CARDIFF LEXINGTON CORPORATION FORM 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K /A

 (Amendment No. 1)

 (Mark One)

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

 For the fiscal year ended: December 31, 2024

 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

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

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

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

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

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 28, 2024 (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 $ 81.2 million. 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 August 18, 2025, there were a total
of 19,682,213 shares of common stock
of the registrant issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 Cardiff Lexington Corporation is filing this Amendment
No. 1 on Form 10-K ("Amendment") to amend its Annual Report on Form 10-K for the year ended December 31, 2024,
which was originally filed with the Securities and Exchange Commission on March 14, 2025 (the "Form 10-K").

 This Amendment is being filed to correct an error
in the Form 10-K as a result of a change in classification of non-cash interest expense to operating activities from financing activities
in the condensed consolidated statements of cash flows.

 This Amendment also contains new certifications
by our principal executive officer and principal financial officer pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act
of 2022.

 This
Amendment does not reflect any events that have occurred after the Form 10-K was filed. Information not affected by this Amendment remains
unchanged and reflects the disclosures made at the time as of which the Form 10-K was filed.

 Cardiff Lexington Corporation

 Annual Report on Form 10-K

 Year Ended December 31, 2024

 PART
I

 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.

 PART
II

 Item 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 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.

 PART
III

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 PART
IV

 Item 15.

 Exhibits 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.

 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.

 ii

 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.

 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 to be a significant opportunity for organic growth and expanded utilization of our
current locations and an opportunity to open additional locations within new markets. Additionally, 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 may 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 directly or indirectly own, acquire, or control 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 legal or other reasons, but we will only complete such acquisition if the post-business
subsidiary company owns or acquires 49% 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 binding letters of intent.

 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 managing and growing 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, 2024, our company had seventeen
employees, of which fifteen of these employees were full time (including 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, 2024 and 2023.

 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

 The main office for our healthcare business is
located at 1903 S 25 th Street, Suite 103, Fort Pierce, FL 34947. We currently operate twelve facilities, most of which were
opened in the last thirty-six months. As of December 31, 2024, management estimates that the twelve 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, 2024, we provide services to
approximately 250 - 325 patients per month on average at twelve 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 centers 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 insurance 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 insurance 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 twelve facilities are operating at 35% capacity as of December 31, 2024. 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 outpatient Orthopedic Surgery Centers and related Clinics. We have been in discussions with several privately owned Surgery Centers and Clinics. Key targets are strategically located within eighteen states that we have identified to have a combination of favorable dynamics.

 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, 2024, Nova had 13
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 government 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 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 government 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.

 This Annual Report on Form 10-K/A reflects
a restatement of our previously issued consolidated financial statements to correct the classification of noncash interest expense in
the consolidated statements of cash flows from financing activities to operating activities. The Company has considered the impact of
this restatement on its previously disclosed risk factors and updated them where applicable. This change in presentation had no impact
on the Company's consolidated balance sheets, consolidated statements of operations, or total cash flows for any period presented.

 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, 2024 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 $72,949,085 and $68,684,115 as of December
 31, 2024 and 2023, respectively, and had negative cash flow from operating activities of
 $2,765,797 and $1,807,987 during the years ended December 31, 2024 and 2023, 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
$5 million to $10 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 18 and 24 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 a
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 18 to 24 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 a net settlement will not be collected in cases where no settlement is reached with the defendant's insurance company and the plaintiff (our patient) loses the case at trial, or the case is abandoned, 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 stockholders' 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 18
to 24 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 18 to 24 month lag before we are able to obtain relevant aging data with regard to these receivables.

 We expect that it will take 18 to 24 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 report. 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 stockholders 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 stockholders could lose confidence
in our financial statements, which would harm the trading price of our common stock.

 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, 2024, 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) 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. 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, we 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
insurance 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 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 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 that are 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 snowstorms 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 84.69% 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 shares of common stock. 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 shares of common stock become subject
to the penny stock rules, it would become more difficult to trade our shares.

 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
50,000,000 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. Our audit committee oversees risks related to cybersecurity and reports 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. 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.

 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, 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

 Fiscal Year Ended December 31, 2024

 1 st Quarter

 $
 22.50

 $
 1.50

 2 nd Quarter

 $
 7.50

 $
 2.12

 3 rd Quarter

 $
 7.00

 $
 7.00

 4 th Quarter

 $
 7.00

 $
 3.00

 Number of Holders of Our Common Stock

 As of March 12, 2025, there were approximately
909 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

 Please see Item 12 " Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters."

 Dividend Policy

 We have never declared or paid cash dividends
on our common 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

 We have not sold any equity securities during
the 2024 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 2024 fiscal year.

 Purchases of Equity Securities

 No repurchases of our common stock were made during
the fourth quarter of 2024.

 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).

 On May 31, 2021, we acquired 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 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,
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.

 All of our operations are conducted through, and
our income derived from, our two subsidiaries.

 Segments

 As of December 31, 2024, 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 two operating segments.

 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 revenues, cost of sales, operating
expenses, and income (loss) before taxes to evaluate and measure its subsidiaries' success. To help the segments achieve optimal
operating performance, management retains the prior owners of the subsidiaries and allows them to do what they do best, which is run the
business. Additionally, management monitors key metrics primarily revenues and income from operations in order to allocate resources accordingly.

 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.

 Results of Operations

 Comparison of Years Ended December 31, 2024
and 2023

 The following table sets forth key components
of our results of operations during the years ended December 31, 2024 and 2023, both in dollars and as a percentage of our revenue.

 December 31, 2024

 December 31, 2023

 % of
 Revenue

 % of
 Revenue

 Total revenue

 $
 8,270,126

 100.00%

 $
 11,853,266

 100.00%

 Total cost of sales

 3,841,628

 46.45%

 3,560,624

 30.04%

 Gross profit

 4,428,498

 53.55%

 8,292,642

 69.96%

 Operating expenses

 Depreciation expense

 13,461

 0.16%

 20,777

 0.18%

 Share based compensation

 544,725

 6.59%

 –

 –

 Selling, general and administrative

 4,063,816

 49.14%

 3,076,820

 25.96%

 Total operating expenses

 4,622,002

 55.89%

 3,097,597

 26.13%

 (Loss) income from continuing operations

 (193,504
)

 (2.34
)%

 5,195,045

 43.83%

 Other income (expense)

 Other expense

 (5,362
)

 (0.06
)%

 (49,795
)

 (0.42
)%

 Gain on debt refinance and forgiveness

 78,834

 0.95%

 115,448

 0.97%

 Penalties and fees

 (1,330
)

 (0.02
)%

 (53,000
)

 (0.45
)%

 Interest expense

 (3,045,504
)

 (36.83
)%

 (1,956,266
)

 (16.50
)%

 Amortization of debt discounts

 (24,821
)

 (0.30
)%

 (136,518
)

 (1.15
)%

 Total other expense

 (2,998,183
)

 (36.25
)%

 (2,080,131
)

 (17.55
)%

 Net (loss) income before discontinued operations

 (3,191,687
)

 (38.59
)%

 3,114,914

 26.28%

 Loss from discontinued operations

 (111,312
)

 (1.35
)%

 (86,520
)

 (0.73
)%

 Net (loss) income

 $
 (3,302,999
)

 (39.94
)%

 $

 25.55%

 Revenue. For the years ended December
31, 2024 and 2023, 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 decreased by $3,583,140, or 30.23%, to $8,270,126 for the year ended December 31, 2024 from $11,853,266
for the year ended December 31, 2023. The decrease in revenue is mainly attributable to the following factors:

 Our mix of services provided during the year ended December 31, 2024 with lower settlement realization rates from surgical procedures performed and an increase in the lower revenue generating pain management treatments being performed for approximately the same number of patient visits in 2024 as compared to 2023.

 During 2024, the state of Florida experienced one of the most active and destructive hurricane seasons, which negatively impacted our revenue. The harsh weather caused several of our facilities to shut down for periods of time due to storm damage as well as patients not being able to attend their appointments. All of our facilities have reopened.

 Prior to fiscal year 2024, we historically realized a 49% settlement rate from total gross billed charges. Accordingly, we had historically recognized net healthcare service revenue as 49% of gross billed amounts. During the first nine months of 2024, we underwent efforts to accelerate cash settlement of our accounts receivable to generate cash flow for operations. We did this by shortening our settlement negotiations timespan with attorneys' insurance companies and accepting lower settlement amounts. We began to see improvements in settlement rates during the fourth quarter of 2024 as we begin to transition away from this initiative.

 Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including reviewing historical reports and new reporting methods as a part of our updated analysis. Based upon this review, it was determined that a 24-month lookback period should be used in the analysis of our historical settlement realization rates. As a result of the new efforts to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings. Accordingly, we recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024. Additionally, with the reduction in our estimate of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024 in our accounts receivable and revenue.

 Cost of sales. Our 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 increased by $281,004, or 7.89%, to $3,841,628 for the year ended December 31, 2024 from $3,560,624 for the year ended December
31, 2023. Such increase was primarily due to an increase in overall increases in healthcare costs and specifically costs related to surgical
procedures performed due to technology advancements, inflation, and materials and wage increases.

 Gross profit. As a result of the
foregoing, our total gross profit decreased by $3,864,144, or 46.60%, to $4,428,498 for the year ended December 31, 2024 from $8,292,642
for the year ended December 31, 2023. Our total gross margin (percent of revenue) decreased from 69.96% for the year ended December 31,
2023 to 53.55% for the year ended December 31, 2024.

 Depreciation expense. Our depreciation
expense was $13,461, or 0.16% of revenue, for the year ended December 31, 2024, as compared to $20,777, or 0.18% of revenue, for the year
ended December 31, 2023. The decrease in depreciation expense was due to certain assets becoming fully depreciated during the year ended
December 31, 2023.

 Share based compensation. Our share
based compensation expense was $544,725, or 6.59% of revenue, for the year ended December 31, 2024, as compared to $0, for the year ended
December 31, 2023. Share based compensation expense in 2024 consisted of expense related to the issuance of common stock to our board
of directors, officers and employees as well as our investor relations firm for services provided.

 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 $986,996, or 32.08%, to $4,063,816 for the year ended December 31, 2024 from $3,076,820 for the year ended December 31, 2023.
As a percentage of revenue, our selling, general and administrative expenses were 49.14% and 25.96% for the years ended December 31, 2024
and 2023, respectively. Increases were primarily attributable to increases in salaries and wages of $714,799, bad debt expense of $133,719,
legal fees of $105,152, public company, filing and investor relations fees of $106,820, and rent expense of 130,331. These increases were
offset by a decrease in accounting fees of $192,900.

 Total other expense. We had $2,998,183
in total other expense, net, for the year ended December 31, 2024, as compared to other expense, net, of $2,080,131 for the year ended
December 31, 2023. Other expense, net, for the year ended December 31, 2024 consisted of interest expense of $3,045,504, amortization
of note payable discounts of $24,821, financing penalties and fees of $1,330 and other expense of $5,362, offset by a gain on debt refinance
and forgiveness of $78,834. 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. The 55.68% increase in interest expense was primarily attributable to interest associated with the line of
credit described below.

 Discontinued operations. For
the year ended December 31, 2024, we recorded a loss from discontinued operations of $111,312, as compared to $86,520 for the year ended
December 31, 2023.

 Net income (loss). As a result of
the cumulative effect of the factors described above, our net loss was $3,302,999 for the year ended December 31, 2024, as compared to
a net income of $3,028,394 for the year ended December 31, 2023, a net decrease of $6,331,393, or 209.07%.

 Liquidity and Capital Resources

 As
 of December 31, 2024, we had $1,188,185 in cash.
 This Annual Report on Form 10-K/A reflects a restatement limited to reclassifying noncash
 interest expense in the consolidated statements of cash flows from financing to operating
 activities. This change in presentation did not affect our cash balance for any period presented. To date, we have financed our operations primarily through revenue generated from operations,
 sales of securities, advances from stockholders and third-parties 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 range 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. Our ability to continue as a going concern and the
appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. We have prospective
investors and believe the raising of capital will allow us to fund our cash flow shortfalls and pursue new acquisitions. There can be
no assurance that we 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 us. Should we be unable to raise sufficient funds, we may be required to curtail our operating plans.
In addition, increases in expenses may require cost reductions. No assurance can be given that we will be able to operate profitably on
a consistent basis, or at all, in the future. Should we not be able to raise sufficient funds, it may cause cessation of operations.

 Summary of Cash Flow

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

 Years Ended December 31,

 2024
 (Restated)

 2023

 Net cash used in operating activities from continuing operations

 $
 (2,765,797
)

 $
 (1,807,987
)

 Net cash provided by financing activities

 2,975,727

 2,369,325

 Net change in cash

 321,242

 647,858

 Cash at beginning of year

 219,085

 Cash at end of year

 $
 1,188,185

 $

 Our net cash used in operating activities from
continuing operations was $2,765,797 for the year ended December 31, 2024, as compared to $1,807,987 for the year ended December 31,
2023. The primary drivers of our net cash used in operating activities for year ended December 31, 2024 are our net loss of $3,302,999,
increase of $4,545,068 in accounts receivable, and a decrease of $699,559 in accounts payable and other accrued expenses, offset by a
change in estimate adjustment for the change in realization rate of $1,650,474,interest included in the line of credit of $3,092,350,
share based compensation of $544,725 and bad debt expense of $266,000. 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 $6,833,615 were the primary drivers of our net
cash used in operations.

 We monitor outstanding cases as they develop through
ongoing discussions with attorneys, doctors and our third-party medical billing company and additionally monitor our settlement realization
rates over time. We have two primary methods of accelerating our cash settlement of our revenue and related accounts receivable. The first
is through factoring our receivables, which was done in 2023, but ended prior to April 2023. The second method is through accepting lower
settlement amounts during the final negotiations of the settlement, which is coordinated through our third-party medical billing company.
When our third-party medical billing company is provided with a settlement amount of 49% of gross charges or greater they will accept.
When presented with a lower amount we will discuss the reasons for the reduced rate and negotiate a higher rate. Shortening our negotiation
timeframe will typically result in a lower settlement realization rate, but will accelerate the cash settlement of the outstanding accounts
receivable. We began employing this second method in 2024, which reduced our settlement realization rate as described below. We have employed
both methods from time to time to accelerate our cash settlement and may employ one or both in the future.

 Prior to April 2023, 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. For
the year ended December 31, 2023, we factored a total of $544,196 of our accounts receivable in exchange for cash of $253,750. We ceased
factoring of accounts receivable in the first quarter of 2023. The most recent average realization time for accounts receivable was approximately
18 to 24 months from the initial date of service. Typically, a patient will have a series of dates of service over an average of 12 to
16 months.

 Prior to fiscal year 2024, we historically realized
a 49% settlement rate from total gross billed charges. Accordingly, we had historically recognized net healthcare service revenue as 49%
of gross billed amounts. During the year ended December 31, 2024, we underwent efforts to accelerate cash settlement of our accounts receivable
to generate cash flow for operations. We did this by shortening our settlement negotiations with insurance companies and accepting lower
settlement amounts. Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including
reviewing historical reports and new reporting methods as a part of our updated analysis. Based upon this review it was determined that
a 24-month lookback period should be used in the analysis of our historical settlement realization rates. As a result of the new efforts
to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges
during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings. Accordingly, we
recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024. Additionally, with the reduction in our estimate
of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024
in our accounts receivable and revenue.

 We had no investing activities for the years ended
December 31, 2024 and 2023.

 Our
 net cash provided by financing activities was $2,975,727 for the year ended December 31,
 2024, as compared to $2,369,325 for the year ended December 31, 2023. Net cash provided by
 financing activities for the year ended December 31, 2024 consisted of net proceeds from
 the line of credit of $3,433,542, offset by $125,000 paid on a note payable, the payment
 of $120,997 to a director, $105,079 paid on convertible notes payable, $100,000 in dividend
 payments and $6,739 in payments on the Small Business Administration loan described below.
 Net cash provided by financing activities for the year ended December 31, 2023 consisted
 of net proceeds from the line of credit of $2,125,145 and proceeds from convertible notes
 payable of $421,375, offset by repayment of convertible notes payable of $175,000 and repayments
 to directors and officers of $2,195.

 Convertible Notes

 As of December 31, 2024, we had convertible debt
outstanding net of amortized debt discount of $105,000. During the year ended December 31, 2024, we made $105,080 in principal payments
and paid the total outstanding accrued interest on these notes in the amount of $22,781. We also paid $100,000 of accrued interest to
a convertible noteholder. Also, during the year ended December 31, 2024, we converted $680 in accrued interest and $1,000 in conversion
cost into 1,222 shares of common stock. We recognized $1,679 of additional paid-in capital to adjust fair value for the debt settlement
during the year ended December 31, 2024.

 On June 11, 2024, we entered into a settlement
agreement and release of claims with the holder certain notes. Pursuant to the settlement agreement and release of claims, the holder
agreed to cancel such notes in exchange for the fixed amount settlement promissory note in the principal amount of $535,000 described
below. Additionally, during the year ended December 31, 2024, we exchanged certain notes for the issuance of 938,908 shares of series
Y senior convertible preferred stock to the noteholder.

 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. This note is currently in
default and accrues interest at a default interest rate of 20% per annum. On March 30, 2023, we executed an additional tranche under this
note in the principal amount of $25,000. This note is currently in default and accrues interest at a default interest rate of 20% per
annum. On August 11, 2023, we executed an additional tranche under this note in the principal amount of $25,000. This note accrues interest
at a rate of 15% per annum.

 Promissory Note – Settlement Agreement

 On June 11, 2024, we entered into a settlement
agreement and release of claims with the holder of 165 shares of series R convertible preferred stock and certain convertible promissory
notes. Pursuant to the settlement agreement and release of claims, the holder 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 note does not bear interest and requires fixed
payments as follows: (i) if we raise at least $5 million but less than $6 million in our planned underwritten public offering, or the
Offering, then we 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 day, 180 th day, and 240 th day following the closing of the Offering, respectively; (ii)
if we raise at least $6 million but less than $7 million in the Offering, then we 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 we raise at least $7 million in the Offering,
then we must repay the entire principal amount on the closing date of the Offering. As the Offering was not completed by August 15, 2024,
we are 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 we are required to make payments as described
in the schedule above. Notwithstanding the foregoing, if we abandon the Offering and conduct a new public offering thereafter, then we
are 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 note, it shall become immediately
due and payable on such date. We may prepay the entire principal amount at any time without penalty. The note is unsecured and contains
customary events of default for a loan of this type. Upon an event of default, interest would automatically begin to accrue at a simple
interest rate of ten percent per annum.

 This transaction was accounted for as a debt extinguishment
and a gain on settlement of $78,834 was recorded to the consolidated statement of operations for the year ended December 31, 2024, in
accordance with FASB Topic 470 Borrower's Accounting for Debt Modifications. During the year ended December 31, 2024, we
paid $125,000 against the outstanding principal balance. At December 31, 2024, the remaining principal balance was $410,000.

 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, 2024 and the accrued interest was $8,869. We assigned all of our receivables from consumer activations of
the rewards program as collateral on this debenture.

 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, 2024 was $142,916 and $0, respectively.

 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, or DML, to sell, with recourse, Nova's accounts
receivables for a revolving financing up to a maximum advance amount of $4.5 million. A review is performed on a quarterly basis to assess
the adequacy of the maximum amount. If mutually agreed upon by us and DML, the maximum amount may be increased. On April 24, 2024, we
entered into amendment No. 1 with DML which increased the maximum advance amount to $8,000,000 and defined the discount fee equal to 2.25%
per purchase and claims balance forward on new purchases with a minimum fee to now be $10,000. On June 11, 2024, we entered into amendment
No. 2 with DML which further increased the maximum advance amount to $11,000,000. On December 27, 2024, we and Nova entered into amendment
No. 3 with DML which further increased the maximum advance amount to $15,000,000. As of December 31, 2024, we had an outstanding balance
$8,645,991 against the revolving receivable line of credit and accrued interest of $315,031. The unused line of credit balance as of December
31, 2024 was $6,354,009. 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, 2024.

 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 and at an estimated net settlement
realization rate based on gross billed charges. 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.

 At contract inception, 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 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 net revenue 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.

 In determining net revenue to record under ASC
606, we must estimate the transaction price, including estimates of variable consideration in the contract at inception. In order to estimate
variable consideration, we use established billings rates (also described as "gross charges") for the procedures being performed,
however, the 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 that designates relative value units and a suggested range of charges for each procedure
which is then assigned a CPT code. This gross charge 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.
These adjustments are considered variable consideration under ASC 606 and are deducted from the calculated fee to arrive at the net transaction
price. We also estimate changes in the contract price as a result of price concessions, changes to deductibles, co-pays and other contractual
adjustments to determine the eventual settlement amount we expect to receive. We use the term settlement realization in our disclosures
to describe the amount of cash we expect to receive based on our estimate of the transaction price under the expected value method of
ASC 606.

 Where appropriate, we utilize the expected value
method to determine the appropriate amount for estimates of variable consideration, which has been based on a historical 12-month lookback
of our actual settlement realization rates. The estimates of reserves established for variable consideration reflect current contractual
requirements, our historical experience, specific known market events and trends, industry data and forecasted patient data and settlement
patterns. Settlement realization patterns are assessed based on actual settlements and based on expected settlement realization trends
obtained from discussions with attorneys, doctors and our third-party medical billing company. Settlement amounts are negotiated, and
prolonged settlement negotiations are not indicative of a greater likelihood of reduced settlement realization or zero settlement.

 We may accept a lower settlement realization rate
in order to receive faster payment. We obtain information about expected settlement realization trends from discussions with doctors and
attorneys and our third-party medical billing company vendor, which handles settlement claims and negotiations. Settlement amounts are
presented to our third-party medical billing company vendor.

 Settlement rates of 49% or higher based on gross
billed amounts are typically accepted without further negotiation. Proposed settlement rates below 49% are negotiated when possible and
longer negotiations typically result in higher settlement rates. If we accept a lower settlement realization rate in order to receive
payments more quickly, we consider that a price concession and estimate these concessions at contract inception. The various forms of
variable consideration described above included in the transaction price may be constrained and are included in net revenue only to the
extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.
We have not constrained any of our estimates of variable consideration for any of the periods presented.

 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-Personal
Injury Protection, or PIP, services. As described above, 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 and other adjustments based on its historical settlement realization 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.

 We satisfy performance obligations as services
are performed and then billed to the patient. Payment in most cases is made by an attorney for such services to our patients which are
due upon final settlement of patients claims. During the claims process, legal counsel warranties such claim through the letter of protection,
which is sent to us, 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.

 Settlement Rates

 Prior to fiscal year 2024, we historically realized
a 49% settlement rate from total gross billed charges. Accordingly, we had historically recognized net healthcare service revenue as 49%
of gross billed amounts. During the year ended December 31, 2024, we underwent efforts to accelerate cash settlement of our accounts receivable
to generate cash flow for operations. We did this by shortening our settlement negotiations with insurance companies and accepting lower
settlement amounts. Additionally, during the third quarter of 2024, we completed a thorough review of our third-party billing data, including
reviewing historical reports and new reporting methods as a part of our updated analysis. Based upon this review, it was determined that
a 24-month lookback period should be used in the analysis of our historical settlement realization rates. As a result of the new efforts
to accelerate cash settlement during the year ended December 31, 2024, we realized a 44% average settlement rate of our gross billed charges
during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings. Accordingly, we
recorded reductions to net revenue of $1,005,764 for the year ended December 31, 2024. Additionally, with the reduction in our estimate
of our settlement realization rate from 49% to 44%, a $1,650,474 change in accounting estimate was taken during the third quarter of 2024
in our accounts receivable and revenue. We will continue to evaluate our estimate of our settlement realization rates in the future, which
will include a monthly review of our trailing 24-month historical settlement realization rate, along with estimates of current and pending
settlements through ongoing discussions with attorneys, doctors and our third-party medical billing company in order to determine its
variable consideration under ASC 606 and the net transaction price. We will update our settlement realization rate estimate used in determining
our accounts receivable and revenue each quarter based on this review.

 Contract Fees (Non-PIP)

 We have contract fees for amounts earned from
our Non-PIP related procedures, typically car accidents, and are settled on a contingency basis. Prior to April 2023, these cases were
sold to a factor who bears the risk of economic benefit or loss. Generally, the sale of these cases to a third-party factor resulted in
an approximate 54% reduction from the accounts receivables amounts. After selling patient cases to the factor, any additional funds settled
by us were remitted to the factor. 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 our 18 to 24 month settlement realization timeframe, we have an accrued liability resulting from
the settlement of receivables sold to the third-party factors which fluctuates as settlements 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 the net realizable value of accounts receivable. For the year ended
December 31, 2023, we factored a total of $544,196 of our accounts receivable in exchange for cash of $253,750. We ceased factoring of
accounts receivable in the first quarter of 2023.

 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. Accounts receivable consists of amounts
due from attorneys and insurance providers for services provided to patients under the letter of protection. Accounts receivable are recorded
at the expected settlement realization amount, which is less contractual adjustments and an allowance for credit losses. We recognize
an allowance for credit losses for our accounts receivable to present the net amount expected to be collected as of the balance sheet
date. This allowance is determined based on the history of net settlements received, where the net settlement amount is not collected.
No collection can happen 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 our receivable will not
be collected. We monitor outstanding cases as they develop through ongoing discussions with attorneys, doctors and third-party medical
billing company and additionally monitor settlement realization rates over time. Additionally, we consider economic factors and events
or trends expected to affect future collections experience. The no collection history of our customers is considered in future assessments
of collectability as these patterns are established over a longer period. We use the term collection and collection rate in its disclosures
to describe the historical less than 1% occurrence of not collecting under a contract, which aligns with our credit loss accounting under
ASC 326.

 We do not have a significant exposure to credit
losses as we have historically had a less than 1.0% loss rate where we received no settlement amount for our outstanding accounts receivable.
Although possible, claims resulting in zero collection upon settlement are rare based on our historical experience and has historically
been 0.5% to 1.0% of our outstanding accounts receivable, thereby resulting in a collection rate of 99%. We use the loss rate method to
record our allowance for credit losses. We apply the loss rate method by reviewing our zero collection history on a quarterly basis and
updating our estimate of credit losses to adjust for changes in loss data. We typically collect on our accounts receivable between 18
to 24 months after recording. We do not record an allowance for credit losses based on an aging of our accounts receivable as the aging
of our receivables do not influence the credit loss rate due to the nature of our business and the letter of protection. We do not adjust
our receivables for the effects of a significant financing component at contract inception as the timing of variable consideration is
determined by the settlement, which is outside of our control. As of December 31, 2024 and 2023, our allowance for credit losses
was $255,215 and $122,190, respectively. We recognized $266,000 and $122,190 of credit loss expense during the years ended December 30,
2024 and 2023, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statement
of operations. The balance of accounts receivable, net as of January 1, 2023 was $6,603,920. The balance of the allowance for credit losses
was $0 as of January 1, 2023.

 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.
 Goodwill is not amortized but is evaluated for impairment annually or when indicators of
 a potential impairment are present. 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 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 goodwill, if needed, 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 years ended December 31, 2024 and 2023, we determined there
 to be no impairment. We based this decision on impairment testing of the underlying assets,
 expected cash flows, decreased asset value and other factors. The restatement of our previously
 issued consolidated financial statements, which corrects the classification of noncash interest
 expense in the consolidated statements of cash flows from financing activities to operating
 activities, did not constitute a 'triggering event' under our impairment assessment
 procedures, as it did not reflect a change in the Company's operations, market conditions,
 or other circumstances that could indicate the fair value of goodwill may be below its carrying
 amount. Furthermore, even if a quantitative analysis had been performed, the correction would
 not have impacted the valuation models' key inputs, including assumptions and internal
 projections of expected future cash flows and operating plans. Accordingly, the restatement
 had no effect on our goodwill impairment conclusion.

 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. The
 restatement of our previously issued consolidated financial statements, which corrects the
 classification of noncash interest expense in the consolidated statements of cash flows from
 financing activities to operating activities, did not constitute an event or change in circumstances
 under ASC 360 that would trigger a recoverability test, and did not alter the estimated cash
 flows used in such an assessment.

 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,
2024. 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, 2024. 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, 2024, 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 making strategic hiring decisions and providing training to our financial team, and other relevant personnel, on the GAAP accounting guidelines applicable to financial reporting requirements.

 We are implementing proper documentation procedures for key functional areas, control objectives and our workflows.

 We are enhancing our processes, routine and non-routine, to encompass segregation of duties as well as oversight of secondary independent reviews.

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

 We hired external consultants to assist with our assessment and accounting for variable consideration as accounted for under ASC 606 and our credit loss expense as accounted for under ASC 326.

 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

 In connection with the preparation of our financial
statements for the quarter ended June 30, 2025, management identified a classification error in the presentation of noncash interest
expense within the consolidated statements of cash flows, which resulted in the restatement of certain prior-period financial statements
presented in this Form 10-K/A. While this classification error did not result in a material weakness in internal control over financial
reporting, we have enhanced our review procedures for the statement of cash flows, including additional cross-checks between the disclosure
checklist, supporting schedules, and the general ledger.

 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 2024 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 2024 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 2024.

 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 of Directors

 Alex Cunningham

 Chief Executive Officer, President and Director

 Matthew T. Shafer

 Senior Vice President and Chief Financial Officer

 Gillard B. Johnson, III

 Cathy Pennington

 L. Jack Staley

 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.

 Gillard
B. Johnson, III. Mr. Johnson has served as a member of our board of directors since April 2024.
Mr. Johnson has more than 47 years of experience in experience in public financings as a bond counsel, underwriter's counsel, issuer's
counsel, and trustee's counsel, as well as mergers, acquisitions, tax-free reorganizations, commercial/corporate litigation. Since
1978, Mr. Johnson has practiced law as a member of several firms. Since 2007, he has been the managing member and owner of GBJ & Associates,
PLLC, where he provides legal services to Kentucky's counties, cities, taxing districts, and not-for-profit organizations in public
and private financing of public and economic development projects. He previously worked at McBrayer, McGinnis, Leslie & Kirkland,
Bowling, Johnson & Lycan (where he was Managing Member), Steptoe & Johnson PLLC and McNair Law Firm PA. Mr. Johnson was a law
clerk for Chief Judge William Drennon from 1972 to 1973 with U.S. Tax Court and served as tax attorney with Ashland Oil, Inc. from 1973
to 1979. Mr. Johnson is a licensed member of the Kentucky Bar Association, Supreme Court of United States of America, U.S. Second, Sixth,
and Ninth Circuit Court of Appeal, U.S. District Court for the Eastern and Western Districts of Kentucky, U.S. Bankruptcy Court for the
Eastern District of Kentucky, U.S. Tax Court, and a Member National Association of Bond Lawyers. Mr. Johnson is a graduate of Western
Kentucky University, where he is a former member of the Board of Regents from 2013-2019, serving as the Board's Chair, Vice-Chair,
and Chair of the University's Finance and Budget Committee. Mr. Johnson is a graduate of the University of Louisville Brandis School
of Law earning a J.D., cum laude degree. We believe Mr. Johnson is well suited to serve as a director because of his extensive experience
working with public companies and assisting with their financings.

 Cathy
Pennington. Ms. Pennington has served as a member of our board of directors since April 2024.
Ms. Pennington has more than 30 years of experience in human resources, sales and executive management, mergers and acquisitions, and
team leadership for both national and international based public companies. Since February 2019, she has been the HR leader at Hyster-Yale
Group, which designs, engineers, manufactures, sells, and services a comprehensive line of lift trucks and aftermarket parts marketed
globally. From March of 2013 to June 2018, Ms. Pennington served as senior director at Galls, LLC the largest public safety uniform and
equipment distributor in the United States, where she led a national team responsible for development and execution of all human resource,
training, and payroll services. She has also served as vice president of human resources for Verst Group Logistics from 2008 to 2015.
Ms. Pennington served as global business manager in sales management for Lexmark International from 1999 to 2006. She also previously
served in human resource management for Valvoline Corporate and Valvoline Instant Oil Change for Ashland, Inc. and worked for the Marathon-Ashland
joint venture. Ms. Pennington received her BA Degree concentration in Human Resource Management from the University of Kentucky. We believe
Ms. Pennington is well suited to serve as a director because of her global business management experience and experience in human resources
and acquisitions.

 L.
Jack Staley. Mr. Staley has served as a member of our board of directors since April 2024.
Mr. Staley has more than 35 years of experience in the banking, financial services, and investment banking industries, leveraging extensive
global experience with banking regulators in international companies. Since May 2020, he has been the board chairman and capital acquisition
advisor at AlgiSys, LLC, an ESG company working on the production of fish oil without using fish. He also serves as an independent consultant
to the chief executive officers of Clear It, an early-stage medical device company in Boston, and Tolomeo Bank, a bank located in Puerto
Rico focused exclusively on private banking for international clients. Since January 2020, Mr. Staley has also consulted with Axial Family
Advisors and Maclendon Wealth Management regarding potential acquisitions. He serves as a board member of Tufts Medical Center, Prescribers
Choice, vice chairman of The Children's Diagnostic and Treatment Center, a private equity board member of two companies, and other
charity boards. Prior to his current corporate roles, Mr. Staley served as chairman of SGS AG Wealth Management Company, Zurich, a financial
planning and wealth management group comprised of professional financial consultants. Mr. Staley has also served as executive director
of Prudential Financial and Dryden Wealth Management, Zurich and London and Asia, general manager of Bankers Trust New York Corporation,
Zurich, The Boston Company in Boston and London and Chase-Lincoln First Bank. Mr. Staley holds an MBA in Finance from Wharton School,
University of Pennsylvania and a BA in Economics and Political Science from Gettysburg College. Mr. Staley holds professional including
US securities licenses 3, 7, 63, 7,8, (now the 24). We believe Mr. Staley is well suited to serve as a director because of his previous
experience as business executive and a board member and in banking, financial services, investment banking and medical industries.

 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, 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.

 Corporate Governance

 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 is delegated to committees, which
will meet regularly and report back to the full board. We have established a standing audit committee, compensation committee and nominating
and corporate governance committee of our board of directors. 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 risks associated with
management decisions and strategic direction.

 Independent Directors

 Our board of directors has determined that all
of our directors, other than Messrs. Thompson and Cunningham, qualify as "independent" directors in accordance with the rules
and regulations of The Nasdaq Stock Market, or Nasdaq.

 Committees of the Board of Directors

 We have established a standing audit committee,
compensation committee and nominating and corporate governance committee of our board of directors, each with its own charter approved
by the board. In addition, our board of directors may, from time to time, designate one or more additional committees, which shall have
the duties and powers granted to it by our board of directors.

 Audit Committee

 Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the "independence" requirements of Rule 10A-3 under the Exchange Act, have been
appointed to serve on our audit committee, with Mr. Johnson serving as the chair. Mr. Johnson qualifies as "audit committee financial
expert." The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements
of our company.

 The audit committee is responsible for, among
other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of
our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and
regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit
and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing
with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls;
(vii) reviewing hedging transactions; (viii) reviewing and approving related party transactions; (ix) evaluating enterprise risk issues,
including those related to cybersecurity, and (x) reviewing and assessing annually the audit committee's performance and the adequacy
of its charter.

 Compensation Committee

 Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the "independence" requirements of Rule 10A-3 under the Exchange Act, have been
appointed to serve on our compensation committee, with Mr. Staley serving as the chair. The members of the compensation committee will
also be "non-employee directors" within the meaning of Section 16 of the Exchange Act. The compensation committee assists
the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive
officers.

 The compensation committee is responsible for,
among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) determining the compensation of our independent
directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and
(iv) reviewing and assessing annually the compensation committee's performance and the adequacy of its charter.

 Nominating and Corporate Governance Committee

 Gillard B. Johnson, III, Cathy Pennington and
L. Jack Staley, each of whom satisfies the "independence" requirements of Rule 10A-3 under the Exchange Act, have been
appointed to serve on our nominating and corporate governance committee, with Ms. Pennington serving as the chair. The nominating and
corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining
the composition of the board and its committees.

 The nominating and corporate governance committee
is responsible for, among other things: (i) recommending the number of directors to comprise our board; (ii) identifying and evaluating
individuals qualified to become members of the board and soliciting recommendations for director nominees from our Chief Executive Officer
and Board Chair; (iii) recommending to the board the director nominees for each annual stockholders' meeting; (iv) recommending
to the board the candidates for filling vacancies that may occur between annual stockholders' meetings; (v) reviewing independent
director compensation and board processes, self-evaluations and policies; (vi) overseeing compliance with our code of ethics; and (vii)
monitoring developments in the law and practice of corporate governance.

 The nominating and corporate governance committee's
methods for identifying candidates for election to our board of directors (other than those proposed by our stockholders, as discussed
below) include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives,
individuals personally known to the members of our board of directors, and other research. The nominating and corporate governance committee
may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.

 In making director recommendations, the nominating
and corporate governance committee may consider some or all of the following factors: (i) the candidate's judgment, skill, experience
with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the
interplay of the candidate's experience with the experience of other board members; (iii) the extent to which the candidate would
be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair
his or her independence; and (v) the candidate's ability to contribute to the effective management of our company, taking into account
the needs of our company and such factors as the individual's experience, perspective, skills and knowledge of the industry in which
we operate.

 A stockholder may nominate one or more persons
for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information provisions
contained in our amended and restated bylaws. Such notice must be in writing to our company not less than 90 days and not more than
120 days prior to the anniversary date of the preceding year's annual meeting of stockholders or as otherwise required by requirements
of the Exchange Act. In addition, stockholders furnishing such notice must be a holder of record on both (i) the date of delivering
such notice and (ii) the record date for the determination of stockholders entitled to vote at such meeting.

 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 most of the reports were not timely filed for the year ended December 31, 2024. All of
the delinquent reports were recently filed.

 ITEM 11.

 EXECUTIVE COMPENSATION.

 Summary Compensation Table - Years Ended December 31, 2024 and 2023

 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.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($) (1)

 Total

 ($)

 Alex Cunningham, Chief Executive Officer

 2024

 360,000

 200,000

 280,000

 840,000

 2023

 360,000

 250,000

 –

 610,000

 Daniel Thompson, Chairman of the Board

 2024

 360,000

 200,000

 280,000

 840,000

 2023

 360,000

 250,000

 –

 610,000

 Matthew T. Shafer, Chief Financial Officer

 2024

 228,000

 57,000

 22,400

 307,400

 2023

 –

 –

 –

 –

 (1)

 The amount is equal to the aggregate grant-date fair value with respect to the awards, computed in accordance with ASC Topic 718.

 Employment Agreements

 Effective January 1, 2025, 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 is entitled to an initial base salary of $885,000 per year and is eligible for an
annual bonus. The base salary shall be increased by a minimum of 10% per year beginning on January 1, 2026. Mr. Cunningham's base
salary shall be automatically and permanently increased by $100,000 upon the successful acquisition of certain companies in 2025. His
base salary will also be automatically and permanently increased by $100,000 following our successful listing on Nasdaq and a corresponding
$4 million dollar capital raise beginning the month after the uplisting and commensurate close of the equity raise. Mr. Cunningham is
entitled to a one-time performance bonus of $100,000 following our successful listing on Nasdaq with a corresponding $4 million dollar
capital raise. Mr. Cunningham shall also earn a one-time performance bonus of $100,000 following each future successful acquisition. In
the event that we are unable to pay his base salary or bonus in dollars, a portion of, or all compensation due to Mr. Cunningham, may
be converted to a promissory note bearing an annual interest rate of 5.00% with interest to be paid quarterly. In addition, effective
as of January 1, 2025, all past due amounts owed to Mr. Cunningham shall earn interest at a rate of 5% with interest paid quarterly. Mr.
Cunningham is eligible to participate in and receive equity incentive compensation as may be granted by the board pursuant to our equity
incentive plans. The term of the employment agreement is from January 1, 2025 to December 31, 2029 with automatic extensions for additional
successive one (1) year renewals terms unless terminated by us or Mr. Cunningham upon at least three (3) months' notice. The employment
agreement may be terminated by us immediately for cause (as such term is defined in the employment agreement), in which case Mr. Cunningham
would be entitled to receive payment of any accrued payments due and outstanding. The employment agreement may also be terminated by us
without cause or by Mr. Cunningham for good reason (as defined in the employment agreement) upon ninety (90) days' notice, in which
case Mr. Cunningham would be entitled to (i) all accrued payments outstanding, (ii) a separation allowance equal to three (3) times the
sum of the base salary and the target bonus (as defined in the employment agreement), payable in equal installments over a twelve (12)
month period, (iii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the
termination date, (iv) a pro rata annual incentive bonus if termination occurs prior to the end of any fiscal year, (v) payment of benefits
until the earlier of twelve (12) months after termination or receipt of comparable benefits from subsequent employment, and (vi) all then-outstanding
equity awards in any equity incentive plans. Mr. Cunningham will also be entitled to the compensation described in the preceding sentence
in the event of termination of employment without cause or for good reason following a change-in-control of our company (as defined in
the employment agreement); provided that the payment of benefits in this case shall be until the earlier of twenty-four (24) months after
termination or receipt of comparable benefits from subsequent employment. The employment agreement contains customary confidentiality
provisions and 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, which was amended January 1, 2025, pursuant to which Mr. Thompson agreed to serve as Chairman of the Board.
Pursuant to the employment agreement, Mr. Thompson is entitled to a base salary of $360,000 per year through 2024 and $700,000 for calendar
year 2025. Mr. Thompson is eligible for an incentive annual bonus, for a one-time performance bonus of $200,000 following our successful
listing on Nasdaq with a corresponding $4 million dollar capital raise and for a one-time performance bonus of $250,000 upon the successful
closing of any acquisition in 2025. Through calendar year 2024, Mr. Thompson was also eligible to receive compensation in shares of preferred
stock in the event that we were unable to pay his base salary in dollars. For calendar year 2025, in the event that we are unable to pay
his base salary or bonus in dollars, a portion of, or all compensation due to Mr. Thompson may be converted to a promissory note bearing
an annual interest rate of 5.00% with interest to be paid quarterly. In addition, effective as of January 1, 2025, all past due amounts
owed to Mr. Thompson shall earn interest at a rate of 5% with interest paid quarterly. The term of the employment agreement is from July
15, 2020 to December 31, 2025, which is the expected retirement date for Mr. Thompson. Following his retirement Mr. Thompson is eligible
to receive annual compensation to be paid in accordance with our normal payroll practices over a three (3) year term as follows: $700,000
for 2026; $400,000 for 2024; and $250,000 for 2028. 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 (24) 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.

 Retirement and Healthcare Benefits

 We have not maintained, and do not currently maintain,
a defined benefit pension plan or a nonqualified deferred compensation plan. During 2024 we established a tax qualified 401(k) plan for
our employees, including the named executive officers. We currently do not contribute to this plan.

 Our named executive officers are eligible to participate
in the same medical, life and disability insurance programs and other welfare plans as the rest of our employees.

 Potential Payments Upon Termination or Change
in Control

 As described under "—Employment Agreements"
above, Messrs. Cunningham, Thompson, and Shafer, are entitled severance if their employment is terminated without cause or for good reason.

 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, 2024.

 Director Compensation

 The table below sets forth the compensation paid
to our independent directors during the fiscal year ended December 31, 2024.

 Name

 Fees Earned or Paid in Cash

($)

 Stock

 Awards

 ($) (1)

 Total

($)

 Gillard B. Johnson, III

 20,000

 65,000

 78,500

 Cathy Pennington

 20,000

 65,000

 78,500

 L. Jack Staley

 20,000

 65,000

 78,500

 (1)
 The amount is equal to the aggregate grant-date fair value with respect to the awards, computed in accordance
with ASC Topic 718.

 Effective as of April 1, 2024, we have entered
into independent director agreements with each of our independent directors, Gillard B. Johnson, III, Cathy Pennington and L. Jack Staley,
pursuant to which we agreed to pay to each independent director (i) an annual fee of $20,000 for the first year of service, which will
increase to $40,000 commencing in the second year of service, which annual fee will be paid quarterly, and (ii) an attendance fee of $2,500
for each in person board meeting attended and $1,000 for each virtual board meeting attended. Upon appointment, we also issued 10,000
shares of common stock to each independent director and we have also agreed to grant to each independent director 5,000 shares of restricted
stock under our 2024 Equity Incentive Plan for the first year of service and each subsequent year of service, which shares will vest in
four (4) quarterly installments, subject to the director's continuing service on the board. To the extent services require out-of-town
travel, we have agreed to reimburse each independent director up to $1,000 per trip. We also agreed to reimburse each independent director
for pre-approved reasonable business-related expenses incurred in good faith in connection with the performance of the director's
duties.

 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. As of December
31, 2024, pursuant to the Plan, the maximum number of shares of our common stock that could be issued to participants under the Plan was
originally 2,000,000 (subject to adjustment for certain corporate changes affecting the common stock, such as stock splits); provided
that 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. On January 1, 2025, the number of shares increased to 2,765,023.

 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.

 Security Ownership of Certain Beneficial Owners
and Management

 The following table sets forth certain information
regarding beneficial ownership of our voting stock as of March 12, 2025 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 outstanding
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)

 43,441,295

 41.28%

 Alex Cunningham, Chief Executive Officer and Director (4)

 45,630,168

 43.36%

 Matthew T. Shafer, Chief Financial Officer (5)

 *

 Gillard B. Johnson, III, Director

 10,000

 *

 Cathy Pennington, Director

 10,000

 *

 L. Jack Staley, Director

 10,000

 *

 All executive officers and directors (6 persons above)

 89,126,463

 84.69%

 * Less than 1%

 (1)

 Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of March 12, 2025 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

 (2)

 Percentage of total voting stock represents total ownership with respect to all shares of our voting stock, which includes our common stock, series A preferred stock, series B preferred stock, series C preferred stock, series E preferred stock, series I preferred stock and series L preferred stock, voting as a single class. As of March 12, 2025, there were 15,325,775 shares of common stock, 2 shares of series A preferred stock, 1,269,717 shares of series B preferred stock, 74 shares of series C preferred stock, 175,375 shares of series E preferred stock, 10,466,592 shares of series I preferred stock and 319,493 shares of series L 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 17,355,850 votes as of March 12, 2025). Each share of series B preferred stock, series C preferred stock, series E 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.

 (3)

 Includes (i) 1,000,337 shares of common stock held directly, (ii) 36,128 shares of common stock held by the 2007 Thompson Family Trust, (iii) 1 share of series A preferred stock held directly, (iv) 375,000 shares of series B preferred stock held directly, (v) 24 shares of series C preferred stock held directly, (vi) 50,000 shares of series E preferred stock held directly and (vii) 4,791,796 shares of series I preferred stock held directly.

 (4)

 Includes (i) 1,022,838 shares of common stock, (ii) 1 share of series A preferred stock, (iii) 375,000 shares of series B preferred stock, (iv) 24 shares of series C preferred stock, (v) 50,000 shares of series E preferred stock and (vi) 5,232,296 shares of series I preferred stock.

 (5)

 Represents 5,000 shares of series I preferred stock.

 Changes in Control

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

 Securities Authorized for Issuance Under Equity
Compensation Plans

 The following table sets forth certain information
about the securities authorized for issuance under our incentive plans as of December 31, 2024.

 Plan Category

 Number of securities to be issued upon exercise
 of outstanding options, warrants and rights

 (a)

 Weighted-average exercise price of outstanding
 options, warrants and rights

 (b)

 Number of securities remaining available for
 future issuance under equity compensation plans (excluding securities reflected in column (a))

 (c)

 Equity compensation plans approved by security holders

 –

 –

 2,000,000

 Equity compensation plans not approved by security holders

 –

 –

 –

 Total

 –

 –

 2,000,000

 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 2023 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, we owed the Chairman $120,997,
which was repaid in full during the year ended December 31, 2024.

 Director Independence

 Our board of directors has determined that all
of our directors, other than Messrs. Thompson and Cunningham, qualify as "independent" directors in accordance with the rules
and regulations of Nasdaq.

 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, 2024 and 2023. Fees include those paid to GBQ Partners,
LLC and Grassi & Co., CPAs, P.C. for audit fees.

 Year Ended December 31,

 2024

 2023

 Audit Fees*

 $
 180,628

 $
 154,125

 Audit-Related Fees

 2,569

 12,844

 Tax Fees

 6,950

 6,850

 All Other Audit Fees

 59,081

 –

 TOTAL

 $
 249,228

 $
 173,819

 *Certain amounts have been recategorized from
2024 into 2023 in order to reflect the period they relate to.

 "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 our external tax 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

 Our audit committee charter provides that the
audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting
firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally
be requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of the four categories
of services listed above. The audit committee may also, on a case-by-case basis, pre-approve particular services that are not contained
in the annual pre-approval request. In connection with this pre-approval policy, the audit committee also considers whether the categories
of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight
Board. The audit committee has pre-approved all services performed since our policy on pre-approval of audit and non-audit services was
adopted and pre-approved the audit service performed by GBQ Partners, LLC for our financial statements as of and for the year ended December
31, 2024.

 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 1808)

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

 Consolidated Balance Sheets as of December 31, 2024 and 2023 (Restated)

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity (Deficiency) for the Years Ended December 31, 2024 and 2023 (Restated)

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (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.

 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

 Certificate of Amendment to Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 10, 2024)

 3.3

 Certificate 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)

 3.4

 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)

 3.5

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

 3.6

 Certificate of Amendment to Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed on December 4, 2024)

 Exhibit No.

 3.7

 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)

 3.8

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

 3.9

 Certificate of Amendment to Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K filed on December 4, 2024)

 3.10

 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)

 3.11

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

 3.12

 Certificate of Amendment to Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10-K filed on December 4, 2024)

 3.13

 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)

 3.14

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

 3.15

 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)

 3.16

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

 3.17

 Certificate of Amendment to Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K filed on December 4, 2024)

 3.18

 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)

 3.19

 Certificate of Correction of Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.16 to Annual Report on Form 10-K filed on March 27, 2024)

 3.20

 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)

 3.21

 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)

 3.22

 Certificate of Designation of Series Y Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2024)

 3.23

 Certificate of Amendment to Certificate of Designation of Series Y Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Annual Report on Form 10-K filed on December 4, 2024)

 3.24

 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

 of Securities of Cardiff Lexington Corporation (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed
 on March 14, 2025)

 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)

 Exhibit No.

 10.2

 Fixed Amount Settlement Promissory Note issued by Cardiff Lexington Corporation to GHS Investments, LLC on June 11, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 11, 2024)

 10.3

 Securities Exchange Agreement, dated May 13, 2024, between Cardiff Lexington Corporation and Leonite Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 14, 2024)

 10.4

 Security and Pledge Agreement, dated May 13, 2024, among Cardiff Lexington Corporation, Nova Ortho and Spine, LLC, Edge View Properties, Inc. and Leonite Capital LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 14, 2024)

 10.5

 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)

 10.6

 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)

 10.7

 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

 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)

 10.12

 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)

 10.13

 Employment
 Agreement, dated January 1, 2025, between the Cardiff Lexington Corporation and Alex Cunningham (incorporated by reference to
 Exhibit 4.1 to the Annual Report on Form 10-K filed on March 14, 2025)

 10.14

 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)

 10.15

 Addendum
 to Employment Agreement, dated January 1, 2025, between Cardiff Lexington Corporation and Daniel Thompson (incorporated by reference
 to Exhibit 10.15 to the Annual Report on Form 10-K filed on March 14, 2025)

 10.16

 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)

 10.17

 Form of Independent Director Agreement between Cardiff Lexington Corporation independent directors (incorporated by reference to Exhibit 10.21 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on April 5, 2024)

 10.18

 Form of Indemnification Agreement between Cardiff Lexington Corporation directors and officers (incorporated by reference to Exhibit 10.22 to Amendment No. 3 to the Registration Statement on Form S-1/A filed on April 5, 2024)

 10.19

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

 10.20

 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)

 10.21

 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)

 Exhibit No.

 10.22

 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 GBQ Partners, LLC

 23.2*

 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

 97.1

 Clawback Policy

 101*

 104*

 __________

 *

 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 1808)

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

 Consolidated Balance Sheets as of December 31, 2024 and 2023 (Restated)

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated
 Statements of Stockholders' Equity (Deficiency) for the Years Ended December 31, 2024 (Restated) and 2023 (Restated)

 Consolidated
 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (Restated)

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Stockholders and Board of Directors

 Cardiff Lexington Corporation

 Las Vegas, Nevada

 Opinion on the Consolidated
Financial Statements

 We have audited the accompanying
consolidated balance sheet of Cardiff Lexington Corporation (the "Company") as of December 31, 2024, the related consolidated
statements of operations, stockholders' equity (deficiency), and cash flows for the year then ended, and the related notes (collectively
referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows
for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 We also have audited the adjustments
to the 2023 information in Note 16 to retrospectively apply the change in accounting (resulting from the adoption of Accounting Standards
Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures), as described in Note 1. In
our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures
to the 2023 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express
an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

 Restatement of Consolidated
Financial Statements

 As discussed in Note 2 to
the consolidated financial statements, the Company's consolidated financial statements for the year ended December 31, 2024 have
been restated to correct certain misstatements.

 Continuation as a Going Concern

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

 Basis for Opinion

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

 We conducted our audit 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 audit 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 audit 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 audit 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 audit provides
a reasonable basis for our opinion.

 F- 2

 Critical Audit Matter

 The critical audit matter communicated below is
a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated
to the audit committee and that: (1) relates 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
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Estimates of Variable Consideration Related to Healthcare Revenue

 Description of the Matter

 As described in the notes to the consolidated
financial statements, the Company recognizes revenue, net that includes estimates of variable consideration. For the year ended December
31, 2024, the Company recorded healthcare revenue, net of $8.3 million. The components of variable consideration include (a) settlement
discounts relative to gross billings for procedures performed, and (b) price concessions to generate settlements and cash inflows. These
estimates take into consideration established billing rates (gross charges); historical collection rates, including established charges
per procedure with guidance from the annually updated Current Procedural Terminology ("CPT") guidelines that designates relative
value units and a suggested range of charges for each procedure which is then assigned a CPT code, modifiers recognized by each insurance
carrier for services, less deductible, co-pay, and contractual adjustments, as well as current settlement realization rates with payors
based on discussions with doctors and attorneys and the third-party medical billing company vendor.

 Auditing management's estimates for variable consideration
required subjective auditor judgment and evaluation of the reasonableness of significant assumptions used in developing the estimates
as detailed above, as well as the inputs and related calculations related to current contracts.

 How We Addressed the Matter in Our Audit

 We obtained an understanding and evaluated the
design of internal controls over the Company's calculations to estimate variable consideration, including management's assessment of the
assumptions and data underlying the reserve calculation.

 Our substantive audit procedures included, among
others, (i) testing management's process for developing the estimates of variable consideration, (ii) testing the completeness and
accuracy of underlying data used in the method on a sample basis, and (iii) evaluating the reasonableness of management's significant
assumption related to the period of historical experience. Evaluating the reasonableness of the assumption related to the period of historical
experience involved considering the historical relationships of revenue recognized and subsequently collected, and whether this assumption
was consistent with evidence obtained in other areas of the audit. Further, we evaluated the appropriateness of classification and disclosure
of the Company's reserves for variable consideration in the consolidated financial statements.

 /s/ GBQ Partners, LLC

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

 Columbus, Ohio

 March 14, 2025, except for Note 2, as to which
date is August 19, 2025

 F- 3

 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 sheet
of Cardiff of Lexington Corporation and Subsidiaries (the "Company") as of December 31, 2023, and the related consolidated
statements of operations, stockholders' equity (deficiency), and cash flows for the year 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 the results of its operations and
its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 We were not engaged to audit, review, or apply
any procedures to the adjustments to retrospectively apply the change in accounting due to the adoption of ASU No. 2023-07, Segment
Reporting discussed in Note 16 to the financial statements, and accordingly, we do not express an opinion or any form of assurance
about whether such adjustments are appropriate or properly applied. The adjustments were audited by other auditors.

 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 year ended December 31, 2023 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.

 F- 4

 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.

 /s/ Grassi & Co., CPAs, P.C.

 We have served as the Company's auditor from 2022 until 2024.

 Jericho, New York

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

 F- 5

 CONSOLIDATED BALANCE SHEETS

 AS OF DECEMBER 31, 2024 AND 2023

 2024

 2023
 (Restated)

 ASSETS

 Current assets

 Cash

 $
 1,188,185

 $

 Accounts receivable-net

 15,934,490

 13,305,254

 Prepaid and other current assets

 89,901

 5,000

 Total current assets

 17,212,576

 14,177,197

 Property and equipment, net

 21,198

 34,661

 Land

 540,000

 540,000

 Goodwill

 5,666,608

 5,666,608

 Right of use – assets, net

 406,950

 289,062

 Due from related party

 4,979

 4,979

 Other assets

 73,368

 33,304

 Total assets

 $
 23,925,679

 $
 20,745,811

 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable and accrued expense

 $
 1,379,760

 $
 2,047,131

 Accrued expenses - related parties

 4,553,057

 4,733,057

 Accrued interest

 429,200

 620,963

 Right of use – lease liabilities

 223,330

 157,669

 Due to director and officer

 –

 120,997

 Notes payable – current portion

 312,180

 15,977

 Line of credit

 8,645,991

 2,120,100

 Convertible notes payable, net of debt discounts of $ 0 and $ 24,821, respectively

 3,807,030

 Net liabilities of discontinued operations

 238,285

 237,643

 Total current liabilities

 15,886,803

 13,860,567

 Other liabilities

 Notes payable

 251,725

 144,666

 Operating lease liability – long term

 185,877

 119,056

 Total liabilities

 16,324,405

 14,124,289

 Mezzanine equity

 Redeemable Series N Senior Convertible Preferred Stock - 3,000,000
 shares authorized, $0.001 par value, stated value $ 4.00, 921,636
 and 868,056
 shares issued and outstanding at December 31, 2024 and 2023, respectively

 3,339,317

 3,891,439

 Redeemable Series R Senior Convertible Preferred Stock - 5,000 shares authorized, $0.001 par value, stated value of $ 1,200, 0 and 165 shares issued and outstanding at December 31, 2024 and 2023, respectively

 –

 307,980

 Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $ 4.00 par value; 397,464 and 375,000 shares issued and outstanding at December 31, 2024 and 2023

 1,576,788

 1,690,685

 Total Mezzanine Equity

 4,916,105

 5,890,104

 Stockholders' equity

 Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $ 4.00, 1,279,867 and 2,139,478 shares issued and outstanding at December 31, 2024 and 2023, respectively

 5,119,468

 8,557,912

 Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $ 4.00, 74 and 123 shares issued and outstanding at December 31, 2024 and 2023, respectively

 Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 175,375 and 155,750 shares issued and outstanding at December 31, 2024 and 2023, respectively

 701,500

 623,000

 Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $ 4.00, 3,875 and 35,752 shares issued and outstanding at December 31, 2024 and 2023, respectively

 15,500

 143,008

 Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 10,469,092 and 14,885,000 issued and outstanding at December 31, 2024 and 2023, respectively

 41,876,368

 59,540,000

 Series J Preferred Stock - 2,000,000 shares authorized, $0.001 par value, stated value $ 4.00, 0 and 1,713,584 shares issued and outstanding at December 31, 2024 and 2023, respectively

 –

 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, 2024 and 2023

 1,277,972

 1,277,972

 Series Y Senior Convertible Preferred Stock – 1,250,000 shares authorized, $0.001 par value, stated value $ 4.00, 979,125 and 0 shares issued and outstanding at December 31, 2024 and 2023, respectively

 3,916,500

 –

 Common Stock; 300,000,000 shares authorized, $ 0.001 par value; 15,300,475 and 25,121 shares issued and outstanding at December 31, 2024 and 2023, respectively

 15,300

 Additional paid-in capital

 22,711,350

 ( 7,581,212
)

 Accumulated deficit

 ( 72,949,085
)

 ( 68,684,115
)

 Total stockholders' equity

 2,685,169

 731,418

 Total liabilities, mezzanine equity and stockholders' equity

 $
 23,925,679

 $
 20,745,811

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

 F- 6

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023

 REVENUE

 $
 8,270,126

 $
 11,853,266

 COST OF SALES

 3,841,628

 3,560,624

 GROSS PROFIT

 4,428,498

 8,292,642

 OPERATING EXPENSES

 Depreciation expense

 13,461

 20,777

 Share based compensation

 544,725

 –

 Selling, general and administrative

 4,063,816

 3,076,820

 Total operating expenses

 4,622,002

 3,097,597

 (LOSS) INCOME FROM CONTINUING OPERATIONS

 ( 193,504
)

 5,195,045

 OTHER (EXPENSE) INCOME

 Other expense

 ( 5,362
)

 ( 49,795
)

 Gain on debt refinance and forgiveness

 78,834

 115,448

 Penalties and fees

 ( 1,330
)

 ( 53,000
)

 Interest expense

 ( 3,045,504
)

 ( 1,956,266
)

 Amortization of notes payable discount

 ( 24,821
)

 ( 136,518
)

 Total other expenses

 ( 2,998,183
)

 ( 2,080,131
)

 NET (LOSS) INCOME BEFORE DISCONTINUED OPERATIONS

 ( 3,191,687
)

 3,114,914

 LOSS FROM DISCONTINUED OPERATIONS

 ( 111,312
)

 ( 86,520
)

 NET (LOSS) INCOME FOR THE YEAR

 $
 ( 3,302,999
)

 $

 PREFERRED STOCK DIVIDENDS

 ( 962,169
)

 ( 780,074
)

 NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 ( 4,265,168
)

 $
 2,248,320

 BASIC (LOSS) EARNINGS PER SHARE

 CONTINUING OPERATIONS

 $
 ( 0.37
)

 $
 155.66

 DISCONTINUED OPERATIONS

 $
 ( 0.01
)

 $
 ( 5.99
)

 DILUTED (LOSS) EARNINGS PER SHARE

 CONTINUING OPERATIONS

 $
 ( 0.37
)

 $
 149.88

 DISCONTINUED OPERATIONS

 $
 ( 0.01
)

 $
 ( 5.99
)

 WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC *

 11,442,631

 14,444

 WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED

 11,442,631

 15,001

 *

 Shares outstanding for prior periods have been restated for the
 1-for-75,000 reverse stock split effective January 9, 2024.

 The accompanying notes are an integral part
of these consolidated financial statement

 F- 7

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY (DEFICIENCY)

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND
2023 (RESTATED)

 Preferred Stock
 Series A, I and Y

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

 Preferred Stock Series C

 Additional Paid-In

 Accumulated

 Total Stockholders'

 Shares

 Shares

 Shares

 Shares

 Capital

 Deficit

 Equity

 Balance, December 31, 2022 (Restated)

 14,885,002

 $
 59,540,000

 4,350,907

 $
 17,403,628

 $

 12,053

 $

 $
 ( 7,756,488
)

 $
 ( 70,932,435
)

 $
 ( 1,744,791
)

 Issuance of preferred stock series B

 –

 –

 8,150

 32,600

 –

 –

 –

 –

 ( 7,600
)

 –

 Issuance of preferred stock series E

 –

 –

 5,000

 20,000

 –

 –

 –

 –

 ( 20,000
)

 –

 –

 Conversion of convertible notes payable

 –

 –

 –

 –

 –

 –

 13,068

 202,876

 –

 202,889

 Preferred stock Dividends

 –

 –

 –

 –

 –

 –

 –

 –

 –

 ( 780,074
)

 ( 780,074
)

 Net income

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December 31, 2023 (restated)

 14,885,002

 $
 59,540,000

 4,364,057

 $
 17,456,228

 $

 25,121

 $

 $
 ( 7,581,212
)

 $
 ( 68,684,115
)

 $
 731,418

 Conversion of convertible notes payable

 –

 –

 –

 –

 –

 –

 1,222

 1,679

 –

 1,680

 Conversion of series B preferred stock

 –

 –

 ( 1,609,611
)

 ( 6,438,444
)

 –

 –

 3,219,222

 3,219

 6,435,225

 –

 –

 Conversion of series C preferred stock

 –

 –

 –

 –

 ( 96
)

 ( 384
)

 960,000

 $
 ( 576
)

 –

 –

 Conversion of series E preferred stock

 –

 –

 ( 80,375
)

 ( 321,500
)

 –

 –

 160,750

 321,339

 –

 –

 Conversion of series F-1 preferred stock

 –

 –

 ( 31,877
)

 ( 127,508
)

 –

 –

 63,754

 127,444

 –

 –

 Conversion of series I preferred stock

 ( 3,527,000
)

 ( 14,108,000
)

 –

 –

 –

 –

 7,054,000

 7,054

 14,100,946

 –

 –

 Conversion of series J preferred stock

 –

 –

 ( 1,713,584
)

 ( 6,854,336
)

 –

 –

 3,427,168

 3,427

 6,850,909

 –

 –

 Issuance of series I preferred stock to officers

 132,500

 530,000

 –

 –

 –

 –

 –

 –

 63,600

 –

 593,600

 Issuance of series Y preferred stock

 979,125

 3,916,500

 –

 –

 –

 –

 –

 –

 –

 –

 3,916,500

 Exchange of series I for series B, C and E

 ( 1,021,408
)

 ( 4,085,632
)

 850,000

 3,400,000

 –

 –

 685,436

 –

 –

 Cancellation of series C preferred stock

 –

 –

 –

 –

 ( 2
)

 ( 8
)

 –

 –

 –

 –

 Common stock issued for services

 –

 –

 –

 –

 –

 –

 13,000

 28,112

 –

 28,125

 Common stock issued to board members

 –

 –

 –

 –

 –

 –

 30,000

 194,970

 –

 195,000

 Common stock issued in Red Rock settlement

 –

 –

 –

 –

 –

 –

 37,104

 111,275

 –

 111,312

 Common stock issued in legal settlement

 –

 –

 –

 –

 –

 –

 74,225

 ( 74
)

 –

 –

 Preferred stock Dividends

 –

 –

 –

 –

 –

 –

 234,909

 1,372,269

 ( 961,971
)

 410,533

 Net loss

 –

 –

 –

 –

 –

 –

 –

 –

 –

 ( 3,302,999
)

 ( 3,302,999
)

 Balance, December 31, 2024

 11,448,219

 $
 45,792,868

 1,778,610

 $
 7,114,440

 $

 15,300,475

 $
 15,300

 $
 22,711,350

 $
 ( 72,949,085
)

 $
 2,685,169

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

 F- 8

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 December
 31,

 2024

 (Restated)

 2023
 (Restated)

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net (loss) income from continuing operations

 $
 ( 3,302,999
)

 $

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

 Depreciation

 13,461

 20,777

 Bad debt

 266,000

 132,281

 Change in estimate for settlement realization rate

 1,650,474

 –

 Amortization of notes payable discount

 24,821

 136,518

 Conversion and note issuance cost

 1,000

 11,250

 Interest included in line of credit

 3,092,350

 –

 Share issuance for compensation to directors and officers

 516,600

 –

 Share issuance for service rendered

 28,125

 Gain on settlement or forgiveness of debt

 ( 78,834
)

 ( 115,448
)

 (Increase) decrease in:

 Accounts receivable

 ( 4,545,068
)

 ( 6,833,615
)

 Right of use – assets

 ( 117,888
)

 ( 70,136
)

 Prepaids and other current assets

 ( 124,964
)

 ( 2,481
)

 Increase (decrease) in:

 Accounts payable and accrued expense

 ( 699,559
)

 341,261

 Accrued officers compensation

 92,000

 982,500

 Accrued interest

 286,202

 486,165

 Right of use – liabilities

 132,482

 49,547

 Net cash used in operating activities

 ( 2,765,797
)

 ( 1,807,987
)

 Net cash used in Discontinued Operations – Operating

 111,312

 86,520

 FINANCING ACTIVITIES

 Repayments to directors and officers

 ( 120,997
)

 ( 2,195
)

 Proceeds from convertible notes payable

 –

 421,375

 Payments of convertible notes payable

 ( 105,079
)

 ( 175,000
)

 Repayment of SBA loans

 ( 6,739
)

 –

 Payments of notes payable

 ( 125,000
)

 –

 Net proceeds from line of credit

 3,433,542

 2,125,145

 Payment of dividend on preferred
 stock

 ( 100,000
)

 –

 Net cash provided by financing activities

 2,975,727

 2,369,325

 NET INCREASE IN CASH

 321,242

 647,858

 CASH, BEGINNING OF YEAR

 219,085

 CASH, END OF YEAR

 $
 1,188,185

 $

 SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid during the year for
 interest

 $
 126,732

 $
 239,296

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Common stock issued upon conversion
 of notes payable

 $
 1,680

 $
 199,889

 Common stock issued upon conversion
 of preferred stock

 $
 14,885

 $
 –

 Series Y preferred stock issued
 in exchange of convertible notes payable

 $
 3,755,632

 $
 –

 Accrued dividends on series
 Y preferred stock

 $
 32,190

 $
 –

 Promissory note payable issued
 in settlement agreement

 $
 535,000

 $
 –

 Right of use assets acquired

 $
 363,411

 $
 200,059

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

 F- 9

 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 predominantly conducted through, and its income derived from, its Nova Ortho and Spine, LLC ("Nova")
subsidiary. Its subsidiaries include:

 Nova, which was acquired on May 31, 2021;

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

 Platinum Tax Defenders ("Platinum Tax"), which was acquired on July 31, 2018 and sold on November 10, 2023. As a result, Platinum Tax is presented as a discontinued operation.

 Principles of Consolidation

 The consolidated financial statements include
the accounts of Cardiff and its wholly owned subsidiaries, Nova, Edge View, and Platinum Tax (collectively, the "Company").
Subsidiaries shown as discontinued operations include Platinum Tax. All significant intercompany accounts and transactions are eliminated
in consolidation. Certain amounts and items have been reclassified in the prior year presentation in the consolidated financial statements
to conform to the current presentation in these financial statements.

 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." See Note 2. Revised Financial Statements.

 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.

 F- 10

 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. Accounts receivable consists of amounts due from attorneys
and insurance providers for services provided to patients under the letter of protection. Accounts receivable are recorded at the expected
settlement realization amount, which is less contractual adjustments and an allowance for credit losses. The Company recognizes an allowance
for credit losses for its accounts receivable to present the net amount expected to be collected as of the balance sheet date. This allowance
is determined based on the history of net settlements received, where the net settlement amount is not collected. No collection can happen
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.
The Company monitors outstanding cases as they develop through ongoing discussions with attorneys, doctors and third-party medical billing
company and additionally monitors settlement realization rates over time. Additionally, the Company considers economic factors and events
or trends expected to affect future collections experience. The no collection history of the Company's customers is considered in
future assessments of collectability as these patterns are established over a longer period. The Company uses the term collection and
collection rate in its disclosures to describe the historical less than 1% occurrence of not collecting under a contract, which aligns
with the Company's credit loss accounting under ASC 326.

 The Company does not have a significant exposure
to credit losses as it has historically had a less than 1.0% loss rate where the Company received no settlement amount for its outstanding
accounts receivable. Although possible, claims resulting in zero collection upon settlement are rare based on the Company's historical
experience and has historically been less than 1.0% of its outstanding accounts receivable, thereby resulting in a collection rate of
99%. The Company uses the loss rate method to record its allowance for credit losses. The Company applies the loss rate method by reviewing
its zero collection history on a quarterly basis and updating its estimates of credit losses to adjust for changes in loss data. The Company
typically collects on its accounts receivable between eighteen and twenty-four months after recording. The Company does not record an
allowance for credit losses based on an aging of its accounts receivable as the aging of the Company's receivables do not influence
the credit loss rate due to the nature of its business and the letter of protection. The Company does not adjust its receivables for the
effects of a significant financing component at contract inception as the timing of variable consideration is determined by the settlement,
which is outside of the Company's control. As of December 31, 2024 and 2023, the Company's allowance for credit losses
was $ 255,215 and $ 122,190, respectively. The Company recognized $ 266,000 and $ 132,281 of credit loss expense during the years ended December
31, 2024 and 2023, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statement
of operations. The balance of accounts receivable, net as of January 1, 2023 was $ 6,603,920. The balance of the allowance for credit losses
was $ 0 as of January 1, 2023.

 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

 F- 11

 Goodwill

 Goodwill is not amortized but is evaluated for
impairment annually or when indicators of a potential impairment are present. 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 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 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 years ended December 31, 2024 and 2023, the Company determined there to be no impairment. The
Company 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 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 and at an estimated net settlement realization rate based on gross billed charges. 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.

 At contract inception, 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 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 net revenue
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.

 F- 12

 In determining net revenue to record under ASC
606, the Company must estimate the transaction price, including estimates of variable consideration in the contract at inception. In order
to estimate variable consideration, the Company uses established billings rates (also described as "gross charges") for the
procedures being performed, however, the 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 Current Procedural Terminology ("CPT") guidelines that designates
relative value units and a suggested range of charges for each procedure which is then assigned a CPT code. This gross charge 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. These adjustments are considered variable consideration under
ASC 606 and are deducted from the calculated fee to arrive at the net transaction price. The Company also estimates changes in the contract
price as a result of price concessions, changes to deductibles, co-pays and other contractual adjustments to determine the eventual settlement
amount the Company expects to receive. The Company uses the term settlement realization in its disclosures to describe the amount of cash
the Company expects to receive based on its estimate of the transaction price under the expected value method of ASC 606.

 Where appropriate, the Company utilizes the expected
value method to determine the appropriate amount for estimates of variable consideration, which has been based on a historical 24-month
lookback of its actual settlement realization rates. The estimates of reserves established for variable consideration reflect current
contractual requirements, the Company's historical experience, specific known market events and trends, industry data and forecasted
patient data and settlement patterns. Settlement realization patterns are assessed based on actual settlements and based on expected settlement
realization trends obtained from discussions with attorneys, doctors and our third-party medical billing company. Settlement amounts are
negotiated, and prolonged settlement negotiations are not indicative of a greater likelihood of reduced settlement realization or zero
settlement.

 The Company may accept a lower settlement realization
rate in order to receive faster payment. The Company obtains information about expected settlement realization trends from discussions
with doctors and attorneys and its third-party medical billing company vendor, which handles settlement claims and negotiations. Settlement
amounts are presented to the Company's third-party medical billing company vendor.

 Settlement rates of 49% or higher based on gross
billed amounts are typically accepted without further negotiation. Proposed settlement rates below 49% are negotiated when possible and
longer negotiations typically result in higher settlement rates. If the Company accepts a lower settlement realization rate in order to
receive payments more quickly, the Company considers that a price concession and estimates these concessions at contract inception. The
various forms of variable consideration described above included in the transaction price may be constrained and are included in net revenue
only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in
a future period. The Company has not constrained any of its estimates of variable consideration for any of the periods presented.

 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 Personal Injury Protection ("PIP") services. As described above, 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 and other adjustments based on its historical settlement realization 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.

 F- 13

 The Company satisfies performance obligations
as services are performed and then billed to the patient. Payment in most cases is made by an attorney for such services to our patients
which are due upon final settlement of patients claims. During the claims process, legal counsel warranties such claim through the letter
of protection, which is sent 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.

 Settlement Rates

 Prior to fiscal year 2024, the Company historically
realized a 49% settlement rate from total gross billed charges. Accordingly, the Company had historically recognized net healthcare service
revenue as 49% of gross billed amounts. During the year ended December 31, 2024, the Company underwent efforts to accelerate cash settlement
of its accounts receivable to generate cash flow for operations. The Company did this by shortening its settlement negotiations with insurance
companies and accepting lower settlement amounts. Additionally, during the third quarter of 2024, the Company completed a thorough review
of its third-party billing data, including reviewing historical reports and new reporting methods as a part of its updated analysis. Based
upon this review, it was determined that a 24-month lookback period should be used in the analysis of the Company's historical settlement
realization rates. As a result of the new efforts to accelerate cash settlement during the year ended December 31, 2024, the Company realized
a 44% average settlement rate of its gross billed charges during this time frame, which were historically recorded in accounts receivable
and revenue at 49% of gross billings. Accordingly, the Company recorded reductions to net revenue of $ 1,005,764 for the year ended December
31, 2024. Additionally, with the reduction in the Company's estimate of its settlement realization rate from 49% to 44%, a $ 1,650,474
change in accounting estimate was taken during the third quarter of 2024 in the Company's accounts receivable and revenue. The Company
will continue to evaluate its estimate of its settlement realization rates in the future, which will include a monthly review of the Company's
trailing 24-month historical settlement realization rate, along with estimates of current and pending settlements through ongoing discussions
with attorneys, doctors and the Company's third-party medical billing company in order to determine its variable consideration under
ASC 606 and the net transaction price. The Company will update its settlement realization rate estimate used in determining its accounts
receivable and revenue each quarter based on this review.

 Contract Fees (Non-PIP)

 The Company has contract fees for amounts earned
from its Non PIP related procedures, typically car accidents, and are settled on a contingency basis. Prior to April 2023, these cases
were sold to a factor who bears the risk of economic benefit or loss. Generally, the sale of these cases to a third-party factor resulted
in an approximate 54% reduction from the accounts receivables amounts. After selling patient cases to the factor, any additional funds
settled by the Company were remitted to the factor. 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. As a result of the Company's eighteen to twenty-four month settlement
realization timeframe, the Company has an accrued liability resulting from the settlement of receivables sold to the third-party factors
which fluctuates as settlements are made and remitted to those third-party factors. These accounts receivables sold to these third-party
factors are not included in the Company's financial statements accounts receivable balance once sold and therefore are not part
of the assessment of the net realizable value of accounts receivable. For the year ended December 31, 2023, the Company factored a total
of $ 544,196 of its accounts receivable in exchange for cash of $ 253,750. The Company ceased factoring of accounts receivable in the first
quarter of 2023.

 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. The Company recognized advertising and
marketing expense of $ 366,637 and $ 126,670 for the years ended December 31, 2024 and 2023, respectively.

 F- 14

 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.

 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.

 F- 15

 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, 2024 and 2023,
the Company did no t have any interest and penalties associated with tax positions and did not 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. Income available to common stockholders consists of net (loss) income
less any preferred stock dividends. 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 $ 72,949,085 and $ 68,684,115, respectively, as of December 31, 2024 and 2023. The Company had negative cash
flow from operations of $ 2,765,797 and $ 1,807,987 during the years ended December 31, 2024 and 2023, respectively. 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.

 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.

 Recently Adopted Accounting Standards

 The FASB issued Accounting Standards Update ("ASU")
2023-07, "Segment Reporting: Improvements to Reportable Segment Disclosures" ("Topic 280") in November 2023. The
amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024, with early adoption permitted. Topic 280 improves "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." There were no
material impacts on the consolidated financial statements at adoption.

 F- 16

 The FASB issued ASU 2020-06, "Debt—Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic
81540)." The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The
amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within that period. The FASB also specified
that an entity must adopt the guidance as of the beginning of its annual fiscal year and is not permitted to adopt the guidance in an
interim period, other than the first interim period of their fiscal year. ASU 2020-06 reduces the number of accounting models for convertible
debt and convertible preferred stock instruments and makes certain disclosure amendments to improve the information provided to users.
There was no impact to the consolidated financial statements at adoption.

 2.

 REVISED AND
 RESTATED FINANCIAL STATEMENTS

 During the three months ended June 30, 2025,
as part of the Company's ongoing enhancements to internal controls over financial reporting, a detailed review of its interest expense-related
cash flow classification was performed. As a result, the Company restated certain amounts within the condensed consolidated statement
of cash flows for the year ended December 31, 2024. This reclassification corrects the presentation of $ 3,092,350 of non-cash interest
accrual adjustments related to the Company's line of credit as of December 31, 2024. These amounts, previously presented within
net proceeds from the line of credit in financing activities, are now presented within operating activities. This change in presentation
has no impact on the Company's condensed consolidated balance sheets, condensed consolidated statements of operations, or total
cash flows for any related period. Additionally, there was no material impact on the condensed consolidated statement of cash flows for
the year ended December 31, 2023.

 The following table summarizes the impact of
the correction on the Company's condensed consolidated statement of cash flows for the period ending December 31, 2024.

 Restatement of financial statements

 Impact of correction of error

 Twelve months ended December 31, 2024

 As previousy

 reported

 Adjustments

 As restated

 Net cash used in operating activities of continuing operations

 $
 ( 5,858,147
)

 $
 3,092,350

 $
 ( 2,765,797
)

 Net cash provided by financing activities of continuing operations

 $
 6,068,077

 $
 ( 3,092,350
)

 $
 2,975,727

 During the preparation of the financial statements
for the three months ended March 31, 2024, the Company identified and revised its classification for all its outstanding common stock
amount per par value of $ 0.001 with additional paid-in-capital related with a 1-for-75,000 reverse split executed on January 9, 2024.
The impact of this adjustment decreased $ 1,804,774 to common stock and offsetting increase to additional paid-in-capital as of December
31, 2023. Additionally, the Company identified and revised its series B and series C preferred stock values which increased its preferred
stock by $ 20,004 and decreased additional paid-in-capital by the same amount as of December 31, 2023.

 The following tables summarize the impact of the
corrections on the Company's condensed consolidated balance sheet as of December 31, 2023:

 Consolidated balance sheet

 Schedule of consolidated balance sheet

 Impact of revision

 December 31, 2023

 As previously reported

 Adjustments

 As restated

 Preferred stock

 $
 76,976,716

 $
 20,004

 $
 76,996,720

 Common stock

 1,804,799

 ( 1,804,774
)

 Additional paid-in-capital

 ( 9,365,982
)

 1,784,770

 ( 7,581,212
)

 Total stockholders' equity

 $
 731,418

 $
 –

 $
 731,418

 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.

 3.

 ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Schedule of accounts payable and accrued expenses

 2024

 2023

 Accounts payable

 $
 684,324

 $
 720,774

 Accrued credit cards

 14,322

 26,645

 Accrued liability for settlement of previously factored receivables

 242,292

 1,247,772

 Accrued income and property taxes

 3,317

 5,346

 Accrued professional fees

 29,122

 29,122

 Accrued board fees

 15,000

 –

 Accrued expense - dividend payable

 32,190

 –

 Accrued public company fees

 5,000

 –

 Accrued payroll and bonuses

 346,347

 17,472

 Accrue expense - other

 7,846

 –

 Total

 $
 1,379,760

 $
 2,047,131

 At December 31, 2023, the Company was delinquent
in paying $ 1,659 in certain property taxes. As of December 31, 2024, these property taxes have been paid.

 F- 17

 4.

 PLANT AND EQUIPMENT, NET

 Property and equipment as of December 31, 2024
and 2023 is as follows:

 Schedule of property and equipment

 2024

 2023

 Medical equipment

 $
 96,532

 $
 96,532

 Computer equipment

 9,189

 9,189

 Furniture, fixtures and equipment

 15,079

 15,079

 Leasehold improvement

 15,950

 15,950

 Total

 136,750

 136,750

 Less: accumulated depreciation

 ( 115,552
)

 ( 102,089
)

 Property and equipment, net

 $
 21,198

 $
 34,661

 For the years ended December 31, 2024 and 2023,
depreciation expense was $ 13,461 and $ 20,777, respectively.

 5.

 LAND

 As of December 31, 2024 and 2023, 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, 2024 and 2023.

 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, 2024 and 2023, the Company owed the Chairman
$ 0 and $ 120,997, respectively.

 See also Note 8. Convertible Notes Payable
and the disclosure regarding Note 41.

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

 7.

 NOTES AND LOANS PAYABLE

 Notes payable at December 31, 2024 and 2023, respectively,
are summarized as follows:

 Schedule of notes payable

 2024

 2023

 Notes and loans payable

 $
 9,209,896

 $
 2,280,743

 Less current portion

 ( 8,958,171
)

 ( 2,136,077
)

 Long-term portion

 $
 251,725

 $
 144,666

 F- 18

 Long-term debt matures as follows:

 Schedule of maturities of long-term debt

 2025

 $
 8,958,171

 2026

 114,764

 2027

 4,764

 2028

 4,764

 2029

 4,764

 Thereafter

 122,669

 Total

 $
 9,209,896

 Promissory Note – Settlement Agreement

 On June 11, 2024, the Company entered into a settlement
agreement and release of claims with the holder of 165 shares of series R convertible preferred stock and certain convertible promissory
notes (see Notes 29-2, 37-1, 37-2, and 37-3 referenced in Note 8. Convertible Notes Payable). Pursuant to the settlement agreement
and release of claims, the holder 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 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
 day, 180 th day, and 240 th day 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. 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 90th 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 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 note is unsecured and contains customary events of default for a loan of this type. Upon an event
of default, interest would automatically begin to accrue at a simple interest rate of ten percent per annum. This transaction was accounted
for as a debt extinguishment and a gain on settlement of $ 78,834 was recorded to the consolidated statement of operations for the year
ended December 31, 2024, in accordance with FASB Topic 470 Borrower's Accounting for Debt Modifications. During the year
ended December 31, 2024, the Company paid $ 125,000 against the outstanding principal balance. At December 31, 2024, the remaining principal
balance was $ 410,000.

 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, 2024 and 2023. The accrued interest of the debenture was $ 8,869 and $ 7,547 at December 31, 2024
and 2023, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on
this debenture.

 F- 19

 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, 2024 was $ 142,916 and $ 0, respectively, and principal and accrued interest at December 31, 2023 was $ 149,655
and $ 956, 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 ("DML") to sell, with recourse, Nova's
accounts receivables for a revolving financing up to a maximum advance amount of $ 4.5 million. A review is performed on a quarterly basis
to assess the adequacy of the maximum amount. If mutually agreed upon by the Company and DML, the maximum amount may be increased. On
April 24, 2024, the Company and Nova entered into amendment No. 1 with DML which increased the maximum advance amount to $ 8,000,000 and
defined the discount fee equal to 2.25% per purchase and claims balance forward on new purchases with a minimum fee to now be $10,000.
On June 11, 2024, the Company and Nova entered into amendment No. 2 with DML which further increased the maximum advance amount to $ 11,000,000.
On December 27, 2024, the Company and Nova entered into amendment No. 3 with DML which further increased the maximum advance amount to
$ 15,000,000. As of December 31, 2024, and December 31, 2023, the Company had $ 8,645,991 and $ 2,120,100, respectively, outstanding balance
against the revolving receivable line of credit. The unused line of credit balance as of December 31, 2024 and 2023 was $ 6,354,009 and
$ 2,379,900, respectively. As of December 31, 2024, there was $ 315,031 of interest accrued related to the 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, 2024 and 2023, the Company
had convertible debt outstanding net of amortized debt discount of $ 105,000 and $ 3,807,030, respectively. During the year ended December
31, 2024, the Company paid the total principal outstanding of $ 100,080 and the total outstanding interest of $ 22,279 to the holder of
Notes 9 and 10-1. The Company also paid the total principal outstanding of $ 5,000 and the total outstanding interest of $ 501 to the holder
of Note 41. Additionally, the Company paid $ 100,000 of accrued interest to convertible noteholder related to note 40-1. On June 11, 2024,
the Company entered into a settlement agreement and release of claims with the holder of Notes 29-2, 37-1, 37-2 and 37-3 (see below and
also Note 7. Notes and Loans Payable for further details). Pursuant to the settlement agreement and release of claims, the holder
agreed to cancel these notes in exchange for a new fixed amount settlement promissory note in the principal amount of $535,000. Additionally,
during the year ended December 31, 2024, the Company exchanged Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10 for
the issuance of 938,908 shares of series Y senior convertible preferred stock to the noteholder. See also Note 9. Capital Stock.
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. There are debt discounts associated with the convertible debt of $ 0 and $ 24,821 at December 31,
2024 and 2023, respectively. For the years ended December 31, 2024 and 2023, the Company recorded amortization of debt discounts of $ 24,821
and $ 136,518, respectively.

 During the year ended December 31, 2024, the Company
converted $ 680 in accrued interest and $ 1,000 in conversion cost into 1,222 shares of common stock. The Company recognized $ 1,679 of additional
paid-in capital to adjust fair value for the debt settlement during the year ended December 31, 2024. 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.

 F- 20

 Convertible notes as of December 31, 2024 and
2023 are summarized as follows:

 Schedule of convertible notes

 2024

 2023

 Convertible notes payable

 $

 $
 3,831,851

 Discounts on convertible notes payable

 –

 ( 24,821
)

 Total convertible debt less debt discount

 3,807,030

 Current portion

 3,807,030

 Long-term portion

 $
 –

 $
 –

 The following is a schedule of convertible notes
payable as of and for the year ended December 31, 2024.

 Schedule of convertible notes
payable

 Note #

 Issuance

 Maturity

 Principal Balance 12/31/23

 Settlements and/or Principal Conversions

 New Loans or (Cash Paydown)

 Shares Issued Upon Conversion or Exchange

 Principal Balance 12/31/24

 Accrued Interest on Convertible Debt at 12/31/23

 Interest On Convertible Debt For the Period Ended 12/31/24

 Accrued Interest on Convertible Debt at 12/31/24

 Unamortized Debt Discount At 12/31/24

 09/12/2016

 09/12/2017

 $
 50,080

 $
 –

 $
 ( 50,080
)

 1,222

 $
 –

 $
 5,581

 $
 ( 5,581
)

 $
 –

 $
 –

 01/24/2017

 01/24/2018

 55,000

 –

 –

 –

 55,000

 80,875

 11,030

 91,905

 –

 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

 4,702

 7,538

 –

 10-3

 08/11/2023

 08/11/2024

 –

 –

 –

 1,469

 4,390

 5,859

 –

 29-2

 11/08/2019

 11/08/2020

 36,604

 ( 36,604
)

 –

 –

 –

 10,109

 ( 10,109
)

 –

 –

 08/28/2019

 08/28/2020

 –

 –

 –

 –

 –

 8,385

 ( 8,385
)

 –

 –

 37-1

 09/03/2020

 06/30/2021

 113,667

 ( 113,667
)

 –

 –

 –

 64,929

 ( 64,929
)

 –

 –

 37-2

 11/02/2020

 08/31/2021

 113,167

 ( 113,167
)

 –

 –

 –

 63,594

 ( 63,594
)

 –

 –

 37-3

 12/29/2020

 09/30/2021

 113,166

 ( 113,166
)

 –

 –

 –

 62,558

 ( 62,558
)

 –

 –

 40-1

 09/22/2022

 2,600,000

 ( 2,600,000
)

 –

 938,908
 (1)

 –

 252,665

 ( 252,655
)

 –

 –

 40-2

 11/04/2022

 68,667

 ( 68,667
)

 –

 –

 –

 7,939

 ( 7,939
)

 –

 –

 40-3

 11/28/2022

 68,667

 ( 68,667
)

 –

 –

 –

 7,506

 ( 7,506
)

 –

 –

 40-4

 12/21/2022

 68,667

 ( 68,667
)

 –

 –

 –

 7,054

 ( 7,054
)

 –

 –

 40-5

 01/24/2023

 03/21/2024

 90,166

 ( 90,166
)

 –

 –

 –

 8,284

 ( 8,284
)

 –

 –

 40-6

 03/21/2023

 139,166

 ( 139,166
)

 –

 –

 –

 10,671

 ( 10,671
)

 –

 –

 40-7

 06/05/2023

 06/05/2024

 139,166

 ( 139,166
)

 –

 –

 –

 7,826

 ( 7,826
)

 –

 –

 40-8

 06/13/2023

 06/13/2024

 21,167

 ( 21,167
)

 –

 –

 –

 1,127

 ( 1,127
)

 –

 –

 40-9

 07/19/2023

 07/19/2024

 35,500

 ( 35,500
)

 –

 –

 –

 1,605

 ( 1,605
)

 –

 –

 40-10

 07/24/2023

 07/24/2024

 14,000

 ( 14,000
)

 –

 –

 –

 ( 614
)

 –

 –

 08/25/2023

 08/25/2024

 5,000

 –

 ( 5,000
)

 –

 –

 ( 175
)

 –

 –

 $
 3,831,850

 $
 ( 3,621,770
)

 $
 ( 105,080
)

 940,130

 $

 $
 612,460

 $
 ( 507,158
)

 $
 105,302

 $
 –

 (1)

 938,908 Series Y Senior Convertible Preferred Shares issued in exchange for full value of the outstanding principal and interest on Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10.

 F- 21

 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 was in default and accrued
at a default interest rate of 20% per annum. In May of 2024, the $ 58,846 total outstanding principal and interest was paid in full.

 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). In May of 2024, the $ 63,513 total outstanding principal and interest on Note 10-1 was paid in full. Notes 10-2 and 10-3 are
currently in default and accrue interest at a default interest rate of 20% per annum.

 Notes 29-2, 37-1, 37-2 and 37-3

 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.

 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).

 On June 11, 2024, the Company entered into a settlement
agreement and release of claims with the holder of Notes 29-2, 37-1, 37-2 and 37-3 (see Note 7. Notes and Loans Payable for further
details). Pursuant to the settlement agreement and release of claims, the holder agreed to cancel these notes, along with the cancellation
of their holding in the series R preferred stock, in exchange for a new fixed amount settlement promissory note in the principal amount
of $ 535,000.

 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.

 F- 22

 On April 11, 2024, the Company issued 938,908
shares of series Y senior convertible preferred stock in exchange for the settlement of the principal and interest in full on Notes 40-1,
40-2, 40-3, 40-4, 40-5, 4-6, 40-7, 40-8, 40-9 and 40-10. See also Note 9. Capital Stock.

 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 was 10% per annum. In August of 2024, the remaining outstanding principal and interest of $ 5,501 was paid in full.

 9.

 CAPITAL STOCK

 On May 8, 2024, the Company amended its Articles
of Incorporation to increase its authorized stock. The total amended authorized shares are 350,000,000 shares of capital stock, consisting
of 300,000,000 shares of common stock, $ 0.001 par value, and 50,000,000 shares of preferred stock, $ 0.001 par value per share.

 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, 5,000,000 shares of series X senior convertible
preferred stock and 1,250,000 shares of series Y senior convertible preferred stock.

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

 Redeemable Preferred Stock

 The Company recognizes 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
would increase by 8% per annum. Dividends accrued from day to day, whether or not declared, and are cumulative. Dividends are payable
quarterly in arrears on each dividend payment date in cash or common stock at the Company's discretion. Dividends payable in common
stock are to 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, 2024 and December 31, 2023, cumulative dividends earned on the series N senior convertible preferred
stock were $ 1,320,879 and $ 766,437, respectively. During the year ended December 31, 2024, $ 1,106,562 of the cumulative accrued dividends
were paid by the Company via the issuance of 197,601 shares of the Company's common stock and $ 214,317 of the cumulative accrued
dividends were paid by the Company via the issuance of 53,580 shares of the Company's series N senior convertible preferred stock.

 F- 23

 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) are to 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 is 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, is 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 does not apply to any financing transaction the use of proceeds
of which would 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.

N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, are 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 can 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 ranked, 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.

 F- 24

R convertible preferred stock were 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 were 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 were not paid when due were to continue to accrue and entailed 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 was to accrue and compound daily from the missed payment
date through and including the date of actual payment in full. At December 31, 2024 and December 31, 2023, cumulative dividends on Series
R Preferred Stock were $ 0 and $ 109,980, respectively.

dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of series R convertible preferred stock were 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.

 Voting Rights. The holders of series R
convertible preferred stock voted together with the common stock on an as-converted basis. However, as long as any shares of series R
convertible preferred stock were 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.

R convertible preferred stock was 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 was 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 could have elected,
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 were to 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
had 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- 25

 Redemption Upon Triggering Events. Upon
the occurrence of a Triggering Event (as defined below), each holder of series R convertible preferred stock had (in addition to all other
rights it may 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);

 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).

 F- 26

 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
was to increase by 5% per annum. Dividends accrue from day to day, whether or not declared, and are cumulative. Dividends are payable
quarterly in arrears on each dividend payment date. At December 31, 2024 and December 31, 2023, cumulative dividends earned on the series
X senior convertible preferred stock were $ 273,058 and $ 190,685, respectively. During the year ended December 31, 2024, $ 183,210 of the
cumulative accrued dividends were paid by the Company via the issuance of 25,173 shares of the Company's common stock, $ 76,788 of
the cumulative accrued dividends were paid by the Company via the issuance of 22,464 shares of the Company's series X senior convertible
preferred stock.

 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) are to 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 is 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,
is 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 does not apply to any financing transaction the use of proceeds of which were to 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.

X senior convertible preferred stock, plus all accrued and unpaid dividends thereon, are 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.

 F- 27

 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.

 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.

 F- 28

 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.

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 splits, stock combinations, stock dividends, stock reclassifications and similar events.

 Redemption Rights. Holders of series B

 F- 29

 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.

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 splits, stock combinations, stock dividends, stock reclassifications
and similar events.

 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.

 F- 30

 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.

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 splits, stock combinations, stock dividends, stock reclassifications and similar events.

 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- 31

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-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.

 F- 32

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.

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 splits, stock combinations, stock dividends, stock reclassifications and similar events.

 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.

 F- 33

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.

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.

 F- 34

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.

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

 Series Y Senior Preferred Stock

 Ranking. The series Y 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 series of preferred stock, and to each other class or series that is not expressly made senior to or on parity with the
series Y senior convertible preferred stock; (ii) on parity with each class or series that is not expressly subordinated or made senior
to the series Y senior convertible preferred stock; and (iii) junior to each class or series that is expressly made senior to the series
Y senior convertible preferred stock.

 Dividend Rights. Holders of series Y 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 Y 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 and may be paid in cash or common stock at our discretion; provided that
the Company may only pay dividends in common stock if such common stock is free-trading, freely transferable, and does not contain a legend
(or be subject to stop transfer or similar instructions) restricting the resale or transferability thereof. Dividends payable in common
stock shall be calculated based on a price equal to eighty percent (80%) of the VWAP during the five (5) trading days immediately prior
to the applicable payment date. At December 31, 2024, cumulative dividends earned on the series Y senior convertible preferred stock were
$ 275,789. During the year ended December 31, 2024, $ 147,555 of the cumulative accrued dividends was paid by the Company via the issuance
of 12,135 shares of the Company's common stock and 40,217 shares of the Company's series Y senior convertible preferred stock.
At December 31, 2024, the total dividends payable was $ 32,190.

 F- 35

 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 event (as defined in the certificate of designation), 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 Y senior convertible preferred stock shall be entitled to receive an amount
of cash equal to the greater of (i) 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 or (ii) such
amount per share as would have been payable had all shares of series Y senior convertible preferred stock been converted into common stock
immediately prior to such liquidation event.

 Voting Rights. Holders of series Y senior
convertible preferred stock do not have any voting rights; provided that, so long as any shares of series Y senior convertible preferred
stock are outstanding, the affirmative vote of holders of a majority of the series Y senior convertible preferred stock, which majority
must include Leonite Capital LLC so long as it holds any shares of series Y 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, prior to the Company's issuance of additional shares of series Y senior convertible preferred stock or prior to
the creation or issuance of any securities that are not subordinate to the series Y senior convertible preferred stock 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 Y senior convertible preferred stock in full.

 Conversion Rights. Commencing on the first
anniversary of the date on which the Company's common stock begins trading on the Nasdaq Stock Market, each share of series Y 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 lowest
VWAP during the five (5) trading days immediately prior to the applicable conversion date. Such conversion price is subject to adjustment
if the Company issues common stock at a price lower than such conversion price, subject to certain exceptions. Notwithstanding the foregoing,
in no event shall the holder of any series Y 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 Y 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.

 Preferred Stock Transactions

 During the year ended December 31, 2024, the Company
executed the following transactions:

 On January 19, 2024, the Company issued 62,500 shares of series I preferred stock to each of Daniel R. Thompson, the Chairman of the Board, and Alex Cunningham, the Company's Chief Executive Officer, for $ 250,000 bonus compensation for the fiscal year of 2023, at the fair value of $4.48 per share.

 On January 31, 2024, the Company issued 5,000 shares of series I preferred stock to Matthew Shafer, the Company's Chief Financial Officer, for $ 20,000, at the fair value of $4.48 per share.

 On January 31, 2024, the Company issued 2,500 shares of series I preferred stock to Zia Choe, the Company's Chief Accounting Officer, for $ 10,000, at the fair value of $4.48 per share.

 On May 15, 2024, in conjunction with the exchange of certain senior secured convertible promissory notes, 938,908 shares of series Y senior convertible preferred stock were issued with an aggregate value of $ 3,755,632.

 An aggregate of 1,609,611 shares of series B preferred stock were converted into an aggregate of 3,219,222 shares of common stock.

 F- 36

 An aggregate of 96 shares of series C preferred stock were converted into an aggregate of 960,000 shares of common stock.

 An aggregate of 80,375 shares of series E preferred stock were converted into an aggregate of 160,750 shares of common stock.

 An aggregate of 31,877 shares of series F-1 preferred stock were converted into an aggregate of 63,754 shares of common stock.

 An aggregate of 3,527,000 shares of series I preferred stock were converted into an aggregate of 7,054,000 shares of common stock.

 An aggregate of 1,713,584 shares of series J preferred stock were converted into an aggregate of 3,427,168 shares of common stock.

 An aggregate of 1,021,408 shares of series I preferred stock were exchanged into an aggregate of 750,000 shares of series B preferred stock, 49 shares of series C preferred stock and 100,000 shares of series E preferred stock.

 An aggregate 53,580 shares of series N senior convertible preferred stock were issued with an aggregate value of $ 214,317 as payment of accrued dividends.

 An aggregate 22,464 shares of series X senior convertible preferred stock were issued with an aggregate value of $ 89,852 as payment of accrued dividends.

 An aggregate of 979,125 shares of series Y senior convertible preferred stock were issued with an aggregate value of $ 3,916,500.

 2 shares of series C preferred stock were cancelled, which were issued erroneously.

 165 shares of series R preferred stock were cancelled as part of the settlement agreement described in Note 7. Notes and Loans Payable.

 In connection with the aforementioned shares issuances
on January 19, 2024 and January 31, 2024, the Company engaged a valuation specialist to perform a business valuation Monte Carlo simulation
for the series I preferred stock resulting in those indicated fair values.

 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, Interim Chief Financial 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.

 In addition to the issuance of common stock from
the conversions of preferred stock noted above, during the year ended December 31, 2024, the Company executed the following transactions:

 In February 2024, as part of the Red Rock settlement executed in July 2022, the Company issued an aggregate of 37,104 shares of common stock to six previous owners. The Company recognized the fair value for the issuance of 37,104 shares at $ 3 per share on the closing market price of February 4 through February 6, 2024, and recorded share loss from discontinued operations of $ 111,312 in the consolidated statement of operations. This loss was also reflected as an addback to net income in the consolidated statement of cash flows.

 On March 5, 2024, the Company issued 7,500 shares of common stock to an investor relation service provider. The Company recognized the fair value for the issuance of the 7,500 shares at $ 1.55 per share on the closing market price of March 5, 2024 and recorded selling, general and administrative expense of $ 11,617 in the consolidated statement of operations.

 F- 37

 On March 26, 2024, the Company issued an aggregate of 30,000 shares of common stock to three board members. The Company recognized the fair value for the issuance of 30,000 shares at $ 6.50 per share on the closing market price of March 26, 2024 and recorded share-based compensation expense of $ 195,000 in the consolidated statement of operations.

 In September 2024, the Company issued an aggregate of 74,225 shares of common stock as part of a legal settlement.

 In December 2024, the Company issued 5,500 shares of common stock for services rendered by an employee. The Company recognized the fair value for the issuance of the 5,500 shares at $ 3.00 per share closing market price of December 5, 2024 and recorded share-based compensation expense of $ 16,500 in the consolidated statement of operations.

 The Company issued an aggregate of 234,909 shares of common stock in payment of various accrued dividends on the series N, series X and series Y preferred stock.

 The Company issued 1,222 shares of common stock upon conversion of certain convertible notes.

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

 10.

 WARRANTS

 The tables below set forth warrant activity during
the years ended December 31, 2024 and 2023:

 Schedule of warrant activity

 Number of
 Warrants

 Weighted

Average

 Excercise

 Price

 Balance at January 1, 2024

 3,150

 $
 1,162.76

 Granted

 –

 –

 Exercised

 –

 –

 Expired

 ( 6
)

 135.00

 Balance at December 31, 2024

 3,144

 1,164.72

 Warrants Exercisable at December 31, 2024

 3,144

 $
 1,164.72

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Balance at January 1, 2023

 3,153

 $
 1,162.17

 Granted

 –

 –

 Exercised

 –

 –

 Expired

 ( 3
)

 547.50

 Balance at December 31, 2023

 3,150

 1,162.76

 Warrants Exercisable at December 31, 2023

 3,150

 $
 1,162.76

 F- 38

 11.

 DISCONTINUED OPERATIONS

 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 the Company 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.

 In February 2024, as part of the Red Rock settlement
executed in July 2022, the Company issued an aggregate of 37,104 shares of common stock to six previous owners. The Company recognized
the fair value for the issuance of 37,104 shares at $ 3 per share on the closing market price of February 4 through February 6, 2024, and
recorded share loss from discontinued operations of $ 111,312 in the consolidated statement of operations. This loss was also reflected
as an addback to net income in the consolidated statement of cash flows.

 Schedule of discontinued operations

 Net liabilities of discontinued operations

 2024

 2023

 Cash

 $
 –

 $

 Accounts receivable

 –

 Accounts payable and accrued expenses

 238,285

 238,285

 Net liabilities of discontinued operations

 $
 ( 238,285
)

 $
 ( 237,643
)

 Year Ended December 31,

 Gain (Loss) from discontinued operations

 2024

 2023

 Revenue

 $
 –

 $
 307,366

 Cost of sales

 –

 ( 59,453
)

 Selling, general and administrative expenses

 –

 ( 332,005
)

 Interest expense

 –

 ( 2,428
)

 Loss on settlement

 ( 111,312
)

 –

 Loss from discontinued operations

 $
 ( 111,312
)

 $
 ( 86,520
)

 12.

 GOODWILL

 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 years ended December 31, 2024 and 2023, the Company determined there to be no impairment. 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. 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.

 F- 39

 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 twelve medical facilities and
one vehicle as operating leases as of December 31, 2024. The Company recorded operating lease expenses of $ 447,402 and $ 291,040 for the
years ended December 31, 2024 and 2023, respectively.

 The Company has operating leases with future commitments
as follows:

 Schedule of operating leases

 2025

 $
 243,186

 2026

 151,360

 2027

 43,891

 Total Future Undiscounted Lease Payments

 $
 438,437

 Less imputed interest

 ( 29,230
)

 Total lease obligations

 $
 409,207

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

 Schedule of supplemental information about leases

 Weighted-average remaining lease term

 2.12 years

 Weighted-average discount rate

 6.45 %

 Employees

 As of December 31, 2024, the Company agreed to
pay $360,000 per year and $250,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement and
its related amendments since July 1, 2020, of which 75% was paid in cash and 25% was accrued. As of December 31, 2023, 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 50% was paid in cash and 50% was accrued. The total outstanding accrued compensation as of December 31, 2024 and
2023 were $ 2,215,500 and $ 2,365,500, respectively.

 As of December 31, 2024, the Company agreed to
pay $360,000 per year and $250,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement and its
related amendments since July 1, 2020, of which 56% was paid in cash and 44% was accrued. As of December 31, 2023, 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 50% was paid in cash and 50% was accrued. The total outstanding accrued compensation as of December 31, 2024 and
December 31, 2023 was $ 2,320,500 and $ 2,350,500, 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, 2024 and 2023 was $ 17,057.

 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 years ended December 31, 2024 and 2023 the Company
recorded $0 in annual cash bonus as financial performance objectives were not achieved. The Company did not record an accrual for the
bonus for the years ended December 31, 2024 and 2023 as the financial performance objectives were not expected to be met.

 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

 F- 40

 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.

 15.

 INCOME TAXES

 At December 31, 2024, the Company had federal
and state net operating loss carry forwards of approximately $21.2 million that expire in various years through the year 2040. 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, 2024 and 2023.

 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, 2024 and 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately
$ 5.9 million and $ 5.3 million, respectively, less a valuation allowance in the amount of approximately $ 5.9 million and $ 5.3 million,
respectively. Because of the Company's lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance
in both 2024 and 2023. The valuation allowance increased by approximately $ 0.6 million from the year ended December 31, 2023.

 The Company's total deferred tax asset as
of December 31, 2024 and 2023 is as follows:

 Schedule of deferred tax assets

 2024

 2023

 Deferred tax assets

 $
 5,900,000

 $
 5,291,000

 Valuation allowance

 ( 5,900,000
)

 ( 5,291,000
)

 Net deferred tax asset

 $
 –

 $
 –

 16.

 SEGMENT REPORTING

 As of December 31, 2024, 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. Their operating results are regularly reviewed by the Company's chief operating decision
maker group, which consists of the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer. Corporate administration
costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated
to the two operating segments.

 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- 41

 The accounting policies of the segments are the
same as those described in Note 1. Summary of Significant Accounting Policies. Management uses revenues, cost of sales, operating
expenses, income (loss) from subsidiaries and income (loss) before taxes to evaluate and measure its subsidiaries' success. To help
the segments achieve optimal operating performance, management retains the prior owners of the subsidiaries and allows them to do what
they do best, which is run the business. Additionally, management monitors key metrics primarily revenues and income from operations in
order to allocate resources accordingly.

 Schedule of segment reporting

 As of December 31,

 Asset:

 2024

 2023

 $
 21,298,866

 $
 18,955,991

 576,478

 587,456

 Corporate

 2,050,335

 1,202,364

 Consolidated assets

 $
 23,925,679

 $
 20,745,811

 Years Ended December 31,

 2024

 2023

 Revenues:

 $
 8,720,176

 $
 11,853,266

 –

 –

 Consolidated revenues

 $
 8,720,176

 $
 11,853,266

 Cost of Sales:

 $
 3,841,628

 $
 3,560,624

 –

 –

 Consolidated cost of sales

 $
 3,841,628

 $
 3,560,624

 Operating Expenses:

 Depreciation expense

 $
 13,461

 $
 20,777

 Selling, General and Administrative

 1,148,971

 971,016

 Total Healthcare

 1,162,432

 991,793

 8,949

 3,716

 Corporate, administration and other expenses (a)

 3,450,621

 2,102,088

 Consolidated Operating Expenses

 $
 4,622,002

 $
 3,097,597

 Income (Loss) from Operations from Subsidiaries:

 $
 3,266,065

 $
 7,300,849

 ( 8,949
)

 ( 3,716
)

 Income (loss) from operations from subsidiaries

 3,257,116

 7,297,133

 Loss from operations from Cardiff Lexington

 ( 3,450,620
)

 ( 2,102,088
)

 Total income (loss) from operations

 $
 ( 193,504
)

 $
 5,195,045

 Income (Loss) before taxes

 $
 3,266,065

 $
 5,973,233

 ( 8,949
)

 ( 3,716
)

 Corporate, administration and non-operating expenses (b)

 ( 6,448,803
)

 ( 2,854,603
)

 Consolidated income (loss) before taxes

 $
 ( 3,191,687
)

 $
 3,114,914

 (a)
 Corporate,
administration and other operating expenses includes payroll, management fees, stock compensation, legal fees, accounting fees and public
company/investor relations fees.

 (b)
 Corporate,
administration and other non-operating expenses includes corporate selling, general and administrative expenses as noted above as well
as interest, amortization of notes payable discount and gain on settlement of debt.

 F- 42

 17.

 SUBSEQUENT EVENTS

 The Company has evaluated its operations subsequent
to December 31, 2024 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 February 28, 2025, the Company issued 11,775
shares of series Y senior convertible preferred stock as payment of dividends.

 Subsequent to December 31, 2024, an aggregate
of 10,150 shares of series B preferred stock were converted into an aggregate of 20,300 shares of common stock and an aggregate of 2,500
shares of series I preferred stock were converted into an aggregate of 5,000 shares of common stock.

 F- 43

 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 August 19, 2025

 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)

 Alex Cunningham

 /s/ Matthew Shafer

 Chief Financial Officer (principal financial officer)

 Matthew Shafer

 /s/ Daniel Thompson

 Chairman of the Board

 Daniel Thompson

 /s/ Gillard B. Johnson III

 Gillard B. Johnson III

 /s/ Cathy Pennington

 Cathy Pennington

 /s/ L. Jack Staley

 L. Jack Staley