

 84,871

 14,124,289

 10,189,587

 Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 868,056 shares issued and outstanding at December 31, 2023 and 2022

 3,891,439

 3,125,002

 Redeemable Series R Senior Convertible Preferred Stock - 5,000 shares authorized, $0.001 par value, stated value of $ 1,200, 165 shares issued and outstanding at December 31, 2023 and 2022

 307,980

 274,982

 Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $ 4.00 par value; 375,000 shares issued and outstanding at December 31, 2023 and 2022

 1,690,685

 1,500,000

 Total Mezzanine Equity

 5,890,104

 4,899,984

 Stockholders' equity (deficit)

 Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $ 4.00, 2,139,478 and 2,131,328 shares issued and outstanding at December 31, 2023 and 2022, respectively

 8,537,912

 8,525,312

 Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $ 4.00, 123 shares issued and outstanding at December 31, 2023 and 2022

 Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 155,750 and 150,750 shares issued and outstanding at December 31, 2023 and 2022, respectively

 623,000

 603,000

 Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $ 4.00, 35,752 shares issued and outstanding at December 31, 2023 and 2022

 143,008

 143,008

 Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 14,885,000 issued and outstanding at December 31, 2023 and 2022

 59,540,000

 59,540,000

 Series J Preferred Stock - 2,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 1,713,584 shares issued and outstanding at December 31, 2023 and 2022

 6,854,336

 6,854,336

 Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $ 4.00, 319,493 shares issued and outstanding at December 31, 2023 and 2022

 1,277,972

 1,277,972

 Common Stock; 7,500,000,000 shares authorized, $ 0.001 par value; 24,065 and 10,997 shares issued and outstanding at December 31, 2023 and 2022, respectively

 1,804,799

 824,793

 Additional paid-in capital

 ( 9,365,982
)

 ( 8,581,265
)

 Accumulated deficit

 ( 68,684,115
)

 ( 70,932,435
)

 Total stockholders' equity (deficit)

 731,418

 ( 1,744,791
)

 Total liabilities, mezzanine equity and stockholders' equity

 $
 20,745,811

 $

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 2023

 2022
 (Restated)

 REVENUE

 $

 $

 Total revenue

 COST OF SALES

 Total cost of sales

 GROSS PROFIT

 8,292,642

 6,633,162

 OPERATING EXPENSES

 Depreciation expense

 20,777

 23,132

 Selling, general and administrative

 3,076,820

 2,703,141

 Total operating expenses

 3,097,597

 2,726,273

 INCOME FROM CONTINUING OPERATIONS

 5,195,045

 3,906,889

 OTHER INCOME (EXPENSE)

 Other (expense) income

 ( 49,795
)

 150,250

 Gain on debt refinance and forgiveness

 115,448

 1,397,271

 Penalties and fees

 ( 53,000
)

 ( 2,063,916
)

 Interest expense

 ( 1,956,266
)

 ( 6,387,309
)

 Amortization of debt discounts

 ( 136,518
)

 ( 253,823
)

 Total other expenses

 ( 2,080,131
)

 ( 7,157,527
)

 NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS

 3,114,914

 ( 3,250,638
)

 LOSS FROM DISCONTINUED OPERATIONS

 –

 ( 2,178,883
)

 LOSS FROM DISPOSAL OF DISCONTINUED OPERATIONS

 ( 86,520
)

 –

 LOSS FROM DISCONTINUED OPERATIONS

 ( 86,520
)

 ( 2,178,883
)

 NET INCOME (LOSS) FOR THE YEAR

 $

 $
)

 PREFERRED STOCK DIVIDENDS

 ( 780,074
)

 ( 384,170
)

 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $
 2,248,320

 $
 ( 5,813,691
)

 BASIC EARNINGS (LOSS) PER SHARE

 CONTINUING OPERATIONS

 $

 $
 ( 999
)

 DISCONTINUED OPERATIONS

 $
 ( 6
)

 $
 ( 374
)

 DILUTED EARNINGS (LOSS) PER SHARE

 CONTINUING OPERATIONS

 $

 $
 ( 999
)

 DISCONTINUED OPERATIONS

 $
 ( 6
)

 $
 ( 374
)

 WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC

 14,444

 5,822

 WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED

 15,001

 5,822

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY)

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Preferred Stock Series
 A, K and I

 Preferred Stock Series
 B, E, F-1,J, and L

 Preferred Stock
 Series C

 Treasury Stock

 Balance December 31, 2021 (Restated)

 23,085,563

 $
 59,548,201

 3,595,952

 $
 14,383,808

 $

 ( 619,345
)

 $
 ( 4,967,686
)

 Issuance of series B preferred stock for contribution

 –

 –

 100,000

 –

 –

 –

 –

 Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock

 –

 –

 75,000

 300,000

 –

 –

 –

 –

 Cancellation of common stock

 –

 –

 –

 –

 –

 –

 –

 –

 Cancellation of series D preferred stock

 –

 –

 ( 37,500
)

 ( 150,000
)

 –

 –

 –

 –

 Cancellation of series H preferred stock

 –

 –

 ( 37,500
)

 ( 150,000
)

 –

 –

 –

 –

 Cancellation of series K preferred stock

 ( 8,200,562
)

 ( 8,201
)

 –

 –

 –

 –

 –

 –

 Issuance of series B preferred stock for settlement of employment

 –

 –

 18,750

 75,000

 –

 –

 –

 –

 Issuance of series B preferred stock in exchange for series F

 –

 –

 67,500

 270,000

 –

 –

 –

 –

 Cancellation of series F preferred stock

 –

 –

 ( 175,045
)

 ( 700,180
)

 –

 –

 –

 –

 Issuance of series J preferred stock

 –

 –

 818,750

 3,275,000

 –

 –

 –

 –

 Issuance of common stock for settlement of Red Rock Travel

 –

 –

 –

 –

 –

 –

 –

 –

 Reclassification for cancelled shares

 –

 –

 –

 –

 –

 –

 619,345

 4,967,686

 Accrued preferred stock dividends

 –

 –

 –

 –

 –

 –

 –

 –

 Net loss

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2022 (Restated)

 14,885,001

 $
 59,540,000

 4,350,907

 $
 17,403,628

 $

 –

 $
 –

 Conversion of convertible notes payable

 –

 –

 –

 –

 –

 –

 –

 –

 Accrued preferred stock dividends

 –

 –

 –

 –

 –

 –

 –

 –

 Issuance of series B preferred stock

 –

 –

 8,150

 12,600

 –

 –

 –

 –

 Issuance of series E preferred stock

 –

 –

 5,000

 20,000

 –

 –

 –

 –

 Net income

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2023

 14,885,001

 $
 59,540,000

 4,364,057

 $
 17,436,228

 $

 –

 $
 –

 F- 5

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY) (continued)

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Capital

 Deficit

 Deficit

 Balance December 31, 2021 (Restated)

 2,215

 $
 167,421

 $
 ( 3,479,128
)

 $
 ( 65,166,264
)

 $
 486,840

 Issuance of series B preferred stock for contribution

 –

 –

 ( 75,000
)

 –

 Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock

 –

 –

 –

 –

 300,000

 Cancellation of common stock

 –

 35,097

 ( 35,097
)

 –

 –

 Cancellation of series D preferred stock

 –

 –

 –

 –

 ( 150,000
)

 Cancellation of series H preferred stock

 –

 –

 –

 –

 ( 150,000
)

 Cancellation of series K preferred stock

 –

 –

 8,201

 –

 –

 Issuance of series B preferred stock for settlement of employment

 –

 –

 ( 56,250
)

 –

 18,750

 Issuance of series B preferred stock in exchange for series F

 –

 –

 –

 270,000

 Cancellation of series F preferred stock

 –

 –

 430,180

 –

 ( 270,000
)

 Issuance of series J preferred stock

 –

 –

 –

 –

 3,275,000

 Issuance of common stock for settlement of Red Rock Travel

 8,782

 622,275

 ( 406,485
)

 –

 215,790

 Reclassification for cancelled shares

 –

 –

 ( 4,967,686
)

 –

 –

 Accrued preferred stock dividends

 –

 –

 –

 ( 336,650
)

 ( 336,650
)

 Net loss

 –

 –

 –

)

)

 Balance, December 31, 2022 (Restated)

 10,997

 $
 824,793

 $
 ( 8,581,265
)

 $
 ( 70,932,435
)

 $
 ( 1,744,791
)

 Conversion of convertible notes payable

 13,068

 980,006

 ( 777,117
)

 –

 202,889

 Accrued preferred stock dividends

 –

 –

 –

 ( 780,074
)

 ( 780,074
)

 Issuance of series B preferred stock

 –

 –

 12,400

 –

 Issuance of series E preferred stock

 –

 –

 ( 20,000
)

 –

 –

 Net income

 –

 –

 –

 Balance, December 31, 2023

 24,065

 $
 1,804,799

 $
 ( 9,365,982
)

 $
 ( 68,684,115
)

 $
 731,418

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

2023

Restated

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss) from continuing operations

 $

 $
)

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

 Depreciation

 20,777

 23,132

 Bad debt

 132,281

 –

 Amortization of debt discount

 136,518

 253,823

 Conversion and note issuance cost

 11,250

 –

 Share issuance for service rendered

 –

 Other (income) or loss

 –

 ( 150,250
)

 Goodwill impairment

 –

 2,092,048

 Loss on finance penalties and fees

 –

 2,063,916

 Gain on refinance of debt

 –

 ( 1,397,271
)

 Gain on forgiveness of debt

 ( 115,448
)

 –

 (Increase) decrease in:

 Accounts receivable

 ( 6,833,615
)

 ( 597,521
)

 Right of use - assets

 ( 70,136
)

 64,696

 Prepaids and other current assets

 ( 2,481
)

 8,058

 Increase (decrease) in:

 Accounts payable and accrued expense

 341,261

 750,878

 Due to related party

 –

 36,988

 Accrued officers compensation

 982,500

 873,506

 Accrued interest

 486,165

 379,428

 Right of use - liabilities

 49,547

 ( 71,371
)

 Net cash used in operating activities

 ( 1,807,987
)

 ( 1,099,461
)

 Net cash used in Discontinued Operations – Operating

 86,520

 ( 51,216
)

 Net cash used in operating activities

 ( 1,721,467
)

 ( 1,150,677
)

 FINANCING ACTIVITIES

 Repayments to directors and officers

 ( 2,195
)

 ( 3,573
)

 Proceeds from convertible notes payable

 421,375

 879,083

 Repayment of SBA loans

 –

 ( 3,068
)

 Proceeds from line of credit

 2,164,438

 –

 Repayment of line of credit

 ( 39,293
)

 –

 Repayment to convertible notes payable

 ( 175,000
)

 ( 5,908
)

 Dividend on preferred stock

 –

 ( 102,740
)

 Issuance of preferred stock

 –

 Net cash provided by financing activities

 2,369,325

 788,794

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 647,858

 ( 361,883
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 580,968

 CASH AND CASH EQUIVALENTS, END OF YEAR

 $
 866,943

 $

 SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid during the year for Interest

 $
 239,296

 $
 –

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Common stock issued upon conversion of notes payable

 $
 199,889

 $
 –

 Preferred stock issued for business acquisition

 $
 –

 $
 3,275,000

 Preferred stock issued upon exchange of defaulted convertible notes payable

 $
 –

 $
 1,500,000

 F- 7

 1.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Organization and Nature of Operations

 Cardiff Lexington Corporation ("Cardiff")
was originally incorporated on September 3, 1986 in Colorado as Cardiff International Inc. On November 10, 2005, Cardiff merged with Legacy
Card Company, LLC and changed its name to Cardiff Lexington Corporation. On August 27, 2014, Cardiff redomiciled and became a corporation
under the laws of Florida. On April 13, 2021, Cardiff redomiciled and became a corporation under the laws of Nevada.

 Cardiff is an acquisition holding company focused
on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership
to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for stockholders.
All of Cardiff's operations are conducted through, and its income derived from, its various subsidiaries, which includes:

 We Three, LLC dba Affordable Housing Initiative ("AHI"), which was acquired on May 15, 2014
and sold on October 31, 2022;

 Edge View Properties, Inc. ("Edge View"), which was acquired on July 16, 2014;

 Platinum Tax Defenders ("Platinum Tax"), which was acquired on July 31, 2018 and sold on November
10, 2023; and

 Nova Ortho and Spine, LLC ("Nova"), which was acquired on May 31, 2021.

 Principles of Consolidation

 The consolidated financial statements include
the accounts of Cardiff and its wholly owned subsidiaries, AHI, Edge View, Platinum Tax and Nova (collectively, the "Company").
Subsidiaries shown as discontinued operations include AHI and Platinum Tax. All significant intercompany accounts and transactions are
eliminated in consolidation. Subsidiaries discontinued are shown as discontinued operations.

 Reverse Stock Split

 On January 9, 2024, the Company effected a 1-for-75,000
reverse split of its outstanding common stock. All outstanding shares of common stock and warrant to purchase common stock were adjusted
to reflect the 1-for-75,000 reverse split, with respective exercise prices of the warrants proportionately increased. The conversion prices
of the outstanding convertible notes and certain series of preferred stock were adjusted to reflect a proportional decrease in the number
of shares of common stock to be issued upon conversion.

 All share and per share data throughout these
consolidated financial statements have been retroactively adjusted to reflect the reverse stock split. The total number of authorized
shares of common stock did not change. As a result of the reverse stock split, an amount equal to the decreased value of the common stock
was reclassified from "common stock" to "additional paid-in capital."

 F- 8

 Use of Estimates

 The preparation of financial statements in conformity
with United States generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Management uses its historical records and knowledge of its business in making estimates.
Accordingly, actual results could differ from those estimates.

 Accounts Receivable

 In the normal course of business, the Company
is in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated by a letter of protection
which insulates the Company and insures payment in full from insurance settlements. A letter of protection is a legally binding contract
between the patient (i.e., the Company's customer), the patient's law firm and the Company, as a medical provider. It serves
as a critical legal agreement between an experienced personal injury attorney and the Company, as a medical provider, allowing an injured
victim to receive vital medical treatment needed after an accident without paying exorbitant out-of-pocket medical expenses prior to
settlement. For medical professionals, letters of protection provide guaranteed payment out of settlement proceeds for services rendered
as the provider does not have to attempt collection from an uninsured or underinsured injured patient. The medical provider knows that
payment will come directly from the law firm out of the settlement. This legally binding contract offers crucial protection when someone
is hurt due to another party's negligence but lacks sufficient health insurance or faces denial of claim payments from insurance
companies. Medical bills may not be paid for six months to two or more years until case resolution. Providers must be willing to wait
for payment. Some complex cases settle in increments over several years instead of one lump payment at the end. A letter of protection
enables injured clients to obtain essential care, avoid collections, restore their credit, and focus wholly on recovery. Attorneys utilize
letters of protection to construct stronger injury claims, while medical professionals gain guaranteed payment out of settlement proceeds
even if treatment is lengthy or ongoing.

 In a personal injury case, the at-fault party
is responsible for paying the medical bills of the injured person. However, insurance companies will often refuse to pay these medical
expenses until liability has been determined. This can leave an injured person unable to get the medical treatment needed, especially
if they do not have health insurance. A letter of protection allows an accident victim to receive medical care while the personal injury
case is being resolved. An attorney sends a letter of protection to the Company, as a medical provider, on behalf of the client patient.
This letter states that the attorney is responsible for paying the client's medical bills when the case is fully developed and
settles. The medical professional agrees to provide treatment to the injured person and refrain from attempting to collect payment as
it is developing and until the case is resolved. Once the personal injury case is finalized with the insurance company, the attorney
pays the outstanding medical bills from the settlement. The letter of protection is fulfilled. If no settlement is reached with the defendant's
insurance company and the plaintiff (the patient) loses the case at trial, or the case is abandoned, then the Company will not be able
to collect on its letter of protection and its receivable will not be collected. In the case of a partial settlement or award at trial,
the Company might only be able to collect a portion of its receivable.

 The Company has a 99% collection rate based on
net settlements recorded to its accounts receivable and revenue. Collection rates are estimated considering the Company's 48-month
historical collections with primary emphasis to the most current prior 12-month trailing payment and collection percentage rates. The
method the Company uses to measure expected credit losses is the loss rate method, and in addition the Company qualitatively evaluates
on an ongoing basis various factors, which include market conditions in which the Company operates, and the status of claims being settled.
The Company has established billing rates, which are not the same as actual amounts recovered. These rates generally do not
reflect what is ultimately paid by the customer, insurance carriers, law firms and other payors, which is typically received eighteen
to twenty-four months later, and are not reported in the consolidated financial statements at those established billing rates. The
Company's customers, its patients, typically pay amounts based on established charges per procedure with guidance from the annually
updated Current Procedural Terminology ("CPT") guidelines (a code set maintained by the American Medical Association through
the CPT Editorial Panel), that designates relative value units and a suggested range of charges for each procedure which is then assigned
a CPT code. This fee is discounted to reflect the percentage paid to the Company "using a modifier" recognized by each insurance
carrier for services, less deductible, co-pay, and contractual adjustments which are deducted from the calculated fee. The net revenue
is recorded at the time the services are rendered. Collection of that revenue typically occurs eighteen to twenty-four months later and
after the patient claim develops and settles. Historical collection rates are estimated using the most current prior 12-month historical
payment and collection percentages.

 F- 9

 The Company had adopted ASU 2016-13,
"Financial Instruments – Credit Losses." In accordance with this standard, the Company recognizes an allowance for
credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This
allowance is based on the credit losses expected to arise over the life of the asset and are based on current expected credit
losses. Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management
closely monitors outstanding accounts receivable and recognized an additional allowance for credit losses in the amount of $ 122,190 and
$ 0 as of December 31, 2023 and
2022, respectively. As of December 31, 2023 and 2022, the Company had net accounts receivable of $ 13,305,254 and
$ 6,603,920, respectively. Accounts
receivables are primarily generated from its healthcare subsidiary in its normal course of business.

 The Company calculates a forward-looking collectability
rate which it then applies to its gross billings. The amount recorded in accounts receivables approximates the amount expected to actually
be collected. The allowance for credit losses represents any adjustments deemed necessary to the collectability rate based upon an annual
review of both actual collections, as well as any changes in industry billing and collection, and/or legal practices. The following table
is the rollforward of allowance for credit losses.

 Schedule of credit losses

 Beginning Balance January 1, 2023

 $
 –

 Current period provision

 (270,000
)

 Write off charged against allowance

 147,810

 Balance at December 31, 2023

 $
 (122,190
)

 Property and Equipment

 Property and equipment are carried at cost. Expenditures
for renewals and betterments that extend the useful lives of property, equipment or leasehold improvements are capitalized. Expenditures
for maintenance and repairs are charged to expense as incurred. Depreciation is calculated using the straight-line method for financial
reporting purposes based on the following estimated useful lives:

 Schedule of estimated useful lives

 Classification

 Useful Life

 Equipment, furniture, and fixtures

 5 - 7 years

 Medical equipment

 10 years

 Leasehold improvements

 10 years or lease term, if shorter

 Goodwill and Other Intangible Assets

 Goodwill and indefinite-lived assets are not amortized
but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company's impairment testing
of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The Company reviews goodwill for impairment
on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be
recoverable. Goodwill is tested first for impairment based on qualitative factors on an annual basis or in between if an event occurs
or circumstances change that indicate the fair value may be below its carrying amount, otherwise known as a 'triggering event'.
An assessment is made of these qualitative factors as such to determine whether it is more likely than not the fair value is less than
the carry amount, including goodwill. The annual evaluation for impairment of indefinite-lived intangibles and, if then needed after the
first step, Goodwill, is based on valuation models that incorporate assumptions and internal projections of expected future cash flows
and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants.
For the year ended December 31, 2023, the Company determined there to be no impairment. For the year ended December 31, 2022, the Company
recognized goodwill impairment in the amount of $ 2,092,048 in its former financial services segment, which is now reflected in discontinued
operations. The Company based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value
and other factors.

 F- 10

 Valuation of Long-lived Assets

 In accordance with the provisions of Accounting
Standards Codification ("ASC") Topic 360-10-5, "Impairment or Disposal of Long-Lived Assets", all long-lived assets
such as plant and equipment and construction in progress held and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
evaluated by a comparison of the carrying amount of assets to estimated cash flows expected to be generated by the assets. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.

 Revenue Recognition

 The Company's primary source of revenue
is its healthcare subsidiary, which records revenues from providing licensed and/or certified orthopedic procedures. Revenue is recognized
at a point in time in accordance with ASC 606. The Company's healthcare subsidiary does not have contract liabilities or deferred
revenue as there are no amounts prepaid for services. The Company applies the following five-step ASC 606 model to determine revenue recognition:

 Identification of a contract with a customer

 Identification of the performance obligations in the contact

 Determination of the transaction price

 Allocation of the transaction price to the separate performance obligations

 Recognition of revenue when performance obligations are satisfied.

 The Company applies the five-step model when it
is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers
to the customer. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses services
promised within each contract and determines those that are a performance obligation and assesses whether each promised service is distinct.

 The Company's contracts for both its contract
and service fees each contain a single performance obligation (providing orthopedic services), as the promise to transfer the individual
services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction
price is allocated to this single performance obligation.

 Accordingly, the Company recognizes revenues (net)
when the patient receives orthopedic care services. The Company's patient service contracts generally have performance obligations
which are satisfied at a point in time. The performance obligation is for onsite or off-site care provided. Patient service contracts
are generally fixed-price, and the transaction price is in the contract. Revenue is recognized when obligations under the terms of the
contract with our patients are satisfied; generally, at the time of patient care.

 F- 11

 Established billing rates are not the same
as actual amounts recovered for the Company's healthcare subsidiary. They generally do not reflect what the Company is
ultimately paid by the customer, insurance carriers and other payors, and therefore are not reported in the consolidated financial
statements at that rate. The Company is typically paid amounts based on established charges
per procedure with guidance from the annually updated CPT guidelines that designates relative value units and a suggested range of charges
for each procedure which is then assigned a CPT code.

 This fee is discounted to reflect the percentage
paid to the Company "using a modifier" recognized by each insurance carrier for services, less deductible, co-pay, and contractual
adjustments which are deducted from the calculated fee. The net revenue is recorded at the time the services are rendered.

 Contract Fees (Non-PIP)

 The Company has contract fees for amounts earned
from its Non-Personal Injury Protection ("PIP") related procedures, typically car accidents, and are collected on a contingency
basis. Historically, these cases were sold to a factor who bears the risk of economic benefit or loss. After selling patient cases to
the factor, any additional funds collected by the Company were remitted to the factor.

 Service Fees – Net (PIP)

 The Company generates services fees from performing
various procedures on the date the services are performed. These services primarily include slip and falls as well as smaller nominal
Non-PIP services. Fees are collected primarily from third party insurance providers. These revenues are based on established insurance
billing rates, less allowances for contractual adjustments and uncollectible amounts. These contractual adjustments vary by insurance
company and self-pay patients. The Company computes these contractual adjustments and collection allowances based on its historical collection
experience.

 Completing the paperwork for each case and preparing
it for billing takes approximately ten business days after a procedure is performed. The majority of claims are then filed electronically
except for those remaining insurance carriers requiring paper filing. An initial response is usually received within four weeks from electronic
filing and up to six weeks from paper filing. Responses may be a payment, a denial, or a request for additional information.

 The Company's healthcare revenues are generated
from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company
is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically
the Company receives 49% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as
49% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection
percentages.

 Historically through April 2023, the Company's
healthcare subsidiary has had contractual medical receivable sales and purchase agreements with third party factors which result in approximately
54% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments
considering the actual factored amounts per patient on a quarterly interval, and the reductions from accounts receivable that were factored
were recorded in finance charges as other expenses on the consolidated statement of operations.

 F- 12

 Advertising Costs

 Advertising costs are expensed as incurred. Advertising
costs are included as a component of cost of sales in the consolidated statements of operations and changes in stockholders' equity.
The Company recognized advertising and marketing expense of $ 126,670 and $ 233,798 for the years ended December 31, 2023 and 2022, respectively.

 Fair Value Measurements

 Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment
associated with the inputs used to measure their fair value. The fair value hierarchy distinguishes between (1) market participant assumptions
developed based on market data obtained from independent sources (observable inputs), and (2) an entity's own assumptions about
market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair
value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy
are described below:

 Level 1

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

 Level 2

 Inputs,
other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at
the measurement date.

 Level 3

 Unobservable
inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement
date.

 Distinguishing Liabilities from Equity

 The Company accounts for its series N senior convertible
preferred stock, series R convertible preferred stock, and series X senior convertible preferred stock subject to possible redemption
in accordance with ASC 480, "Distinguishing Liabilities from Equity". Conditionally redeemable preferred shares are classified
as temporary equity within the Company's consolidated balance sheet.

 Stock-Based Compensation

 The Company accounts for its stock-based compensation
in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of
the fair value recognition provisions of section 718-10-30 of the FASB ASC. Pursuant to paragraph 718-10-30-6 of the FASB ASC, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

 The measurement date used to determine the fair
value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable
that performance will occur.

 F- 13

 Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on
the awards' grant date, based on estimated number of awards that are ultimately expected to vest.

 The expense resulting from share-based payments
is recorded in general and administrative expense in the consolidated statements of operations.

 Income Taxes

 Income taxes are determined in accordance with
ASC Topic 740, "Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date.

 ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.

 For the years ended December 31, 2023 and 2022,
the Company did not have any interest and penalties associated with tax positions and did no t have any significant unrecognized uncertain
tax positions.

 Income (Loss) per Share

 FASB ASC Subtopic 260, Earnings Per Share,
provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common share is computed
by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares
of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been
outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options,
warrants, and debts convertible into common stock. The dilutive effect of stock options and warrants are reflected in diluted earnings
per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of
the Company's common stock can result in a greater dilutive effect from potentially dilutive securities. The diluted effect of debt
convertibles is reflected utilizing the if converted method.

 Going Concern

 The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The Company had previously sustained operating losses since its inception,
has an accumulated deficit of $ 68,684,115 and $ 70,932,435, respectively, as of December 31, 2023 and 2022. We had negative cash flow from
operations of $ 1,807,987 and $ 1,099,461 during the years ended December 31, 2023 and 2022. These factors raise a substantial doubt about
the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not reflect any adjustments
relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might
result if the Company is unable to continue as a going concern.

 F- 14

 The ability of the Company to continue as a going
concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. Management
has prospective investors and believes the raising of capital will allow the Company to fund its cash flow shortfalls and pursue new acquisitions.
There can be no assurance that the Company will be able to obtain sufficient capital from debt or equity transactions or from operations
in the necessary time frame or on terms acceptable to it. Should the Company be unable to raise sufficient funds, it may be required to
curtail its operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that the Company
will be able to operate profitably on a consistent basis, or at all, in the future. Should the Company not be able to raise sufficient
funds, it may cause cessation of operations.

 Recent Accounting Standards

 The FASB issued ASU 2023-07 on November
27, 2023. The amendments "improve reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses." In addition, the amendments enhance interim disclosure requirements, clarify circumstances in
which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities
with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable
"investors to better understand an entity's overall performance" and assess "potential future cash
flows." The Management is evaluating the impact of ASU 2023-07 on the consolidated financial statements and does not expect
there to be any changes or impact to the financial statements.

 2.
 RESTATEMENT AND REVISION OF FINANCIAL STATEMENTS

 Restatement of Previously Issued Financial Statements

 During a review of the year ended December 31,
2023 financial statements, the Company identified and corrected its classification of bad debt expense in its consolidated statements
of cash flows. Bad debt expense was previously included as part of the change in accounts receivable in the consolidated statements of
cash flows. Bad debt expense is now disclosed as a separate line on the consolidated statements of cash flows.

 During the preparation of the year ended December
31, 2023 financial statements, the Company identified and corrected its classification and accounting treatment for its series R convertible
preferred stock and the related dividend accrual in its balance sheet as of December 31, 2022 and 2021. Pursuant to ASC 250, "Accounting
changes and error corrections" issued by FASB and SAB 99 "Materiality" issued by Securities and Exchange Commission,
the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a $198,000 increase
to the mezzanine equity and offsetting decrease to the series R convertible preferred stock and subject to possible redemption mezzanine
equity line item on the consolidated balance sheet as of December 31, 2021. In addition, the impact of the unpaid dividend accrual is
reflected in $29,462 and $47,520 increase to mezzanine equity and offsetting decrease to the accumulated deficits as of December 31, 2022
and 2021, respectively. The impact of the error correction is also reflected in $29,462 and $47,520 increase of preferred share dividends
and $28 and $5 decrease of earnings (loss) per share on the consolidated statement of operations for the years ended December 31, 2022
and 2021, respectively.

 The following table summarizes the impacts of
the error corrections on the Company's financial statements for each of the periods presented below:

 i. Consolidated balance sheet

 Schedule of restated financial information

 December 31, 2021

 $
 15,297,039

 $
 –

 $
 15,297,039

 11,439,675

 –

 11,439,675

 3,125,004

 245,520

 3,370,524

 $
 732,360

 $
 ( 245,520
)

 $
 486,840

 F- 15

 December 31, 2022

 $

 $
 –

 $

 10,189,585

 –

 10,189,585

 4,625,002

 274,982

 4,899,984

 $
 ( 1,469,809
)

 $
 ( 274,982
)

 $
 ( 1,744,791
)

 March 31, 2023

 $
 14,284,585

 $
 –

 $
 14,284,585

 10,745,097

 –

 10,745,097

 5,171,861

 283,118

 5,454,979

 $
 ( 1,632,373
)

 $
 ( 283,118
)

 $
 ( 1,915,491
)

 June 30, 2023

 $
 16,053,519

 $
 –

 $
 16,053,519

 11,672,952

 –

 11,672,952

 5,297,605

 291,345

 5,588,950

 $
 ( 917,038
)

 $
 ( 291,345
)

 $
 ( 1,208,383
)

 F- 16

 September 30, 2023

 $
 18,518,727

 $
 –

 $
 18,518,727

 12,102,942

 –

 12,102,942

 5,440,434

 299,662

 5,740,096

 $
 975,351

 $
 ( 299,662
)

 $
 675,689

 ii. Consolidated statement of operations

 Year ended December 31, 2021

 Net income for the year

 $
 666,293

 $
 –

 $
 666,293

 $
 ( 201,782
)

 $
 ( 47,520
)

 $
 ( 249,302
)

 $
 464,511

 $
 ( 47,520
)

 $
 416,991

 Basic and diluted earnings (loss) per share for continuing operations

 $

 $
 ( 28
)

 $

 Year ended December 31, 2022

 Net loss for the year

 $
)

 $
 –

 $
)

 $
 ( 307,188
)

 $
 ( 76,982
)

 $
 ( 384,170
)

 Net loss attributable to common shareholders

 $
 ( 5,736,709
)

 $
 ( 76,982
)

 $
 ( 5,813,691
)

 Basic and diluted earnings (loss) per share for continuing operations

 $
 ( 994
)

 $
 ( 5
)

 $
 ( 999
)

 F- 17

 Three months ended March 31, 2023

 Net loss for the period

 $
 ( 15,991
)

 $
 –

 $
 ( 15,991
)

 $
 ( 336,811
)

 $
 ( 8,136
)

 $
 ( 344,947
)

 Net loss attributable to common shareholders

 $
 ( 352,802
)

 $
 ( 8,136
)

 $
 ( 360,938
)

 Basic and diluted earnings (loss) per share for continuing operations

 $
 ( 30
)

 $
 ( 1
)

 $
 ( 31
)

 Three months ended June 30, 2023

 Net income for the period

 $
 816,078

 $
 –

 $
 816,078

 $
 ( 125,744
)

 $
 ( 8,227
)

 $
 ( 133,971
)

 $
 690,334

 $
 ( 8,227
)

 $
 682,107

 Basic earnings per share for continuing operations

 $

 $
 ( 1
)

 $

 Diluted earnings per share for continuing operations

 $
 ( 21
)

 $

 $

 Six months ended June 30, 2023

 Net income for the period

 $
 800,087

 $
 –

 $
 800,087

 $
 ( 462,555
)

 $
 ( 16,363
)

 $
 ( 478,918
)

 $
 337,532

 $
 ( 16,363
)

 $
 321,169

 Basic earnings per share for continuing operations

 $

 $
 ( 1
)

 $

 Diluted earnings per share for continuing operations

 $
 ( 16
)

 $

 $

 F- 18

 Three months ended September 30, 2023

 Net income for the period

 $
 1,981,520

 $
 –

 $
 1,981,520

 $
 ( 142,829
)

 $
 ( 8,317
)

 $
 ( 151,146
)

 $
 1,838,691

 $
 ( 8,317
)

 $
 1,830,374

 Basic earnings per share for continuing operations

 $

 $
 ( 1
)

 $

 Diluted earnings per share for continuing operations

 $

 $

 $

 Nine months ended September 30, 2023

 Net income for the year

 $
 2,781,608

 $
 –

 $
 2,781,608

 $
 ( 605,384
)

 $
 ( 24,681
)

 $
 ( 630,065
)

 $
 2,176,224

 $
 ( 24,681
)

 $
 2,151,543

 Basic earnings per share for continuing operations

 $

 $
 ( 2
)

 $

 Diluted earnings per share for continuing operations

 $

 $

 $

 Revision of Financial Statements

 During the preparation of the financial statements
for the year ended December 31, 2023, the Company found that the results of the settlement agreement with Red Rock Travel Group ("Red
Rock") were incorrectly reflected on the consolidated statement of stockholders' equity (deficiency) as of December 31, 2022.
The Company determined that these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement
was necessary. The revisions discussed below were made to the December 31, 2022 balance sheet and statement of stockholders' equity
(deficiency).

 As a result of the settlement agreement with Red
Rock on July 29, 2022, the Company reduced 35,000,000 shares of common shares on the consolidated financial statements as of December
31, 2022. The certificate of the common stock for 35,000,000 shares (0.047 shares after 10,000:1 and 75,000:1 reverse split) which were
originally issued on February 24, 2020 was returned as part of the 2022 agreement with Red Rock and 0.047 common shares were cancelled,
which were equivalent to 35,000,000 shares before the 10,000:1 and 75,000:1 reverse split on May 12, 2020 and January 9, 2024, respectively.
Consequently, the December 31, 2022 financial statements as originally reported were understated by 34,996,500 common shares. The impact
of the correction is reflected in the $35,097 increase to common stock and decrease the same amount to additional paid-in-capital on the
consolidated statement of stockholders' equity. The adjustment had no impact on earnings per share for any 2022 period.

 F- 19

 On July 31, 2018, the Company issued 8,200,562
shares of series K preferred stock to the prior owners of Red Rock for the consideration of the acquisition of Red Rock. The acquisition
was not completed, and Red Rock returned the 8,200,562 shares of series K preferred stock during the year ended December 31, 2018. A total
of 8,200,562 shares of series K preferred stock were cancelled. The impact of the correction is reflected in the $8,201 decrease to series
K preferred stock and increase the same amount to additional paid-in-capital on the consolidated statement of stockholders' equity
(deficiency).

 3.
 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Schedule of accounts payable and accrued expenses

 2023

 2022

 Accounts payable

 $
 720,774

 $
 342,331

 Accrued credit cards

 26,645

 6,994

 Accrued liability for collections of previously factored receivables

 1,247,772

 776,414

 Accrued property taxes

 5,346

 6,732

 Accrued professional fees

 29,122

 573,040

 Accrued payroll

 17,472

 –

 Accrue expense - other

 –

 Accrued expense - dividend payable

 –

 210,046

 Total

 $
 2,047,131

 $
 1,915,920

 The Company is delinquent paying certain property
taxes. As of December 31, 2023 and 2022, the balance for these property taxes, was $ 5,346 and $ 6,732, respectively.

 4.
 PLANT AND EQUIPMENT, NET

 Property and equipment as of December 31, 2023
and 2022 is as follows:

 Schedule of property and equipment

 2023

 2022

 Medical equipment

 $
 96,532

 $
 96,532

 Computer Equipment

 9,189

 9,189

 Furniture, fixtures and equipment

 15,079

 20,212

 Leasehold Improvement

 15,950

 15,950

 Total

 136,750

 141,883

 Less: accumulated depreciation

 ( 102,089
)

 ( 86,444
)

 Property and equipment, net

 $
 34,661

 $
 55,439

 For the years ended December 31, 2023 and 2022,
depreciation expense was $ 20,777 and $ 23,132, respectively.

 F- 20

 5.
 LAND

 As of December 31, 2023 and 2022, the Company
had 27 acres of land of approximately $ 540,000. The land is currently vacant and is expected to be developed into a residential community.

 6.
 RELATED PARTY TRANSACTIONS

 In connection with the acquisition of Edge View
on July 16, 2014, the Company assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand
and do not bear interest. The balance of these amounts are $ 4,979 due from the previous owners as of December 31, 2023 and 2022.

 The Company obtained short-term advances from
the Chairman of the Board that are non-interest bearing and due on demand. As of December 31, 2023 and 2022, the Company owed the Chairman
$ 120,997 and $ 123,192, respectively.

 See also Note 8 and the disclosure regarding Note
41.

 See also Note 13 for compensation paid to employees
of the Company.

 7.
 NOTES AND LOANS PAYABLE

 Notes payable at December 31, 2023 and 2022,
respectively, are summarized as follows:

 Schedule of notes payable

 2023

 2022

 Notes and loans payable

 $
 2,280,743

 $
 155,598

 Less current portion

 ( 2,136,077
)

 ( 15,809
)

 Long-term portion

 $
 144,666

 $
 139,789

 Long-term debt matures as follows:

 Schedule of maturities of long-term debt

 2024

 $
 2,136,077

 2025

 4,989

 2026

 4,989

 2027

 4,989

 2028

 4,989

 Thereafter

 124,710

 Total

 $
 2,280,743

 F- 21

 Loans and Notes Payable – Unrelated Party

 On March 12, 2009, the Company issued a debenture
in the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the
debenture was $ 10,989 at December 31, 2023 and 2022. The accrued interest of the debenture was $ 7,547 and $ 6,229 at December 31, 2023
and 2022, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on
this debenture.

 Small Business Administration ("SBA")
Loans

 On June 2, 2020, the Company obtained an SBA loan
in the principal amount of $ 150,000 with an interest rate of 3.75 % and a maturity date of June 2, 2050. The principal balance and accrued
interest at December 31, 2023 was $ 149,655 and $ 956, respectively, and principal and accrued interest at December 31, 2022 was $ 144,609
and $ 5,723, respectively.

 Line of Credit

 On September 29, 2023, the Company and Nova
entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell, with recourse, Nova's
accounts receivables for a revolving financing up to a maximum advance amount of $ 4.5
million. As of December 31, 2023, the Company had $ 2,120,100
outstanding balance against the revolving receivable line of credit. The revolving purchase and security agreement includes
discounts recorded as interest expense on each funding and matures on September
29, 2025.

 8.
 CONVERTIBLE NOTES PAYABLE

 As of December 31, 2023 and 2022, the Company
had convertible debt outstanding net of amortized debt discount of $ 3,807,030 and $ 3,515,752, respectively. During the year ending December
31, 2023, the Company received net proceeds of $ 421,375 from convertible notes, repaid $ 175,000 and wrote off $ 12,406 to convertible noteholders.
During the year ending December 31, 2022, the Company received proceeds of $ 1,490,706 from convertible notes and repaid $ 5,908 to convertible
noteholders. There are debt discounts associated with the convertible debt of $ 24,820 and $ 46,797 at December 31, 2023 and 2022, respectively.
For the years ended December 31, 2023 and 2022, the Company recorded amortization of debt discounts of $ 136,518 and $ 253,823, respectively.

 During the year ended December 31, 2023, the Company
converted $ 87,460 of convertible debt, $ 112,429 in accrued interest and $ 3,000 in conversion cost into 13,068 shares of the Company's
common stock. The Company recognized $ 777,217 of additional paid-in capital to adjust fair value for the debt settlement during the year
ended December 31, 2023. The Company had no convertible debt conversions during the year ended December 31, 2022.

 On September 22, 2022, the Company entered into
a security exchange and purchase agreement with its largest lender to consolidate all promissory notes held by them and related accrued
interest in exchange for (1) one consolidated senior secured convertible promissory note ("New Promissory Note") in the amount
of $ 2,600,000 and (2) 375,000 shares of series X senior convertible preferred stock totaling $ 1,500,000 with a par value of $0.001, stated
value of $4.00, convertible into common shares at a 1:1 conversion rate, non-dilutive and non-voting shares. Prior to conversion, all
promissory notes with this lender totaled to $ 4,791,099 consisting of principal of $ 3,840,448 and accrued interest of $ 950,651 resulting
in a gain on debt consolidation of $ 1,397,271.

 F- 22

 Convertible notes as of December 31, 2023 and
2022 are summarized as follows:

 Schedule of convertible notes

 2023

 2022

 Convertible notes payable

 $
 3,831,850

 $
 3,562,550

 Discounts on convertible notes payable

 ( 24,820
)

 ( 46,797
)

 Total convertible debt less debt discount

 3,807,030

 3,515,752

 Current portion

 3,807,030

 3,515,752

 Long-term portion

 $
 –

 $
 –

 The following is a schedule of convertible notes
payable as of and for the year ended December 31, 2023.

 Schedule of convertible notes
payable

 Note #

 Issuance

 Maturity

 Principal
 Balance 12/31/22

 New
 Loan

 Principal
 Conversions

 Cash Paydown

 Shares Issued
 Upon Conversion

 Principal
 Balance 12/31/23

 Accrued
 Interest on Convertible Debt at 12/31/22

 Interest
 Expense On Convertible Debt For the Period Ended 12/31/23

 Accrued
 Interest on Convertible Debt at 12/31/23

 Unamortized
 Debt Discount At 12/31/23

 7-1

 10/28/2016

 10/28/2017

 10,000

 $

 –

 $

 ( 10,000

)

 $

 –

 $

 –

 $

 2,263

 $

 –

 $

 –

 $

 –

 09/12/2016

 09/12/2017

 50,080

 –

 –

 –

 1,672

 50,080

 14,157

 9,181

 5,581

 –

 01/24/2017

 01/24/2018

 55,000

 –

 –

 –

 –

 55,000

 69,876

 11,000

 80,875

 –

 10-1

 02/10/2023

 02/10/2024

 –

 50,000

 –

 –

 –

 50,000

 –

 6,658

 6,658

 –

 10-2

 03/30/2023

 03/30/2024

 –

 –

 –

 –

 –

 2,836

 2,836

 –

 10-3

 08/11/2023

 08/11/2024

 –

 –

 –

 –

 –

 1,469

 1,469

 –

 29-2

 11/08/2019

 11/08/2020

 36,604

 –

 –

 –

 2,867

 36,604

 20,160

 2,849

 10,109

 –

 08/28/2019

 08/28/2020

 –

 –

 –

 –

 –

 –

 8,385

 –

 8,385

 –

 37-1

 09/03/2020

 06/30/2021

 113,667

 –

 –

 –

 –

 113,667

 28,756

 19,507

 64,929

 –

 37-2

 11/02/2020

 08/31/2021

 113,167

 –

 –

 –

 –

 113,167

 27,510

 19,417

 63,594

 –

 37-3

 12/29/2020

 09/30/2021

 113,166

 –

 –

 –

 –

 113,166

 26,474

 19,417

 62,558

 –

 02/09/2021

 02/09/2022

 96,000

 –

 ( 77,460

)

 ( 18,540

)

 2,950

 –

 27,939

 7,242

 –

 –

 04/26/2021

 04/26/2022

 168,866

 –

 –

 ( 168,866

)

 –

 –

 39,684

 27,787

 –

 –

 40-1

 09/22/2022

 2,600,000

 –

 –

 –

 5,267

 2,600,000

 71,233

 261,333

 252,665

 –

 40-2

 11/04/2022

 68,666

 –

 –

 –

 –

 1,072

 6,867

 7,939

 –

 40-3

 11/28/2022

 –

 –

 –

 –

 6,886

 7,506

 –

 40-4

 12/21/2022

 –

 –

 –

 –

 6,867

 7,054

 –

 40-5

 01/24/2023

 03/21/2024

 –

 90,166

 –

 –

 –

 90,166

 –

 8,284

 8,284

 –

 40-6

 03/21/2023

 –

 –

 –

 –

 –

 10,671

 10,671

 –

 40-7

 06/05/2023

 06/05/2024

 –

 –

 –

 –

 –

 7,826

 7,826

 15,671

 40-8

 06/13/2023

 06/13/2024

 –

 21,167

 –

 –

 –

 21,167

 –

 1,127

 1,127

 2,321

 40-9

 07/19/2023

 07/19/2024

 –

 35,500

 –

 –

 –

 35,500

 –

 1,605

 1,605

 4,863

 40-10

 07/24/2023

 07/24/2024

 –

 14,000

 –

 –

 –

 14,000

 –

 1,965

 08/25/2023

 08/25/2024

 –

 5,000

 –

 –

 –

 5,000

 –

 –

 3,562,550

 $

 544,165

 $

 ( 87,460

)

 $

 ( 187,406

)

 13,068

 $

 3,831,850

 $

 338,316

 $

 439,618

 $

 612,460

 $

 24,820

 F- 23

 Note 7-1

 On October 28, 2016, the Company issued a convertible
promissory note in the principal amount of $50,000, which matured on October 28, 2017. Note 7-1 was fully converted into common shares
and there was no outstanding balance as of December 31, 2023.

 Note 9

 On September 12, 2016, the Company issued a convertible
promissory note in the principal of $80,000 for services rendered, which matured on September 12, 2017. Note 9 is currently in default
and accrues at a default interest rate of 20% per annum.

 Note 10, 10-1, 10-2 and 10-3

 On January 24, 2017, the Company issued a convertible
promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. Note 10 is currently in default
and accrues interest at a default interest rate of 20% per annum. On February 10, 2023, the Company executed a second tranche under this
note in the principal amount of $50,000 (Note 10-1). On March 30, 2023, the Company executed a third tranche under this note in the principal
amount of $25,000 (Note 10-2). On August 11, 2023, the Company executed a fourth tranche under this note in the principal amount of $25,000
(Note 10-3). Notes 10-1, 10-2 and 10-3 accrue interest at a rate of 15% per annum.

 Note 29-2

 On May 10, 2019, the Company issued a convertible
promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated
party. The amount assigned was the existing principal amount of $150,000 and accrued interest of $5,918, which was issued as Note 29-1,
plus a new convertible promissory note in the principal amount of $62,367, which was issued as Note 29-2. Note 29-2 is currently in default
and accrues interest at a default interest rate of 24% per annum.

 Note 31

 On August 28, 2019, the Company issued a convertible
promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest
at a default interest rate of 24% per annum. There was no outstanding principal balance as of December 31, 2023.

 Notes 37-1, 37-2 and 37-3

 On September 3, 2020, the Company issued a convertible
promissory note in the principal amount of $200,000, with an original issue discount of $50,000, which could be drawn in several tranches.
On September 3, 2020, the Company executed the first tranche in the principal amount of $67,000, less an original issue discount of $17,000,
which matured on June 30, 2021 (Note 37-1). On November 2, 2020, the Company executed the second tranche in the principal amount of $66,500,
less an original issue discount of $16,500, which matured on August 31, 2021 (Note 37-2). On December 29, 2020, the Company executed the
third tranche in the principal amount of $66,500, less an original issue discount of $16,500, which matured on September 30, 2021 (Note
37-3). Notes 37-1, 37-2 and 27-3 are currently in default and accrue interest at a default interest rate of 18% per annum.

 F- 24

 Note 38

 On February 9, 2021, the Company issued a convertible
promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 was converted into common shares and the
remaining balance was paid in cash. There was no outstanding balance on Note 38 as of December 31, 2023.

 Note 39

 On April 26, 2021, the Company issued a convertible
promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 was paid in cash and there was no outstanding
balance as of December 31, 2023.

 Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10

 On September 22, 2022, the Company issued a convertible
promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note
40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original
issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal
amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On December 21, 2022, the Company executed a fourth
tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January
24, 2023, the Company executed a fifth tranche under this note in the principal amount of $90,166, less an original issue discount and
fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666,
less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, the Company executed a seventh tranche under this note
in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, the Company executed
an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July
19, 2023, the Company executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and
fee of $8,875 (Note 40-9). On July 24, 2023, the Company executed a tenth tranche under this note in the principal amount of $14,000,
less an original issue discount and fee of $3,500 (Note 40-10). On December 1, 2023, the Company executed amendment on Notes series 40
consolidated senior secured convertible promissory note to extend the expired tranche note 40-1 through 40-5' due date to September
20, 2024. All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.

 Note 41

 On August 25, 2023, the Company issued a twelve-month
convertible promissory note in the principal amount of $5,000 to the Company's CEO for the Company's operating expenses. The
rate of interest is 10% per annum.

 9.
 CAPITAL STOCK

 Preferred Stock

 The Company has designated multiple series of
preferred stock, including 2 shares of series A preferred stock, 3,000,000 shares of series B preferred stock, 500 shares of series C
preferred stock, 1,000,000 shares of series E preferred stock, 50,000 shares of series F-1 preferred stock, 15,000,000 shares of series
I preferred stock, 2,000,000 shares of series J preferred stock, 400,000 shares of series L preferred stock, 3,000,000 shares of series
N senior convertible preferred stock, 5,000 shares of series R convertible preferred stock and 5,000,000 shares of series X senior convertible
preferred stock.

 F- 25

 The following is a description of the rights and
preferences of each series of preferred stock.

 Redeemable Preferred Stock

 The Company recognized the series N senior convertible
preferred stock, series R convertible preferred stock and series X senior convertible preferred stock as mezzanine equity in accordance
with ASC 480, "Distinguishing Liabilities from Equity".

 Series N Senior Convertible Preferred Stock

 Ranking. The series N senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series N senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series N senior convertible preferred
stock; and (iii) junior to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company
and each class or series that is expressly made senior to the series N senior convertible preferred stock.

 Dividend Rights. Holders of series N senior
convertible preferred stock are entitled to dividends at a rate per annum of 12.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series N senior convertible preferred stock), such rate
shall increase by 8% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date in cash or common stock at the Company's discretion. Dividends payable
in common stock shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common
stock on the Company's principal trading market (the "VWAP") during the five (5) trading days immediately prior to the
applicable dividend payment date. At December 31, 2023, cumulative dividends on Series N Preferred Stock were $ 766,437.

 Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities or parity securities (in each case, as defined in the certificate of designation),
upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital
or surplus) shall be made to or set apart for the holders of junior securities (as defined in the certificate of designation), including
the common stock, each holder of outstanding series N senior convertible preferred stock shall be entitled to receive an amount of cash
equal to 115% of the stated value of $4.00 per share, plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon
(whether or not declared) to, but not including the date of final distribution to such holders.

 Voting Rights. Holders of series N senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series N senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series N senior convertible preferred stock, which majority
must include SILAC Insurance Company so long as it holds any shares of series N senior convertible preferred stock, voting as a separate
class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the Company's (or Nova's) creation or issuance of any parity securities or new indebtedness (as
defined in the certificate of designation); provided that the foregoing shall not apply to any financing transaction the use of proceeds
of which will be used to redeem the series N senior convertible preferred stock and the warrants issued in connection therewith. In addition,
the affirmative vote of holders of 66% of the series N senior convertible preferred stock, voting as a separate class, is required prior
to the Company's (or Nova's) creation or issuance of any senior securities.

 F- 26

 Conversion Rights. Each shares of series
N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $900 per share
(subject to standard adjustments in the event of any stock splits, stock combinations, stock reclassifications, dividends paid in common
stock, sales of substantially all assets, mergers, consolidations or similar transactions); provided that in no event shall the holder
of any series N senior convertible preferred stock be entitled to convert any number of shares that upon conversion the sum of (i) the
number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number of shares of common stock issuable
upon the conversion of the series N senior convertible preferred stock with respect to which the determination of this proviso is being
made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common stock. This
limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days'
prior notice to the Company.

 Redemption Rights. The Company may redeem
the series N senior convertible preferred stock at any time by paying in cash therefore a sum equal to 115% of the stated value of $4.00
per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate of designation.
In addition, any holder may require the Company to redeem some or all of its shares of series N senior convertible preferred stock on
the same terms after a period of twelve months from the date of issuance; provided, however, that such redemption right shall only be
exercisable if the Company raises at least $5,000,000 or the common stock is trading on the Nasdaq Stock Market or the New York Stock
Exchange.

 Series R Convertible Preferred Stock

 Ranking. The series R convertible preferred
stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series
B preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series I preferred stock, series J
preferred stock, series L preferred stock and to each other class or series that is not expressly made senior to or on parity with the
series R convertible preferred stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the
series R convertible preferred stock; and (iii) junior to the series N senior convertible preferred stock, series X senior convertible
preferred stock and to each other series of preferred stock and each class or series that is expressly made senior to the series R convertible
preferred stock, as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

R convertible preferred stock are entitled to receive cumulative dividends in the amount of twelve percent (12%) per annum, payable quarterly.
In addition, holders of series R convertible preferred stock are entitled to receive dividends equal (on an as converted to common stock
basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares
of common stock. Any dividends that are not paid when due shall continue to accrue and shall entail a late fee, which must be paid in
cash, at the rate of 18% per annum or the lesser rate permitted by applicable law which shall accrue and compound daily from the missed
payment date through and including the date of actual payment in full. At December 31, 2023, cumulative dividends on Series R Preferred
Stock were $ 109,980.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock shall
be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the stated value ($1,200), plus
any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing, for each share of series R convertible
preferred stock before any distribution or payment shall be made to the holders of any junior securities.

 F- 27

 Voting Rights. The holders of series R
convertible preferred stock will vote together with the common stock on an as-converted basis. However, as long as any shares of series
R convertible preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the
then outstanding shares of the series R convertible preferred stock, directly and/or indirectly (i) alter or change adversely the powers,
preferences or rights given to the series R convertible preferred stock or alter or amend the certificate of designation, (ii) authorize
or create any class of stock ranking as to redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu
with, the series R convertible preferred stock, or authorize or create any class of stock ranking as to dividends senior to, or otherwise
 pari passu with, the series R convertible preferred stock, (iii) amend its articles of incorporation or other charter documents
in any manner that adversely affects any rights of the holders of the series R convertible preferred stock, (iv) increase the number of
authorized shares of series R convertible preferred stock, or (v) enter into any agreement with respect to any of the foregoing.

 Conversion Rights. Each shares of series
R convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time, into such
number of fully paid and nonassessable shares of common stock determined by dividing the stated value ($1,200 per share) by a conversion
price equal to the lower of (i) $75.0 and (ii) the lowest daily VWAP during the twenty (20) trading days immediately prior to the applicable
conversion date. Notwithstanding the foregoing, the Company shall not effect any conversion of the series R convertible preferred stock,
and a holder shall not have the right to convert any portion of the series R convertible preferred stock, to the extent that, after giving
effect to the conversion, such holder (together with such holder's affiliates, and any persons acting as a group together with such
holder or any of such holder's affiliates) would beneficially own in excess of 4.99% of the then outstanding common stock. The conversion
price is subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately
decreases or increases the common stock, as well as for mergers, business combinations and certain other fundamental transactions. In
addition, subject to certain exceptions, upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents
for cash consideration, indebtedness or a combination of units thereof (a "Subsequent Financing"), the holder may elect, in
its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of series R convertible preferred stock
then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis.

 Participation Rights. Subject to certain
exceptions, upon a Subsequent Financing, a holder of at least 100 shares of series R convertible preferred stock shall have the right
to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions
and price provided for in the Subsequent Financing.

 Company Redemption Rights. The Company
has the right to redeem all (but not less than all), shares of the series R convertible preferred stock issued and outstanding at any
time upon three (3) business days' notice, at a redemption price per share equal to the product of (i) the Premium Rate multiplied
by (ii) the sum of (x) the stated value ($1,200), (y) all accrued but unpaid dividends, and (z) all other amounts due to the holder. "Premium
Rate" means (a) 1.1 if all of the series R convertible preferred stock is redeemed within ninety (90) calendar days from the issuance
date thereof; (b) 1.2 if all of the series R convertible preferred stock is redeemed after ninety (90) calendar days and within one hundred
twenty (120) calendar days from the issuance date thereof; (c) 1.3 if all of the series R convertible preferred stock is redeemed after
one hundred twenty (120) calendar days and within one hundred eighty (180) calendar days from the issuance date thereof; and (iv) 1.0
if all of the series R convertible preferred stock is redeemed after one hundred eighty (180) calendar days.

 F- 28

 Redemption Upon Triggering Events. Upon
the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock shall (in addition to all
other rights it may have) have the right, exercisable at the sole option of such holder, to require the Company to (A) redeem all of the
series R convertible preferred stock then held by such holder for a redemption price, in cash, equal to the Triggering Redemption Amount
(as defined below), or (B) at the option of each holder either (i) redeem all of the series R convertible preferred stock then held by
such holder though the issuance to such holder of such number of shares of common stock equal to the quotient of (x) the Triggering Redemption
Amount, divided by (y) the lowest of (1) the conversion price, and (2) 75% of the average of the 10 VWAPs immediately prior to the date
of election, or (ii) increase the dividend rate on all of the outstanding series R convertible preferred stock held by such holder retroactively
to the initial issuance date to 18% per annum thereafter. "Triggering Redemption Amount" means, for each share of series R
convertible preferred stock, the sum of (a) the greater of (i) 130% of the stated value and (ii) the product of (y) the VWAP on the trading
day immediately preceding the date of the Triggering Event, multiplied by (z) the stated value divided by the then applicable conversion
price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages, late fees and other costs, expenses or amounts due
in respect of the series R convertible preferred stock including, but not limited to legal fees and expenses of legal counsel to the holder
in connection with, related to and/or arising out of a Triggering Event. A "Triggering Event" means any of the following events
(whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 the Company shall fail to deliver the shares of common stock issuable upon a conversion prior to the fifth
(5 th) trading day after such shares are required to be delivered, or the Company shall provide written notice to any holder,
including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any shares of series
R convertible preferred stock in accordance with the terms of the certificate of designation;

 the Company shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In (as defined
in the certificate of designation) within five (5) trading days after notice therefor is delivered;

 the Company shall fail to have available a sufficient number of authorized and unreserved shares of common
stock to issue to such holder upon a conversion;

 unless specifically addressed elsewhere in the certificate of designation as a Triggering Event, the Company
shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction
Documents (as defined in the certificate of designation), and such failure or breach shall not, if subject to the possibility of a cure
by the Company, have been cured within five (5) calendar days after the date on which written notice of such failure or breach shall have
been delivered;

 the Company shall redeem junior securities or pari passu securities;

 the Company shall be party to a Change of Control Transaction (as defined in the certificate of designation);

 there shall have occurred a Bankruptcy Event (as defined in the certificate
of designation);

 F- 29

 any monetary judgment, writ or similar final process shall be entered or filed against the Company, any
subsidiary or any of their respective property or other assets for more than $50,000 (provided that amounts covered by the Company's
insurance policies are not counted toward this $50,000 threshold), and such judgment, writ or similar final process shall remain unvacated,
unbonded or unstayed for a period of thirty (30) trading days;

 the electronic transfer by the Company of shares of common stock through the Depository Trust Company
or another established clearing corporation once established subsequent to the date of the certificate of designation is no longer available
or is subject to a 'freeze" and/or "chill;" or

 any "Event of Default," as defined in the Purchase Agreement (as defined in the certificate
of designation).

 Series X Senior Convertible Preferred Stock

 Ranking. The series X senior convertible
preferred stock ranks, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common
stock and each other class or series that is not expressly made senior to or on parity with the series X senior convertible preferred
stock; (ii) on parity with each class or series that is not expressly subordinated or made senior to the series X senior convertible preferred
stock; and (iii) junior to the series N senior convertible preferred stock, all indebtedness and other liabilities with respect to assets
available to satisfy claims against the Company and each class or series that is expressly made senior to the series X senior convertible
preferred stock.

 Dividend Rights. Holders of series X senior
convertible preferred stock are entitled to dividends at a rate per annum of 10.0% of the stated value ($4.00 per share); provided that
upon an event of default (as defined in the certificate of designation for the series X senior convertible preferred stock), such rate
shall increase by 5% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall
be payable quarterly in arrears on each dividend payment date. At December 31, 2023, cumulative dividends on Series X Preferred Stock
were $ 190,685.

 Liquidation Rights. Subject to the rights
of creditors and the holders of any senior securities, including the series N senior convertible preferred stock, or parity securities
(in each case, as defined in the certificate of designation), upon any liquidation of the Company or its subsidiaries, before any payment
or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of junior securities
(as defined in the certificate of designation), including the common stock, each holder of outstanding series N senior convertible preferred
stock shall be entitled to receive an amount of cash equal to 100% of the stated value of $4.00 per share, plus an amount of cash equal
to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution
to such holders.

 Voting Rights. Holders of series X senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series X senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series X senior convertible preferred stock, which majority
must include Leonite Capital LLC so long as it holds any shares of series X senior convertible preferred stock, voting as a separate class,
shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the certificate
of designation or prior to the creation or issuance of any parity securities or new indebtedness (as defined in the certificate of designation);
provided that the foregoing shall not apply to any financing transaction the use of proceeds of which will be used to redeem the series
X senior convertible preferred stock and the warrants issued in connection therewith. In addition, the affirmative vote of holders of
66% of the series X senior convertible preferred stock, voting as a separate class, is required prior to the creation or issuance of any
senior securities.

 F- 30

 Conversion Rights. Each shares of series
X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder
thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing
the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price equal to the lower
of (i) the lowest VWAP during the five (5) trading days immediately prior to the applicable conversion date and (ii) the price per share
paid in any subsequent financing (the "Fixed Price"). The Fixed Price is subject to standard adjustments in the event of any
stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers,
consolidations or similar transactions, as well as a price based antidilution adjustment, pursuant to which, subject to certain exceptions,
if the Company issues common stock at a price lower than the Fixed Price, the Fixed Price shall decrease to such lower price. Notwithstanding
the foregoing, in no event shall the holder of any series X senior convertible preferred stock be entitled to convert any number of shares
that upon conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii)
the number of shares of common stock issuable upon the conversion of the series X senior convertible preferred stock with respect to which
the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99%
of the then outstanding common stock. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion,
upon not less than sixty-one (61) days' prior notice to the Company.

 Redemption Rights. Commencing on September
22, 2023, any holder may require the Company to redeem its shares by the payment in cash therefore of a sum equal to 100% of the stated
value of $4.00 per share, plus the amount of accrued and unpaid dividends and any other amounts due pursuant to the terms of the certificate
of designation; provided however, that in the event that the Company completes a public offering prior to the redemption date, then any
holder may only cause the Company to redeem any outstanding series X senior convertible preferred stock by paying such redemption price
in twelve (12) equal monthly installments with the first such payment due on the date that is six (6) months following the date that the
Company completes such public offering.

 Non-redeemable Preferred Stock

 Series A Preferred Stock

 Ranking. The series A preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock and each other class or series that is not
expressly made senior to or on parity with the series A preferred stock; (ii) on parity with each class or series that is not expressly
subordinated or made senior to the series A preferred stock; and (iii) junior to the series B preferred stock, series C preferred stock,
series E preferred stock, series F-1 preferred stock, series I preferred stock, series J preferred stock, series L preferred stock, series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and each other
series of preferred stock and each class or series that is expressly made senior to the series A preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.

 Dividend Rights. The series A preferred
stock is not entitled to participate in any distributions or payments to the holders of common stock or any other class of stock and shall
have no economic interest in the Company.

 Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation of our company wherein
the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the holders of each share
of series A preferred stock shall be entitled to receive from any distribution of any of the assets or surplus funds of the Company, before
and in preference of any holder of shares of common stock, an amount equal to the stated value of $250. Once the holders receive the foregoing
from any such liquidation, dissolution or winding up, the holders shall not participate with the common stock or any other class of stock.

 F- 31

 Voting Rights. Each share of series A preferred
stock shall have a number of votes at any time equal to (i) 25% of the number of votes then held or entitled to be made by all other equity
securities of the Company, including, without limitation, the common stock, plus (ii) one (1). The series A preferred stock shall vote
on any matter submitted to the holders of the common stock, or any other class of voting securities, for a vote, and shall vote together
with the common stock, or any class of voting securities, as applicable, on such matter for as long as the shares of series A preferred
stock are issued and outstanding. Notwithstanding the foregoing, the series A preferred stock shall not have the right to vote on any
matter as to which solely another series of preferred stock is entitled to vote pursuant to the Company's amended and restated articles
of incorporation or a certificate of designation of such other series of preferred stock.

 Transfer. Upon transfer of any share of
series A preferred stock, except for a transfer by the holder to an affiliate, whether such transfer is voluntary or involuntary, such
share of series A preferred stock shall automatically, and without any action being required by the Company or the holder, be converted
into one (1) share of common stock.

 Other Rights. Holders of series A preferred
stock do not have any conversion (except as set forth above) or redemption rights.

 Series B Preferred Stock

 Ranking. The series B preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series B preferred stock; (ii) on parity with the series C
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series B preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series B preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

B preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series B preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series B preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series B preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
B preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series B preferred stock shall be entitled to cast one (1) vote per
share of series B preferred stock held. Except as provided by law, the holders of series B preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series B preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series B preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series B preferred stock or alter or amend the certificate of designation for the series
B preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series B preferred stock.

 F- 32

B preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series B preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
B preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting
together as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Redemption Rights. Holders of series B

 Series C Preferred Stock

 Ranking. The series C preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series C preferred stock; (ii) on parity with the series B
preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series C preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series C preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

C preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series C preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
C preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series C preferred stock shall be entitled to cast one (1) vote per
share of series C preferred stock held. Except as provided by law, the holders of series C preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series C preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series C preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series C preferred stock or alter or amend the certificate of designation for the series
C preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series C preferred stock.

 F- 33

C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. In addition, on the date
on which the shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange,
NYSE American or the Nasdaq Stock Market (any tier) (a "Listing Event"), all outstanding shares of series C preferred stock
shall be automatically converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded
or closing price on such date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series
C preferred stock. Finally, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price
of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar
recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement
under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence
of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred
stock, voting together as a single class, each share of series C preferred stock shall be automatically converted into such number of
shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. Such conversion
price is subject to standard adjustments in the event of any stock dividends, stock reclassifications and similar events (but not for
reverse stock splits).

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

 Series E Preferred Stock

 Ranking. The series E preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series E preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series E preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series E preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

E preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series E preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series E preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series E preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
E preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series E preferred stock shall be entitled to cast one (1) vote per
share of series E preferred stock held. Except as provided by law, the holders of series E preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series E preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series E preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series E preferred stock or alter or amend the certificate of designation for the series
E preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series E preferred stock.

 F- 34

E preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series E preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
E preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting
together as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Series F-1 Preferred Stock

 Ranking. The series F-1 preferred stock
ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each
other class or series that is not expressly made senior to or on parity with the series F-1 preferred stock; (ii) on parity with the series
B preferred stock, series C preferred stock, series E preferred stock, series J preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series F-1 preferred stock; and (iii) junior to the series I
preferred stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred
stock and to each other series of preferred stock and each class or series that is expressly made senior to the series F-1 preferred stock,
as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

F-1 preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series F-1 preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series F-1 preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series F-1 preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
F-1 preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

 Voting Rights. Except as provided by law,
the holders of series F-1 preferred stock shall have no voting rights. However, as long as any shares of series F-1 preferred stock are
outstanding, the Company shall not, without the affirmative vote of the holders of a majority of outstanding series F-1 preferred stock,
(a) alter or change adversely the powers, preferences or rights given to the series F-1 preferred stock or alter or amend the certificate
of designation for the series F-1 preferred stock, or (b) amend the Company's amended and restated articles of incorporation or
other charter documents in any manner that adversely affects any rights of the holders of series F-1 preferred stock.

 F- 35

F-1 preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares
of common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series F-1 preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
F-1 preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting
together as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Redemption Rights. Holders of series F-1

 Series I Preferred Stock

 Ranking. The series I preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock, series B preferred
stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock
and to each other class or series that is not expressly made senior to or on parity with the series I preferred stock; (ii) on parity
with each class or series that is not expressly subordinated or made senior to the series I preferred stock; and (iii) junior to the series
N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock and to each other
series of preferred stock and each class or series that is expressly made senior to the series I preferred stock, as well as to all indebtedness
and other liabilities with respect to assets available to satisfy claims against the Company.

I preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series I preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series I preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series I preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
I preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series I preferred stock shall be entitled to cast five (5) votes per
share of series I preferred stock held. Except as provided by law, the holders of series I preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series I preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series I preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series I preferred stock or alter or amend the certificate of designation for the series
I preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series I preferred stock.

 F- 36

I preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series I preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
I preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting
together as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Redemption Rights. Holders of series I

 Series J Preferred Stock

 Ranking. The series J preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series J preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series L preferred stock and each other
class or series that is not expressly subordinated or made senior to the series J preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series J preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

J preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series J preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series J preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series J preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
J preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series J preferred stock shall be entitled to cast one (1) vote per
share of series J preferred stock held. Except as provided by law, the holders of series J preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series J preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series J preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
J preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series J preferred stock.

 F- 37

J preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series J preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
J preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting
together as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Redemption Rights. Holders of series J

 Series L Preferred Stock

 Ranking. The series L preferred stock ranks,
with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other
class or series that is not expressly made senior to or on parity with the series L preferred stock; (ii) on parity with the series B
preferred stock, series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock and each other
class or series that is not expressly subordinated or made senior to the series L preferred stock; and (iii) junior to the series I preferred
stock, series N senior convertible preferred stock, series R convertible preferred stock, series X senior convertible preferred stock
and to each other series of preferred stock and each class or series that is expressly made senior to the series L preferred stock, as
well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

L preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends
actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends shall be
paid on shares of series L preferred stock.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series L preferred stock shall be entitled
to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series L preferred
stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series
L preferred stock pari passu with all holders of parity securities and in preference to the holders of junior securities.

to stockholders for their action or consideration, each holder of series L preferred stock shall be entitled to cast one (1) vote per
share of series L preferred stock held. Except as provided by law, the holders of series L preferred stock shall vote together with the
holders of shares of common stock as a single class. However, as long as any shares of series L preferred stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a majority of outstanding series L preferred stock, (a) alter or change adversely
the powers, preferences or rights given to the series J preferred stock or alter or amend the certificate of designation for the series
L preferred stock, or (b) amend the Company's amended and restated articles of incorporation or other charter documents in any manner
that adversely affects any rights of the holders of series L preferred stock.

 F- 38

L preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of
common stock as is determined as follows: (i) if the closing market price of the common stock on the principal trading market on which
the common stock is then traded or quoted is less than $4.00 per share, then each share of series L preferred stock shall be convertible
into a number of shares of common stock equal to two (2) times the stated value ($4.00 per share), divided by such closing market price
on the date of conversion; or (ii) if such closing market price is equal to or greater than $4.00 per share, then each share of series
L preferred stock shall be convertible into two (2) shares of common stock. In addition, upon the earlier to occur of: (a) the closing
of the sale of shares of common stock to the public at a price of at least $3.00 per share in a public offering pursuant to an effective
registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company,
(b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation
the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event,
specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting
together as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common
stock as is determined in accordance with the provisions above. Such conversion price is subject to standard adjustments in the event
of any stock dividends, stock reclassifications and similar events (but not for reverse stock splits).

 Redemption Rights. Holders of series L

 Preferred Stock Transactions

 During the year ended December 31, 2023, the Company
executed the following transactions:

 On May 25, 2023, the Company issued 3,150 shares of series B preferred stock to Zia Choe, Chief Accounting
Officer, for $ 25,000.

 On July 24, 2023, the Company issued 5,000 shares of series E preferred stock as compensation for the
property manager of Edge View in exchange for a bonus of $ 5,000.

 During the year ended December 31, 2022, the Company
executed the following transactions:

 In the second quarter of 2022, 37,500 shares of series D preferred stock were cancelled and exchanged
for 37,500 shares of series B preferred stock and 37,500 shares of series H preferred stock were cancelled and exchanged for 37,500 shares
of series B preferred stock.

 On September 7, 2022, the Company issued 818,750 shares of series J preferred stock in connection with
the acquisition of Nova.

 On September 12, 2022, the Company issued 375,000 shares of series X senior convertible preferred stock
for $ 1,500,000. See Note 9 for further discussion.

 On October 10, 2022, the Chief Operating Officer received 18,750 shares of series B preferred stock in
exchange for the settlement of employment at the fair value of $1 per share.

 On October 31, 2022, the Company entered into a buyback agreement, pursuant to which the managers of AHI
purchased back AHI and returned 175,045 shares of series F preferred stock issued to them, which were remitted to treasury, in exchange
for 67,500 shares of series B preferred stock. There was a loss on disposal in the amount of $ 217,769 which represented net assets and
liabilities at the time of sale back.

 F- 39

 On November 11, 2022, the Company issued 15,000 shares of series B preferred stock to a third party in
exchange for $ 15,000 at the fair value of $1 per share.

 On December 15, 2022, the Company issued 10,000 shares of series B preferred stock to a third party in
exchange for $ 10,000 at the fair value of $1 per share.

 During the year ended December 31, 2023, the Company
issued 13,068 shares of common stock upon the conversion of certain convertible notes.

 During the year ended December 31, 2022, as part
of the Red Rock settlement, the Company issued 8,782 shares of common stock. The settlement also required the previous owners to relinquish
3,500 shares of common stock before a 1 for 75,000 reverse split resulting in a gain to the Company of $35,097. The Red Rock settlement
also required the previous owners to relinquish warrants for 25,000 shares of common stock. See also Note 10.

 10.
 WARRANTS

 The table below sets forth warrant activity during
the years ended December 31, 2023 and 2022:

 Schedule of warrant activity

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Balance at January 1, 2023

 3,141

 $
 0.015

 Granted

 –

 –

 Exercised

 –

 –

 Expired

 ( 1
)

 0.0146

 Balance at December 31, 2023

 3,140

 0.015

 Warrants Exercisable at December 31, 2023

 3,140

 $
 0.015

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Balance at January 1, 2022

 3,259

 $
 0.02

 Granted

 –

 –

 Exercised

 –

 –

 Expired

 ( 118
)

 0.146

 Balance at December 31, 2022

 3,141

 0.015

 Warrants Exercisable at December 31, 2022

 3,141

 $
 0.015

 As a result of the settlement agreement with
Red Rock on July 29, 2022, the Company required the previous owners to relinquish warrants for 25,000 shares of common stock. The warrants
were returned and cancelled during the second quarter of 2023. There was no impact on the consolidated financial statements as of December
31, 2022.

 F- 40

 11.
 DISCONTINUED OPERATIONS

 Platinum Tax

 On November 10, 2023, the Company sold Platinum
Tax, which was a full-service tax resolution firm located in Los Angeles, California. Through this subsidiary the Company provided fee-based
tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding
tax debts. As part of the Asset Purchase Agreement between us and the purchaser, the assets that were purchased included substantially
all assets, rights, interests, and licenses except for banks accounts in place prior to the sale for the purchase consideration of 15%
of cash collected by the purchaser within one year following the sale date.

 The Company and the managers of AHI entered into
a resignation, release and buyback agreement and addendum, effective October 31, 2022, pursuant to which the managers purchased AHI in
exchange for returning 175,045
 shares of series F preferred stock. There was a loss on disposal in the amount of $ 217,769
 on October 31, 2022, which represented net assets and liabilities at the time of sale back.

 Schedule of discontinued operations

 Net liabilities of discontinued operations

 2023

 2022

 Cash

 $

 $
 7,717

 Accounts receivable

 Accounts payable and accrued expenses

 238,285

 159,700

 Net liabilities of discontinued operations

 $
 ( 237,643
)

 $
 ( 151,123
)

 Year Ended December 31,

 Gain (Loss) from discontinued operations

 2023

 2022

 Revenue

 $
 307,366

 $
 1,438,294

 Cost of sales

 ( 59,453
)

 ( 462,556
)

 Selling, general and administrative expenses

 ( 332,005
)

 ( 1,094,121
)

 Interest expense

 ( 2,428
)

 ( 44,027
)

 Impairment of Goodwill

 –

 ( 2,092,048
)

 Loss on divestiture of subsidiary

 –

 ( 217,769
)

 Gain no change in estimate

 –

 ( 4,474
)

 Gain on reversal of Red Rock liability

 –

 510,418

 Loss on settlement

 –

 ( 212,600
)

 Loss from discontinued operations

 $
 ( 86,520
)

 $
 ( 2,178,883
)

 F- 41

 12.
 GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

 The Company reviews goodwill for impairment on
a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
During the year ended December 31, 2023, the Company determined there to be no impairment, and during the year ended December 31, 2022,
the Company recognized goodwill impairment in the amount of $ 2,092,048, which was recorded to its former financial services segment now
reflected in discontinued operations. The Company based this decision on impairment testing of the underlying assets, expected cash flows,
decreased asset value and other factors.

 13.
 COMMITMENTS AND CONTINGENCIES

 Leases

 ASC 842, "Leases", requires that a
lessee recognize the assets and liabilities that arise from operating leases, A lessee should recognize in the statement of financial
position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying
asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by
class of underlying asset not to recognize lease assets and lease liabilities. In transaction, lessees and lessors are required to recognize
and measure leases at either the effective date (the "effective date method") or the beginning of the earliest period presented
(the "comparative method") using a modified retrospective approach. Under the effective date method, the Company's comparative
period reporting is unchanged. In contrast, under the comparative method, the Company's date of initial application is the beginning
of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented.
Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The
Company adopted ASC 842, January 1, 2020, using the effective date method and elected certain practical expedients allowing the Company
not to reassess:

 whether expired or existing contracts contain leases under the new definition of a lease;

 lease classification for expired or existing leases; and

 whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 The Company also made the accounting policy decision
not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 The Company leases ten medical facilities and
one vehicle as operating leases as of December 31, 2023. The Company recorded operating lease expenses of $ 291,040 and $ 301,321 for the
years ended December 31, 2023 and 2022, respectively.

 The Company has operating leases with future
commitments as follows:

 Schedule of operating leases

 2024

 $
 157,669

 2025

 95,774

 2026

 23,282

 Total

 $
 276,725

 F- 42

 The following table summarizes supplemental information
about the Company's leases:

 Schedule of supplemental information
about leases

 Weighted-average remaining lease term

 1.9 years

 Weighted-average discount rate

 4.73 %

 Employees

 The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and 2022 were $ 2,365,500 and
$ 1,870,500, respectively.

 The Company agreed to pay $360,000 per year and
$200,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement since July 1, 2020, of which currently
50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of December 31, 2023 and December 31, 2022 were
$ 2,350,500 and $ 1,863,000, respectively.

 The Company agreed to pay $ 156,000 per year to
the previous Chief Financial Officer based on his amended employment agreement executed on May 15, 2021. The total outstanding accrued
compensation as of December 31, 2023 and December 31, 2022 was $ 17,057 and $ 17,057, respectively.

 The Company entered into a management agreement
effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $ 372,000
 to one of the three doctors, $ 450,000
 to the second, and $ 372,000
 to the third doctor. Collectively, as a group, such principals will receive an annual cash bonus and stock equity set forth below,
which will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth below.
 For the year ended December 31, 2023 the Company recorded $0 in annual cash bonus as financial
performance objectives were not achieved.

 Schedule of annual objectives of financial performance

 Year

 Minimum Annual Nova EBITDA

 Cash Annual Bonus

 Series J Preferred Stock

 2021

 $ 2.0M

 $ 120,000

 120,000 Shares

 2022

 $ 2.4 M

 $ 150,000

 135,000 Shares

 2023

 $ 3.7 M

 $ 210,000

 150,000 Shares

 2024

 $ 5.5 M

 $ 300,000

 180,000 Shares

 2025

 $ 8.0M

 $ 420,000

 210,000 Shares

 14.
 LEGAL PROCEEDINGS

 From time to time, the Company may become involved
in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm the Company's business. Management is
not currently aware of any such legal proceedings or claims that it believes will have a material adverse effect on the Company's
business, financial condition, or operating results.

 F- 43

 15.
 INCOME TAXES

 At December 31, 2023, the Company had federal
and state net operating loss carry forwards of approximately $24 million that expire in various years through the year 2039. Due to carryforwards
of past net operating losses, there is no provision for current federal or state income taxes for the years ended December 31, 2023 and
2022.

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

 The Company's deferred tax asset at December
31, 2023 and 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately
$ 5,291,000 and $ 5,991,000, respectively, less a valuation allowance in the amount of approximately $ 5,291,000 and $ 5,991,000, respectively.
Because of the Company's lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in both
2023 and 2022. The valuation allowance decreased by approximately $ 0.7 million from the year ended December 31, 2022.

 The Company's total deferred tax asset
as of December 31, 2023 and 2022 is as follows:

 Schedule of deferred tax assets

 2023

 2022

 Deferred tax assets

 $
 5,291,000

 $
 5,991,000

 Valuation allowance

 ( 5,291,000
)

 ( 5,991,000
)

 Net deferred tax asset

 $
 –

 $
 –

 16.
 SEGMENT REPORTING

 As of December 31, 2023, the Company had two reportable
operating segments as determined by management using the "management approach" as defined by the authoritative guidance on
 Disclosures about Segments of an Enterprise and Related Information.

 (1)
 Healthcare (Nova)

 (2)
 Real Estate (Edge View)

 These segments are a result of differences in
the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting,
human resources, legal and credit and collections, are partially allocated to the three operating segments. Other revenue consists of
nonrecurring items.

 The healthcare segment provides a full range of
diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments,
and nerves.

 The real estate segment consists of Edge View,
a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned
high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres
zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common
area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond.

 F- 44

 Management uses numerous tools and methods to
evaluate and measure of its subsidiaries' success. To help succeed, management retains the prior owners of the subsidiaries and
allow them to do what they do best is run the business. Additionally, management monitors key metrics primarily revenues and net income
from operations.

 Schedule of segment reporting

 As of December 31,

 Asset:

 2023

 2022

 $
 18,955,991

 $
 12,692,531

 587,456

 592,557

 Others

 1,202,364

 59,691

 Consolidated assets

 $
 20,745,811

 $

 Years Ended December 31,

 2023

 2022

 Revenues:

 $

 $

 –

 –

 Consolidated revenues

 $

 $

 Cost of Sales:

 $

 $

 –

 –

 Consolidated cost of sales

 $

 $

 Income from operations from subsidiaries

 $
 7,300,849

 $
 5,845,052

 ( 3,716
)

 ( 19,345
)

 Income from operations from subsidiaries

 $
 7,297,133

 $
 5,825,707

 Loss from operations from Cardiff Lexington

 $
 ( 2,102,088
)

 $
 ( 1,918,818
)

 Total income (loss) from operations

 $
 5,195,045

 $
 3,906,889

 Income (Loss) before taxes

 $
 5,973,233

 $
 74,880

 ( 3,716
)

 ( 19,345
)

 Corporate, administration and other non-operating expenses

 ( 2,941,123
)

 ( 5,485,056
)

 Consolidated income (loss) before taxes

 $

 $
)

 F- 45

 17.
 SUBSEQUENT EVENTS

 The Company has evaluated its operations subsequent
to December 31, 2023 to the date these consolidated financial statements were available to be issued and determined the following subsequent
events and transactions required disclosure in these consolidated financial statements.

 On January 11, 2024, the Company issued 1,222
shares of common stock upon the conversion of a convertible note in the amount of $1,680.

 On January 31, 2024, the Company issued 7,500
shares of series I preferred stock to the Company' executives.

 On March 5, 2024, the Company issued 7,500 shares
of common stock to John Nesbett for professional services provided.

 On March 13, 2024, the Company paid $50,000 to
the noteholder for the accrued interest on Notes 40-1.

 On
May 13, 2024, the Company entered into a securities exchange agreement (the "Exchange Agreement") with Leonite Capital LLC
("Leonite"), pursuant to which Leonite exchanged a consolidated senior secured convertible promissory note issued to Leonite
on September 22, 2022 (see notes 40 described above in Note 8) with a balance of $3,755,632 as of such date (the "Note")
for 938,908 shares of the Company's newly designated series Y senior convertible preferred stock. The Exchange Agreement contains
customary representations and warranties and covenants for a transaction of this type. In addition, pursuant to the Exchange Agreement,
so long as the shares of series Y senior convertible preferred stock are outstanding, the Company agreed that it will not, without Leonite's
prior written consent: (i) change the nature of its business; (ii) sell, divest, acquire, change the structure of any material assets
other than in the ordinary course of business; (iii) enter into any Variable Rate Transactions (as defined in the Exchange Agreement)
or solicit any offers for, respond to any unsolicited offers for, or conduct any negotiations with any other person or entity in respect
of any Variable Rate Transactions; or (iv) accept a merchant-cash-advance in which the Company sells future receivables at a discount
or any other factoring transactions, or similar financing instruments or financing transactions. Pursuant to the Exchange Agreement,
the Company also granted Leonite with piggy-back registration rights to register the shares of common stock underlying the series Y senior
convertible preferred stock.

 On June 11, 2024, the
Company entered into a settlement agreement and release of claims (the "Settlement Agreement") with GHS Investments, LLC
("GHS"), the holder of 165 shares of series R convertible preferred stock and certain convertible promissory notes (see notes
29-2, 37-1 and 37-2 described above in Note 8). Pursuant to the Settlement Agreement, GHS agreed to cancel its shares of series R convertible
preferred stock and convertible promissory notes in exchange for a new fixed amount settlement promissory note in the principal amount
of $535,000 (the "New Note"). The New Note does not bear interest and requires fixed payments as follows: (i) if the Company
raises at least $5 million but less than $6 million in its planned underwritten public offering (the "Offering"), then it
must pay $250,000 on the closing date of the Offering, with payments of $125,000, $125,000 and $35,000 to follow on the 90 th,
180 th, and 240 th days following the closing of the Offering, respectively; (ii) if the Company raises at least
$6 million but less than $7 million in the Offering, then it must pay $390,000 on the closing date of the Offering and $145,000 on the
90 th day following the closing of the Offering; and (iii) if the Company raises at least $7 million in the Offering,
then it must repay the entire principal amount on the closing date of the Offering. If the Offering is not completed by August 15, 2024,
then the Company is required to pay $25,000 on such date and to continue making payments of $25,000 on each monthly anniversary thereof
until the entire principal amount is repaid in full. If the Offering is completed after August 15, 2024, then the Company is required
to make payments as described in the schedule above. Notwithstanding the foregoing, if the Company abandons the Offering and conducts
a new public offering thereafter, then the Company is required to make a payment of $100,000 on the closing date of such other public
offering, a second payment of $100,000 on the 90 th day following the closing of such offering and $35,000 each month
thereafter until the entire principal amount is repaid in full. If any portion of the principal amount remains unpaid on the second (2 nd)
anniversary of the date of the New Note, it shall become immediately due and payable on such date. The Company may prepay the entire
principal amount at any time without penalty. The New Note is unsecured and contains customary events of default for a loan of this type.
Upon an event of default, interest shall automatically begin to accrue at a simple interest rate of ten percent (10%) per annum.

 F- 46

 SIGNATURES

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

 Date: July 24, 2024

 CARDIFF LEXINGTON CORPORATION

 /s/ Alex Cunningham

 Name: Alex Cunningham

 Title: Chief Executive Officer

 (Principal Executive Officer)

 /s/ Matthew Shafer

 Name: Matthew Shafer

 Title: Chief Financial Officer

 (Principal Financial Officer)

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

 SIGNATURE

 TITLE

 DATE

 /s/ Alex Cunningham

 Chief Executive Officer and Director (principal executive officer)

 July 24, 2024

 Alex Cunningham

 /s/ Matthew Shafer

 Chief Financial Officer (principal financial officer)

 July 24, 2024

 Matthew Shafer

 /s/ Zia Cho

 Chief Accounting Officer (principal accounting officer)

 July 24, 2024

 Zia Choe

 /s/ Daniel Thompson

 Chairman of the Board

 July 24, 2024

 Daniel Thompson