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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~March~~June 3130, 2025

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

For the transition period from ____________ to _____________

Commission File Number: 000-49709

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)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

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

As of ~~May~~August 818, 2025, there were 19,~~723~~682,~~961~~ 213 shares of common stock of the registrant issued and outstanding.

CARDIFF LEXINGTON CORPORATION

Quarterly Report on Form 10-Q

Period Ended ~~March~~June 3130, 2025

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3946
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4655
Item 4.	Controls and Procedures	4655
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	4757
Item 1A.	Risk Factors	4757
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4757
Item 3.	Defaults Upon Senior Securities	4757
Item 4.	Mine Safety Disclosures	4757
Item 5.	Other Information	4757
Item 6.	Exhibits	4758

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		4
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024		4
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 (Unaudited) and 2024 (Unaudited and Restated)		5
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)		5
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 (Unaudited) and 2024 (Unaudited and Restated)		6
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)		6-7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited) and 2024 (Unaudited and Restated)		7
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 (Unaudited) and 2024 (Unaudited and Restated)		8
Notes to Condensed Consolidated Financial Statements (Unaudited and Restated)		89

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~MARCH~~JUNE 3130, 2025 (UNAUDITED) AND DECEMBER 31, 2024

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
ASSETS
Current assets
Cash	$	~~996~~559,~~758~~715		$	1,188,185
Accounts receivable-net		17,502,055			15,934,490
Accounts receivable, net		19,193,419			15,934,490
Prepaid and other current assets		~~111~~114,~~691~~398			89,901
Total current assets		1819,~~610~~867,~~504~~532			17,212,576
Property and equipment, net		54,~~239~~477			21,198
Land		540,000			540,000
Goodwill		5,666,608			5,666,608
Right of use - assets, net		432,127			406,950
Right of use – assets, net		356,848			406,950
Due from related party		4,979			4,979
Other assets		71,~~171~~235			73,368
Total assets	$	2526,~~330~~511,~~628~~679		$	23,925,679
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expense	$	1,~~605~~493,~~431~~025		$	1,379,760
Accrued expenses - related parties		4,608,980			4,553,057
Accrued expenses – related parties		4,665,525			4,553,057
Accrued interest		~~530~~566,~~973~~411			429,200
Right of use – lease liabilities		~~278~~256,~~025~~550			223,330
Notes payable – current portion		~~315~~275,~~857~~830			312,180
Line of credit		1012,~~210~~690,~~485~~193			8,645,991
Convertible notes payable		105,000			105,000
Net liabilities of discontinued operations		238,285			238,285
Total current liabilities		1720,~~893~~290,~~036~~819			15,886,803
Notes payable		~~176~~140,~~177~~374			251,725
Operating lease liability – long term		~~161~~108,~~303~~979			185,877
Total liabilities		1820,~~230~~540,~~516~~172			16,324,405
Mezzanine equity
Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 948,907 and 921,636 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		3,448,398			3,339,317
Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 977,297 and 921,636 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		3,561,955			3,339,317
Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $4.00 par value; 407,184 and 397,464 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		1,615,667			1,576,788
Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value of $4.00 par value; 417,255 and 397,464 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		1,655,948			1,576,788
Total Mezzanine Equity		5,~~064~~217,~~065~~903			4,916,105
Stockholders' equity
Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $4.00, 1,267,467 and 1,279,867 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		5,069,868			5,119,468
Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value of $4.00, 0 and 1,279,867 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		–			5,119,468
Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $4.00, 74 shares issued and outstanding at March 31, 2025 and December 31, 2024		296			296
Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value of $4.00, 0 and 74 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		–			296
Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $4.00, 175,375 shares issued and outstanding at March 31, 2025 and December 31, 2024		701,500			701,500
Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $4.00, 0 and 175,375 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		–			701,500
Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $4.00, 3,875 shares issued and outstanding at March 31, 2025 and December 31, 2024		15,500			15,500
Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $4.00, 3,875 shares issued and outstanding at June 30, 2025 and December 31, 2024		15,500			15,500
Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $4.00, 10,466,592 and 10,469,092 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		41,866,368			41,876,368
Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, stated value $4.00, 10,075,092 and 10,469,092 issued and outstanding at June 30, 2025 and December 31, 2024, respectively		40,300,368			41,876,368
Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $4.00, 319,493 shares issued and outstanding at March 31, 2025 and December 31, 2024		1,277,972			1,277,972
Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $4.00, 319,493 shares issued and outstanding at June 30, 2025 and December 31, 2024		1,277,972			1,277,972
Series Y Senior Convertible Preferred Stock - 1,250,000 shares authorized, $0.001 par value, stated value of $4.00, 990,900 and 979,125 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		3,963,600			3,916,500
Series Y Senior Convertible Preferred Stock - 1,250,000 shares authorized, $0.001 par value, stated value of $4.00, 1,016,015 and 979,125 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		4,064,060			3,916,500
Common Stock; 300,000,000 shares authorized, $0.001 par value; 15,330,275 and 15,300,475 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		15,330			15,300
Common Stock: 300,000,000 shares authorized, $0.001 par value; 19,679,713 and 15,300,475 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		19,680			15,300
Additional paid-in capital		2230,~~770~~201,~~920~~734			22,711,350	)
Accumulated deficit		(7375,~~645~~125,~~307~~710	)		(72,949,085	)
Total stockholders’ equity		2753,~~036,047~~604			2,685,169
Total liabilities, mezzanine equity and stockholders’ equity	$	2526,~~330~~511,~~628~~679		$	23,925,679

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 ~~AND~~ AND 2024

(UNAUDITED)

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024 (Restated)			2025			2024 (Restated)
REVENUE	$	2,~~915~~789,~~567~~007		$	21,~~322~~471,~~132~~643		$	5,704,574		$	3,793,775
COST OF SALES		1,~~075~~093,~~034~~748			~~948~~793,~~154~~010			2,168,782			1,741,164
GROSS PROFIT		1,~~840~~695,~~533~~259			1678,~~373,978~~633			3,535,792			2,052,611
OPERATING EXPENSES
Depreciation expense		~~3,365~~763			3,~~365~~366			4,128			6,731
Loss on disposal of fixed assets		~~12,593~~–			–			12,593			–
Share based compensation		–97,500			~~300,225~~–			97,500			300,225
Selling, general and administrative		1987,~~280,641~~319			~~851~~834,~~396~~750			2,267,960			1,686,146
Total operating expenses		1,~~296~~085,~~599~~582			1838,~~154,986~~116			2,382,181			1,993,102
INCOME FROM OPERATIONS		543,934			218,992
INCOME (LOSS) FROM OPERATIONS		609,677			(159,483	)		1,153,611			59,509
OTHER (EXPENSE) INCOME
OTHER INCOME (EXPENSE)
Other expense		(1,597	)		–
Other income (expense)		–			2,047			(1,597	)		2,047
Penalties and fees		–			(1,000	)
Gain on debt refinance and forgiveness		–			78,834			–			78,834
Interest expense		(993,114	)		(376,269	)
Penalties and fees		–			(330	)		–			(1,330	)
Amortization of debt discounts		–			(13,515	)
Interest expense		(1,836,072	)		(41,347	)		(2,829,186	)		(417,616	)
Total other expense		(994,711	)		(390,784	)
Amortization of debt discounts		–			(11,306	)		–			(24,821	)
LOSS FROM CONTINUING OPERATIONS		(450,777	)		(171,792	)
Total other (expense) income		(1,836,072	)		27,898			(2,830,783	)		(362,886	)
LOSS FROM DISCONTINUED OPERATIONS		–			(111,312	)
LOSS FROM CONTINUING OPERATIONS		(1,226,395	)		(131,585	)		(1,677,172	)		(303,377	)
NET LOSS FOR THE PERIOD	$	(450,777	)	$	(283,104	)
LOSS FROM DISCONTINUED OPERATIONS		–			–			–			(111,312	)
PREFERRED STOCK DIVIDENDS		(245,445	)		(151,634	)
NET LOSS FOR THE PERIOD	$	(1,226,395	)	$	(131,585	)	$	(1,677,172	)	$	(414,689	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(696,222	)	$	(434,738	)
PREFERRED STOCK DIVIDENDS	$	(254,008	)	$	(326,174	)	$	(499,453	)	$	(477,808	)
BASIC AND DILUTED LOSS PER SHARE
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,480,403	)	$	(457,759	)	$	(2,176,625	)	$	(892,497	)
CONTINUING OPERATIONS	$	(0.05	)	$	(0.11	)
BASIC AND DILUTED LOSS PER SHARE
DISCONTINUED OPERATIONS	$	–		$	(0.03	)
CONTINUING OPERATIONS	$	(0.08	)	$	(0.04	)	$	(0.13	)	$	(0.11	)
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED		15,315,657			3,818,218
DISCONTINUED OPERATIONS	$	0.00		$	0.00		$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED		18,751,196			12,792,767			16,952,419			8,305,493

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(UNAUDITED)

	Preferred Stock Series A, I and Y							Preferred Stock Series B, E, F-1, and L							Preferred Stock Series C				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares			Amount				Shares			Amount				Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2024		11,448,219		$	45,792,868		–		1,778,610		$	7,114,440		–		74	$	296		15,300,475	$	15,300	$	22,711,350	$	(72,949,085	)	$	2,685,169
Conversion of series B preferred stock		–			–				(12,400	)		(49,600	)			–		–		24,800		25		49,575		–			–
Conversion of series I preferred stock		(2,500	)		(10,000	)			–			–				–		–		5,000		5		9,995		–			–
Issuance of series Y preferred stock		11,775			47,100				–			–				–		–		–		–		–		–			47,100
Preferred stock Dividends		–			–				–			–				–		–		–		–		–		(245,445	)		(245,445	)
Net loss		–			–		–		–			–		–		–		–		–		–		–		(450,777	)		(450,777	)
Balance, March 31, 2025		11,457,494		$	45,829,968		–		1,766,210		$	7,064,840		–		74	$	296		15,330,275	$	15,330	$	22,770,920	$	(73,645,307	)	$	2,036,047

Three and Six Months Ended June 30, 2025:

	Preferred Stock Series A and I								Preferred Stock Series B, E, F-1, J and L							Preferred Stock Series C							Common Stock						Additional Paid-In			Accumulated			Total Stockholders’ (Deficit)
	Preferred Stock Series A, I and Y						Preferred Stock Series B, E, F-1, and L					Preferred Stock Series C						Common Stock					Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		~~Amount~~		Shares		~~Shares~~Amount			~~Amount~~Shares		Amount		~~Shares~~		Shares		Amount			~~Shares~~Capital			~~Amount~~Deficit			~~Capital~~Equity			~~Deficit~~			~~Equity~~
Balance, December 31, 2023 (Restated)		14,885,002			$	59,540,000				4,364,057		$	17,456,228				123			$	492			25,121		$	25		$	(7,581,212	)	$	(68,684,115	)	$	731,418
Balance, December 31, 2024	11,448,219		$	45,792,868			1,778,610		$	7,114,440		74		$	296			15,300,475		$	15,300		$	22,711,350		$	(72,949,085	)	$	2,685,169
Conversion of convertible notes payable		–				–				–			–				–				–			1,222			1			1,679			–			1,680
Conversion of series B preferred stock	–			–			(12,400	)		(49,600	)	–			–			24,800			25			49,575			–			–
Conversion of series B preferred stock		–				–				(778,799	)		(3,115,196	)			–				–			1,557,598			1,558			3,113,638			–			–
Conversion of series I preferred stock	(2,500	)		(10,000	)		–			–		–			–			5,000			5			9,995			–			–
Conversion of series C preferred stock		–				–				–			–				(22	)			(88	)		220,000			220			(132	)		–			–
Issuance of series Y preferred stock	11,775			47,100			–			–		–			–			–			–			–			–			47,100
Conversion of series I preferred stock		(2,928,500	)			(11,714,000	)			–			–				–				–			5,857,000			5,857			11,708,143			–			–
Preferred stock dividends	–			–			–			–		–			–			–			–			–			(245,445	)		(245,445	)
Conversion of series J preferred stock		–				–				(1,542,225	)		(6,168,900	)			–				–			3,084,450			3,084			6,165,816			–			–
Net loss	–			–			–			–		–			–			–			–			–			(450,777	)		(450,777	)
Issuance of series I preferred stock to officers		132,500				530,000				–			–				–				–			–			–			63,600			–			593,600
Balance, March 31, 2025	11,457,494		$	45,829,968			1,766,210		$	7,064,840		74		$	296			15,330,275		$	15,330		$	22,770,920		$	(73,645,307	)	$	2,036,047
Cancellation of series C preferred stock		–				–				–			–				(2	)			(8	)		–			–			8			–			–
Conversion of series B preferred stock	–			–			(1,567,467	)		(6,269,868	)	–			–			3,134,936			3,135			6,266,733			–			–
Common stock issued for services		–				–				–			–				–				–			7,500			8			11,617			–			11,625
Conversion of series C preferred stock	–			–			–			–		(80	)		(320	)		800,000			800			(480	)		–			–
Common stock issued to board members		–				–				–			–				–				–			30,000			30			194,970			–			195,000
Conversion of series E preferred stock	–			–			(229,375	)		(917,500	)	–			–			458,750			459			917,041			–			–
Common stock issued in Red Rock settlement		–				–				–			–				–				–			37,104			37			111,275			–			111,312
Issuance of series Y preferred stock	25,115			100,460			–			–		–			–			–			–			–			–			100,460
Preferred stock Dividends		–				–				–			–				–				–			–			–			–			(151,634	)		(151,634	)
Issuance of B, C and E preferred stock in exchange for series I preferred stock	(391,500	)		(1,566,000	)		354,000			1,416,000		6			24			–			–			149,976			–			–
Net loss		–				–				–			–				–				–			–			–			–			(283,104	)		(283,104
Common stock issued for services	–			–			–			–		–			–			15,000			15			97,485			–			97,500
Balance, March 31, 2024		12,089,002			$	48,356,000				2,043,033		$	8,172,132				99			$	396			10,819,995		$	10,820		$	13,789,402		$	(69,118,853	)	$	1,209,897
Common stock cancelled for legal settlement	–			–			–			–		–			–			(59,248	)		(59	)		59			–			–
Preferred stock dividends	–			–			–			–		–			–			–			–			–			(254,008	)		(254,008	)
Net loss	–			–			–			–		–			–			–			–			–			(1,226,395	)		(1,226,395	)
Balance, June 30, 2025	11,091,109		$	44,364,428			323,368		$	1,293,472		–		$	–			19,679,713		$	19,680		$	30,201,734		$	(75,125,710	)	$	753,604

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

Three and Six Months Ended June 30, 2024:


	Preferred Stock Series A and I					Preferred Stock Series B, E, F-1, J and L					Preferred Stock Series C					Common Stock			Additional Paid-In			Accumulated			Total Stockholders’ (Deficit)
	Shares		Amount			Shares		Amount			Shares		Amount			Shares	Amount		Capital			Deficit			Equity
Balance, December 31, 2023 (Restated)	14,885,002		$	59,540,000		4,364,057		$	17,456,228		123		$	492		25,121	$	25	$	(7,581,212	)	$	(68,684,115	)	$	731,418
Conversion of convertible notes payable	–			–		–			–		–			–		1,222		1		1,679			–			1,680
Conversion of series B preferred stock	–			–		(778,799	)		(3,115,196	)	–			–		1,557,598		1,558		3,113,638			–			–
Conversion of series C preferred stock	–			–		–			–		(22	)		(88	)	220,000		220		(132	)		–			–
Conversion of series I preferred stock	(2,928,500	)		(11,714,000	)	–			–		–			–		5,857,000		5,857		11,708,143			–			–
Conversion of series J preferred stock	–			–		(1,542,225	)		(6,168,900	)	–			–		3,084,450		3,084		6,165,816			–			–
Issuance of series I preferred stock to officers	132,500			530,000		–			–		–			–		–		–		63,600			–			593,600
Cancellation of series C preferred stock	–			–		–			–		(2	)		(8	)	–		–		8			–			–
Common stock issued for services	–			–		–			–		–			–		7,500		8		11,617			–			11,625
Common stock issued to board members	–			–		–			–		–			–		30,000		30		194,970			–			195,000
Common stock issued in Red Rock settlement	–			–		–			–		–			–		37,104		37		111,275			–			111,312
Preferred stock dividends	–			–		–			–		–			–		–		–		–			(151,634	)		(151,634	)
Net loss	–			–		–			–		–			–		–		–		–			(283,104	)		(283,104	)
Balance, March 31, 2024 (Restated)	12,089,002		$	48,356,000		2,043,033		$	8,172,132		99		$	396		10,819,995	$	10,820	$	13,789,402		$	(69,118,853	)	$	1,209,897
Conversion of series B preferred stock	–			–		(380,500	)		(1,522,000	)	–			–		761,000		760		1,521,240			–			–
Conversion of series C preferred stock	–			–		–			–		(39	)		(156	)	390,000		390		(234	)		–			–
Conversion of series E preferred stock	–			–		(80,375	)		(321,500	)	–			–		160,750		161		321,339			–			–
Conversion of series F-1 preferred stock	–			–		(10,002	)		(40,008	)	–			–		20,004		20		39,988			–			–
Conversion of series I preferred stock	(448,500	)		(1,794,000	)	–			–		–			–		897,000		897		1,793,103			–			–
Conversion of series J preferred stock	–			–		(171,359	)		(685,436	)	–			–		342,718		343		685,093			–			–
Issuance of series Y preferred stock	938,908			3,755,632		–			–		–			–		–		–		–			–			3,755,632
Preferred stock dividends	–			–		–			–		–			–		234,909		235		1,372,269			(326,174	)		1,046,330
Net loss	–			–		–			–		–			–		–		–		–			(131,585	)		(131,585	)
Balance, June 30, 2024 (Restated)	12,579,410		$	50,317,632		1,400,797		$	5,603,188		60		$	240		13,626,376	$	13,626	$	19,522,200		$	(69,576,612	)	$	5,880,274

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 AND 2024

(UNAUDITED)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025			2024 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~450~~1,~~777~~677,172	)	$	(~~283~~414,~~104~~689	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		34,~~365~~128			36,~~365~~731
Amortization of debt discount		–			1324,~~515~~820
Provision for credit losses		112,727			–
Conversion and note issuance cost		–			1,000
Loss on disposal of assets		12,593			–
Interest included in line of credit		2,579,283			845,427
Gain on settlement or forgiveness of debt		–			(78,834	)
Share issuance for compensation to directors and officers		–			288,600
Share issuance for service rendered		–97,500			11,625
(Increase) decrease in:
Accounts receivable		(13,~~680~~371,~~291~~656	)		(1,~~344~~555,~~676~~885	)
Right of use – assets		58133,~~492~~771			(59,~~259~~640	)
Prepaids and other current assets		(1922,~~593~~364	)		(417,~~200~~425	)
Increase (decrease) in:
Accounts payable and accrued expense		~~230~~119,~~608~~855			56(367,~~978~~400	)
Due to related party		–			(75,153	)
Accrued officers’ compensation		112,468			119,999
Accrued officers’ compensation		55,923			90,000
Accrued interest		137,211			(6,700	)
Accrued interest		101,773			48,446
Right of use – liabilities		(127,347	)		67,071
Right of use – liabilities		(53,548	)		(53,471	)
Net cash used in operating activities		(1,889,003	)		(1,135,300	)
Net cash used in operating activities		(1,628,728	)		(1,187,816	)
Net cash provided by discontinued operations – operating		–			111,312
FINANCING ACTIVITIES
Repayment of SBA loans		(2,193	)		(160	)
Payments to director		–			(120,997	)
Net proceeds from line of credit		1,564,494			1,463,273
Repayment of SBA loans		(4,386	)		(2,352	)
Payment of note payable		(75,000	)		–
Net proceeds from line of credit		1,464,919			3,677,268
Payment of dividends on preferred stock		(50,000	)		–
Payment on convertible notes		–			(100,079	)
Net cash provided by financing activities		1,437,301			1,463,113
Payment on note payable		(150,000	)		–
NET (DECREASE) INCREASE IN CASH		(191,427	)		386,609
Payment of dividends on preferred stock		(50,000	)		(100,000	)
Net cash provided by financing activities		1,260,533			3,353,840
NET (DECREASE) INCREASE IN CASH		(628,470	)		2,329,852
CASH, BEGINNING OF PERIOD		1,188,185			866,943
CASH, END OF PERIOD	$	~~996~~559,~~758~~715		$	13,~~253~~196,~~552~~795
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest	$	56,~~322~~685		$	50122,~~000~~279
NON-CASH INVESTING AND FINANCING ACTIVITIES*:
Common stock issued upon conversion of notes payable	$	–		$	1,680
Common stock issued upon conversion of preferred stock	$	294,~~800~~423		$	–13,290
Interest expense included in the line of credit balance	$	830,096		$	274,429
Series Y preferred stock issued in exchange of convertible notes payable	$	–		$	3,755,632
Dividends on preferred stock, including accrued dividends on preferred stock	$	228,023		$	151,634
Promissory note payable issued in settlement agreement	$	–		$	535,000
Dividends on preferred stock, including accrued dividends on preferred stock	$	514,608		$	449,371

*For the ~~three~~six months ended ~~March~~June 3130, 2025, a lease modification recorded during the first quarter of 2025 increased right of use assets and right of use liabilities by $83,669. For the ~~three~~six months ended ~~March~~June 3130, 2024, a lease modification recorded during the first quarter of 2024 increased right of use assets and right of use liabilities by $139,232 and a new lease recorded during the second quarter of 2024 increased right of use assets and right of use liabilities by $47,406.

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2025 ~~AND~~ AND 2024

(UNAUDITED)

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; and

	·	Edge View Properties, Inc. (“Edge View”), which was acquired on July 16, 2014.

Principles of Consolidation

The consolidated financial statements include ~~the~~ the accounts of Cardiff and its wholly owned subsidiaries, Nova and Edge View (collectively, the “Company”). All significant ~~intercompany~~ intercompany accounts and transactions are eliminated in consolidation. The loss from discontinued operations presented in the condensed ~~consolidated~~ consolidated statement of operations for the six months ended June 30, 2024 is a part of the execution of a settlement ~~during the three months ended March 31, 2024~~ that was previously reached in July 2022 with six previous owners of Red Rock Travel Group, LLC (“Red Rock”), an entity that was discontinued by the Company in May 2019. Net liabilities from discontinued operations on the condensed consolidated balance sheets as of ~~March~~June 3130, 2025 and December 31, 2024 include the residual liabilities related to the sale of Platinum Tax Defenders (“Platinum Tax”), a business previously owned by the Company, which was sold in November 2023. Please refer to Note 11. Discontinued Operations for further detail.

Reclassifications

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.”

Use of Estimates

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

Accounts Receivable

In the normal course of business, the Company is in the lien based medical industry providing orthopedic healthcare servicing an uninsured market insulated by a letter of protection ~~which~~ 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 1.0% 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 ~~March~~June 3130, 2025 and December 31, 2024, the Company’s allowance for credit losses was $249,799 and $255,215, respectively. As of ~~March~~June 3130, 2024 and December 31, 2023, the Company’s allowance for credit losses was $122,190 for each period, respectively. The Company recognized $0 and $112,727 ~~and~~ $0 of credit loss expense during the three ~~months~~and six months ended ~~March~~June 3130, 2025, respectively, and ~~2024~~$0 during the three and six months ended June 30, ~~respectively~~2024, which is included in selling, general ~~and~~ and administrative expenses in the condensed consolidated statement of operations. The balance of accounts receivable, net as of January 1, 2024 was $13,305,254.

The following table shows the allowance for credit losses activity:

Schedule of allowance for credit losses activity
	2025			2024
Balance at January 1	$	(255,215	)	$	(122,190	)
Current period provision		(112,727	)		–
Write off charged against the allowance		118,143			–
Balance at March 31	$	(249,799	)	$	(122,190	)
Balance at June 30	$	(249,799	)	$	(122,190	)

Property and Equipment

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

Schedule of estimated useful lives
Classification		Useful Life
Equipment, furniture, and fixtures		5 - 7 years
Medical equipment		10 years
Leasehold improvements		10 years or lease term, if shorter

Goodwill

Goodwill is not amortized but is evaluated for ~~impairment~~ 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 as such to determine whether it is more likely than not the fair value is less than the carry amount, including goodwill. The annual evaluation 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. During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company did not recognize any goodwill impairment and noted there were no such triggering events.

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.

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.

11The 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.

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.13

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 ~~three~~six months ended ~~March~~June 3130, 2024, the Company underwent efforts to accelerate cash ~~settlement~~ 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 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~~ realization rates. As a result of the new efforts to accelerate cash settlement during the ~~three~~six months ended ~~March~~June 3130, 2024, the Company realized a 42.93% average settlement rate of its gross billed charges during this time frame, which were historically recorded in accounts ~~receivable~~ receivable and revenue at 49% of gross billings. Accordingly, the Company recorded reductions to net revenue of $~~339~~859,~~834~~321 and $1,199,155 for the three and six months ended ~~March~~June 3130, 2024. The Company will continue to evaluate its estimate of its settlement realization rates in the future, ~~which~~ which will include a monthly review of the Company’s trailing 24-month historical settlement realization rate, along with estimates of 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. As of June 30, 2025, the settlement realization rate at which the Company’s accounts receivable and revenue is recorded is 43.18%.

Contract Fees (Non-PIP)

The Company has contract fees for amounts earned ~~from~~ from its Non PIP related procedures, typically car accidents, and are settled on a contingency basis. Prior to April 2023, these cases ~~were~~ 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 in an approximate 54% reduction from the accounts receivables amounts. After selling patient cases to the factor, any additional funds ~~settled~~ settled by the Company were remitted to the factor. The Company evaluated the factored adjustments considering the actual factored amounts ~~per~~ per patient on a quarterly interval, and the reductions from accounts receivable that were factored were recorded in finance charges as ~~other~~ other expenses on the consolidated statement of operations. As a result of the Company’s eighteen to twenty-four month settlement realization time ~~timeframe~~frame, 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. 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 and changes in stockholders’ equity. The Company recognized advertising and marketing expense of $90113,169 and $8296,~~051~~899 for the three months ended June 30, 2025 and 2024, respectively. The Company recognized advertising and marketing expense of $203,338 and $171,950 for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively.

1214

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 Financial Accounting Standards Board (“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.

ASC 740 prescribes a comprehensive model for how ~~companies~~ 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. A deferred tax asset is recognized only if the underlying tax position meets the ASC 740 recognition threshold and is therefore not an uncertain tax position. Even if it meets the recognition threshold, a valuation allowance may be necessary if the future benefits are not likely to materialize (e.g., insufficient future taxable income).

13As of June 30, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

As of March 31, 2025 and 2024, the Company did not 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 sustained recurring operating losses since its inception and has an accumulated deficit of $7375,~~645~~125,~~307~~710 as of ~~March~~June 3130, 2025. These factors raise a substantial doubt about the Company’s ~~ability~~ 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 is in continuous discussions with 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, if overall Company expenses increase, the Company may need to implement 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.

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~~815-40).” 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.	RESTATEMENT OF FINANCIAL STATEMENTS

~~The~~During ~~Company restated its financial statements for~~ the three months ended ~~March~~June 3130, ~~2024~~2025, as part aof ~~result~~the ofCompany’s aongoing ~~change~~enhancements into ~~classification~~internal controls over financial reporting, a detailed review of ~~credit~~its ~~loss~~interest expense-related cash toflow ~~net~~classification ~~revenue~~was performed. ~~Subsequent to~~As a result, the ~~preparation~~Company ofrestated certain amounts within the ~~financial~~condensed ~~statements~~consolidated statement of cash flows for the ~~three~~six months ended ~~March~~June 3130, 2024,. This was reclassified to correct the ~~Company~~presentation ~~identified~~of ~~and~~$845,427 ~~corrected~~of ~~its~~non-cash ~~accounting~~interest ~~for~~accrual ~~its~~adjustments ~~credit~~related ~~loss~~to ~~expense~~the Company’s line of ~~$339~~credit as of June 30,~~834,~~ ~~which~~2024. ~~was~~These ~~reclassified~~amounts, topreviously presented within net proceeds ~~revenue~~from asthe ~~variable~~line ~~consideration~~of ~~accounted~~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 ~~under~~any ~~ASC~~related ~~606~~period.

The following table summarizes the impact of ~~the~~ the correction on the Company’s condensed consolidated statement of ~~operations~~cash flows for the ~~three~~period ~~months~~ending ~~ended~~June ~~March 31~~30, 2024. ~~This adjustment had no effect on the Company’s condensed consolidated balance sheet, reported loss from operations, net loss, or cash used in operating activities for the period adjusted.~~

Schedule of restated financial information	Impact of correction of error
	Impact of correction of error
Six months ended June 30, 2024 (Unaudited)	As previously reported			Adjustments			As restated
	As previously reported			Adjustments			As restated
Net cash used in operating activities of continuing operations	$	(1,980,727	)	$	845,427		$	(1,135,300	)
For the three months ended March 31, 2024 (unaudited)
Net cash provided by financing activities of continuing operations	$	4,199,267		$	(845,427	)	$	3,353,840
Revenue	$	2,661,966		$	(339,834	)	$	2,322,132
Selling, general and administrative	$	1,191,230		$	(339,834	)	$	851,396

The Company previously restated its financial statements for the three and six months ended June 30, 2024 via Form 10-Q/A, filed October 17, 2024, as a result of a change in classification of credit loss expense to net revenue. During the original preparation of the financial statements for the three and six months ended June 30, 2024, the Company identified and corrected its accounting for its credit loss expense of $859,321 and $1,199,155, respectively, which was reclassified to net revenue as variable consideration accounted for under ASC 606.

The following table summarizes the impact of the correction on the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2024. This adjustment had no effect on the Company’s condensed consolidated balance sheet, reported loss from operations, net loss, or cash used in operating activities for the periods adjusted. There have been no further corrections from the amended Form 10-Q/A as filed on October 17, 2024.

Balance sheet


	Impact of correction of error
June 30, 2024 (Unaudited)	As previously reported		Adjustments		As restated in Form 10-Q/A

Total assets	$	24,659,020	$	42,862	$	24,701,882

Total stockholders’ equity	$	5,837,412	$	42,862	$	5,880,274

Statement of operations

	Impact of correction of error
Three months ended June 30, 2024 (Unaudited)	As previously reported			Adjustments			As restated in Form 10-Q/A

Revenue	$	2,330,964		$	(859,321	)	$	1,471,643
Cost of sales		793,010			–			793,010
Gross profit		1,537,954			(859,321	)		678,633
Operating expense		1,740,299			(902,183	)		838,116
Loss from operations	$	(202,345	)	$	42,862		$	(159,483	)
Other income, net		27,898			–			27,898
Net loss for the period	$	(174,447	)	$	42,862		$	(131,585	)
Preferred stock dividends	$	(326,174	)	$	–		$	(326,174	)
Net loss attributable to common shareholders	$	(500,621	)	$	42,862		$	(457,759	)

	Impact of correction of error
Six months ended June 30, 2024 (Unaudited)	As previously reported			Adjustments			As restated in Form 10-Q/A

Revenue	$	4,992,930		$	(1,199,155	)	$	3,793,775
Cost of sales		1,741,164			–			1,741,164
Gross profit		3,251,766			(1,199,155	)		2,052,611
Operating expense		3,235,119			(1,242,017	)		1,993,102
Loss from operations	$	16,647		$	42,862		$	59,509
Other income, net		(362,886	)		–			(362,886	)
Net loss before discontinued operations		(346,239	)		42,862			(303,377	)
Loss from discontinued operations		(111,312	)		–			(111,312	)
Net loss for the period	$	(457,551	)	$	42,862		$	(414,689	)
Preferred stock dividends	$	(477,808	)	$	–		$	(477,808	)
Net loss attributable to common shareholders	$	(935,359	)	$	42,862		$	(892,497	)

3.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of accounts payable and accrued expenses
	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Accounts payable	$	~~709~~722,~~704~~335	$	684,324
Accrued credit cards		91,~~575~~088		14,322
Accrued liability for settlements of previously factored receivables		~~389~~357,~~572~~578		242,292
Accrued income and property taxes		3,~~317~~687		3,317
Accrued professional fees		29,122		29,122
Accrued board fees		–		15,000
Accrued expense – dividend payable		32,~~578~~290		32,190
Accrued public company fees		5,000		5,000
Accrued payroll and bonuses		~~386~~341,~~563~~925		346,347
Accrued expense – medical procedures		~~40,000~~–		7,846
Total	$	1,~~605~~493,~~431~~025	$	1,379,760

4. ~~PLANT~~PROPERTY AND EQUIPMENT, NET

Property and equipment as of ~~March~~June 3130, 2025 and ~~December~~ December 31, 2024 is as follows:

Schedule of property and equipment
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Medical equipment	$	23,640		$	96,532
Computer equipment		9,189			9,189
Furniture, fixtures and equipment		15,079			15,079
Leasehold improvement		15,950			15,950
Total		63,858			136,750
Less: accumulated depreciation		(5859,~~619~~381	)		(115,552	)
Property and equipment, net	$	54,~~239~~477		$	21,198

For the three months ended ~~March~~June 3130, 2025 and 2024, depreciation expense was $763 and $3,~~365~~366, respectively. AtFor ~~March~~the 31six months ended June 30, 2025 and 2024, depreciation expense was $4,128 and $6,731, respectively. During the first quarter of 2025, the Company identified assets that were no longer functional in its medical facilities. As such, the Company has recorded a reduction in medical equipment and the related depreciation which resulted in a loss from the disposal of $12,593 in the condensed consolidated statement of operations for the ~~three~~six months ended ~~March~~June 3130, 2025.

LAND

As of ~~March~~June 3130, 2025 and December 31, 2024, the ~~Company~~ 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 on July 16, 2014, the Company assumed amounts due from previous owners who are current managers of Edge View. These amounts are due on ~~demand~~ demand and do not bear interest. The balance of these amounts is $4,979 due from the previous owners as of ~~March~~June 3130, 2025 and December 31, 2024.

The Company previously obtained $120,997 in short-term advances from the Chairman of the Board that were non-interest bearing and due on demand. During the six months ended June 30, 2024, the Company fully repaid the $120,997 owed to the Chairman.

On August 25, 2023, the Company issued a twelve-month convertible promissory note in the principal amount of $5,000 to the Company’s CEO for the Company’s operating expenses. The rate of interest is 10% per annum. In August of 2024, the remaining outstanding principal and interest of $5,501 was paid in full.

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

7.	NOTES AND LOANS PAYABLE

Notes payable at ~~March~~June 3130, 2025 and December 31, ~~2024~~ 2024 are summarized as follows:

Schedule of notes payable
	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Notes and loans payable	$	1013,~~702~~106,~~519~~397		$	9,209,896
Less current portion		(1012,~~526~~966,~~342~~023	)		(8,958,171	)
Long-term portion	$	~~176~~140,~~177~~374		$	251,725

Long-term debt matures as follows:

Schedule of maturities of long-term debt
	Amount
2025 (remainder of year)	$	1012,~~450~~853,~~125~~602
2026		114,~~868~~841
2027		4,~~868~~841
2028		4,~~868~~841
2029		4,~~868~~840
Thereafter		~~122~~123,~~922~~432
Total	$	1013,~~702~~106,~~519~~397

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.

1620

The note does not bear interest and requires ~~fixed~~ 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 90th, 180th, and 240th days following the closing of the Offering, respectively; (ii) if the Company raises at least $6 million but less than $7 million in the Offering, then it must pay $390,000 on the closing date of the Offering and $145,000 on the 90th 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 (2nd) 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 unaudited, consolidated statement of operations for quarter ended June 30, 2024, in accordance with FASB Topic 470 Borrower’s Accounting for Debt Modifications. During the ~~three~~six months ended ~~March~~June 3130, 2025, the Company paid $75150,000 against the outstanding principal balance. At ~~March~~June 3130, 2025 and December 31, 2024, the remaining principal balance was $~~335~~260,000 and $410,000, respectively.

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 ~~March~~June 3130, 2025 and December 31, 2024. The accrued interest of the debenture was $9,~~195~~523 and $8,869 at ~~March~~June 3130, 2025 and December 31, 2024, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture.

Small Business Administration (“SBA”) Loans

On June 2, 2020, the Company obtained an SBA loan in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June 2, 2050. The principal balance and accrued interest at ~~March~~June 3130, 2025 was $~~146~~145,~~045~~215 and $0, respectively, and principal balance and accrued interest at December 31, 2024 was $142,916 ~~and~~ and $0, 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”). This revolving and purchase security agreement is structured as a secured borrowing, under which accounts receivable are pledged as collateral to ~~sell~~secure advances under our line of credit. The related accounts receivable remain recorded as assets on our balance sheet, and the amounts drawn are recorded as a liability under ‘Line of Credit’ until repaid. Under the terms of the facility, the Company may request advances up to 70% of eligible receivables, with the remaining balance held as a reserve. The Company is required to repurchase or replace certain ineligible or uncollected receivables. All collections on pledged receivables are remitted directly to the lender and applied to the outstanding borrowing. The lender has recourse, ~~Nova’s~~to the Company for uncollected balances and maintains the right to enforce its security interest upon default. Initially, accounts receivables pledged for athis revolving ~~financing~~and purchase security agreement for 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 March 31, 2025, and December 31, 2024, the Company had $10,210,485 and $8,645,991, respectively, outstanding balance against the revolving receivable line of credit. The unused line of credit balance as of March 31, 2025 and December 31, 2024 was $4,789,515 and $6,354,009, respectively. The accrued interest related to the line of credit was $411,300 and $315,031 as of March 31, 2025 and December 31, 2024, respectively. The revolving purchase and security agreement includes discounts recorded as interest expense on each funding and matures on September 29, 2025.

1721

Under the terms of the facility, collections from these receivables are used to repay advances outstanding, which are recognized as secured borrowings totaling $12,690,193 and $8,645,991, as of June 30, 2025 and December 31, 2024, respectively. The unused line of credit balance as of June 30, 2025 and December 31, 2024 was $2,309,807 and $6,354,009, respectively. The accrued interest related to the line of credit was $441,174 and $315,031 as of June 30, 2025 and December 31, 2024, respectively. The revolving purchase and security agreement includes discounts recorded as interest expense on each funding and matures on September 29, 2025. The facility is subject to customary recourse and repurchase provisions, and includes certain covenants and restrictions on further pledge or sale of receivables.

8.	CONVERTIBLE NOTES PAYABLE

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had convertible debt outstanding net of amortized debt discount of $105,000. During the ~~three~~six months ended ~~March~~June 3130, 2025, the Company did not receive any proceeds from convertible notes and no interest was repaid. During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company ~~did~~made $100,080 ~~not~~in ~~receive~~principal ~~any~~payments ~~proceeds~~to ~~from~~the ~~convertible~~holder ~~notes~~of Notes 9 and ~~repaid~~10-1 and paid the total outstanding accrued interest on these notes on the amount of $5022,279. The Company also paid $100,000 of accrued interest to convertible noteholder related to note 40-1. ~~There~~On ~~are~~June no11, ~~debt~~2024, the ~~discounts~~Company ~~associated~~entered into a settlement agreement and release of claims with the ~~convertible~~holder ~~debt~~of atNotes ~~March~~29-2, 3137-1, ~~2025~~37-2 and 37-3 (see below and also Note 7. Notes and ~~December~~Loans ~~31,~~Payable ~~2024~~for further details). Pursuant to the settlement agreement and release of claims, ~~respectively~~the holder agreed to cancel these notes in exchange for a new fixed amount settlement promissory note in the principal amount of $535,000. ~~For~~Additionally, during the ~~three~~six months ended ~~March~~June 3130, ~~2025 and~~ 2024, the Company ~~recorded~~exchanged ~~amortization~~Notes of40-1, ~~debt discounts~~40-2, of40-3, ~~$0 and~~40-4, ~~$13~~40-5,~~515~~ 40-6, 40-7, 40-8, 40-9 and 40-10 ~~respectively~~for the issuance of 938,908 shares of series Y senior convertible preferred stock to the noteholder. See also Note 9. Capital Stock.

~~Convertible~~There ~~notes~~are asno ofunamortized ~~March~~debt 31discounts associated with the convertible debt at June 30, 2025 and December 31, 2024. ~~are~~For ~~summarized~~the asthree ~~follows:~~months ended June 30, 2025 and 2024, the Company recorded amortization of debt discounts of $0 and $11,306, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded amortization of debt discounts of $0 and $24,821, respectively.

Schedule of convertible notes
	March 31, 2025		December 31, 2024
Convertible notes payable	$	105,000	$	105,000
Discounts on convertible notes payable		–		–
Total convertible debt less debt discount		105,000		105,000
Current portion		105,000		105,000
Long-term portion	$	–	$	–

During the six months ended June 30, 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 six months ended June 30, 2024.

~~The~~Convertible ~~following~~notes isas ~~a schedule~~ of ~~convertible notes~~June ~~payable~~30, as2025 of and ~~for~~December 31, ~~three~~2024 ~~months~~are ~~ended~~summarized ~~March~~as ~~31, 2025.~~follows:

Schedule of convertible notes payable
Schedule of convertible notes
Note #	Issuance		Maturity	Principal Balance 12/31/24		Settlements and/or Principal Conversions		New Loans or (Cash Paydown)		Shares Issued Upon Conversion or Exchange		Principal Balance 3/31/25		Accrued Interest on Convertible Debt at 12/31/24		Interest On Convertible Debt For the Period Ended 3/31/25		Accrued Interest on Convertible Debt at 3/31/25
	June 30, 2025			December 31, 2024
10	01/24/2017		01/24/2018		55,000		–		–		–		55,000		91,905		2,712		94,617
Convertible notes payable	$	105,000		$	105,000
10-2	03/30/2023		03/30/2024		25,000		–		–		–		25,000		7,538		1,233		8,771
Discounts on convertible notes payable		–			–
10-3	08/11/2023		08/11/2024		25,000		–		–		–		25,000		5,859		1,233		7,092
Total convertible debt less debt discount		105,000			105,000
				$	105,000	$	–	$	–		–	$	105,000	$	105,302	$	5,178	$	110,480
Current portion		105,000			105,000
Long-term portion	$	–		$	–

The following is a schedule of convertible notes payable as of and for six months ended June 30, 2025.

Schedule of convertible notes payable
Note #	Issuance	Maturity	Principal Balance 12/31/24		Settlements and/or Principal Conversions		New Loans or (Cash Paydown)		Shares Issued Upon Conversion or Exchange		Principal Balance 6/30/25		Accrued Interest on Convertible Debt at 12/31/24		Interest On Convertible Debt For the Period Ended 6/30/25		Accrued Interest on Convertible Debt at 6/30/25
10	01/24/2017	01/24/2018		55,000		–		–		–		55,000		91,905		5,456		97,361
10-2	03/30/2023	03/30/2024		25,000		–		–		–		25,000		7,538		2,479		10,017
10-3	08/11/2023	08/11/2024		25,000		–		–		–		25,000		5,859		2,480		8,339
			$	105,000	$	–	$	–		–	$	105,000	$	105,302	$	10,415	$	115,717

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. 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 10-2 and 10-3 are currently in default and accrue interest at a default interest rate of 20% per annum. At the sole option of the holder, Notes 10-2 and 10-3 may convert the outstanding principal amount, or any portion of the principal amount, and any accrued interest, in whole or in part, into shares of the Company’s common stock. The conversion price is $0.25 per share or 50% of the lowest closing price on the primary trading market on which the Company’s common stock is quoted for the last ten trading days immediately prior to but not including the conversion date, whichever is lower.

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. 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. See Note 7. Notes and Loans Payable for further details.

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 a 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 an 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 matured in one year from the note issuance date and accrued interest at a rate of 10% per annum.

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.

9.	CAPITAL STOCK

The Company is authorized to issue 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 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

As of June 30, 2025 and December 31, 2024, there were 977,297 and 921,636 shares of series N senior convertible preferred stock issued and outstanding, respectively.

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. For the ~~three~~six months ended ~~March~~June 3130, 2025, cumulative dividends earned on the series N senior convertible preferred stock were $~~109~~222,~~081~~638. The cumulative accrued dividends as of ~~March~~June 3130, 2025 were paid by the Company via the issuance of 2755,~~271~~661 shares of of series N senior convertible preferred stock.

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.

Conversion Rights. Each share of series 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

As of June 30, 2025 and December 31, 2024, there were no shares of series R convertible preferred issued and outstanding. The series R convertible preferred stock was cancelled as part of the June 2024 promissory note and settlement agreement. See also Note 7. Notes and Loans Payable and Note 8. Convertible Notes Payable.

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.

Dividend Rights. The holders of series 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. There were no cumulative dividends at December 31, 2024.

Liquidation Rights. Upon any liquidation, 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.

Conversion Rights. Each share of series 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.

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 (5th) 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 therefore is delivered;

	·	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 therefore 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).

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· 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).

Series X Senior Convertible Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 417,255 and 397,464 shares of series X senior convertible preferred stock issued and outstanding, respectively.

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. For the ~~three~~six months ended ~~March~~June 3130, 2025, cumulative dividends earned on the series X senior convertible preferred stock were $3879,~~880~~161. The cumulative accrued dividends as of ~~March~~June 3130, 2025 were paid by the Company via ~~the~~ the issuance of 919,~~720~~791 shares of 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.

Conversion Rights. Each share of series 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.

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

As of June 30, 2025 and December 31, 2024, there were 2 shares of series A preferred stock issued and outstanding.

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 the 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.

Series B Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 0 and 1,279,867 shares of series B preferred stock issued and outstanding, respectively. During the six months ended June 30, 2025, all outstanding shares of series B preferred stock were converted into common 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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

Conversion Rights. Each share of series 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 preferred stock do not have any redemption rights.

Series C Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 0 and 74 shares of series C preferred stock issued and outstanding, respectively. During the six months ended June 30, 2025, all outstanding shares of series C preferred stock were converted into common 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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

Conversion Rights. Each share of series 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.

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Series E Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 0 and 175,375 shares of series E preferred stock issued and outstanding, respectively. During the six months ended June 30, 2025, all outstanding shares of series E preferred stock were converted into common 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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

Conversion Rights. Each share of series 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

As of June 30, 2025 and December 31, 2024, there were 3,875 shares of series F-1 preferred stock issued and outstanding.

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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Conversion Rights. Each share of series 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 preferred stock do not have any redemption rights.

Series I Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 10,075,092 and 10,469,092 shares of series I preferred stock issued and outstanding, respectively.

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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

Conversion Rights. Each share of series 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 preferred stock do not have any redemption rights.

Series J Preferred Stock

As of June 30, 2025 and December 31, 2024, there were no shares of series J preferred stock issued and outstanding. During the six months ended June 30, 2024, all outstanding shares of series J preferred stock were converted into common 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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

Conversion Rights. Each share of series 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 preferred stock do not have any redemption rights.

Series L Preferred Stock

As of June 30, 2025 and December 31, 2024, there were 319,493 shares of series L preferred stock issued and outstanding.

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.

Dividend Rights. The holders of series 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.

Liquidation Rights. Upon any liquidation, 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.

Voting Rights. On any matter presented 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.

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

Redemption Rights. Holders of series L preferred stock do not have any redemption rights.

Series Y Senior Preferred Stock

OnAs ~~May~~of ~~15,~~June ~~2024~~30, in2025 ~~conjunction~~and ~~with~~December ~~the~~31, ~~exchange of~~2024, ~~certain~~there ~~senior~~were 1,016,015 ~~secured~~and ~~convertible promissory notes~~979,125 ~~938,908~~ shares of series Y ~~preferred~~ senior convertible preferred stock ~~were~~ issued ~~with~~ anand ~~aggregate value of $3~~outstanding,~~755,632~~ respectively.

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. For the ~~three~~six months ended ~~March~~June 3130, 2025, cumulative dividends earned on the series Y senior convertible preferred stock were $97197,~~487~~657. The cumulative accrued dividends as of ~~March~~June 3130, 2025, were paid by the Company via the issuance of 1136,~~775~~890 shares of series Y senior convertible preferred stock and $50,000 in cash. At ~~March~~June 3130, 2025, the total dividends payable was $32,~~578~~290.

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 ~~three~~six months ended ~~March~~June 3130, 2025, the Company executed the following transactions:

· An aggregate of 12300,~~400~~000 shares of series B preferred stock, 6 shares of series C preferred stock and 54,000 shares of series E preferred stock were issued in exchange for the cancellation of an aggregate of 391,500 shares of series I preferred stock. · An aggregate of 1,579,867 shares of series B preferred stock were converted into an aggregate of 243,159,736 shares of common stock. · An aggregate of 80 shares of series C preferred stock were converted into an aggregate of 800,000 shares of common stock. · An aggregate of 229,375 shares of series E preferred stock were converted into an aggregate of 458,750 shares of common stock. · An aggregate of 2,500 shares of series I preferred stock were converted into an aggregate of 5,000 shares of common stock. · An aggregate of 1136,~~775~~890 shares of series Y senior convertible preferred stock were issued with an aggregate value of $47147,~~100~~560. · An aggregate of 2755,~~271~~661 shares of series N senior convertible preferred stock were issued with an aggregate value of $~~109~~222,~~081~~638. · An aggregate of 919,~~720~~791 shares of series X senior convertible preferred stock were issued with an aggregate value of $3879,~~880~~161.

During the ~~three~~six months ended ~~March~~June 3130, 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 former Chief Accounting Officer, for $10,000, at the fair value of $4.48 per share. · An aggregate of 1,159,299 shares of series B preferred stock were converted into an aggregate of 2,318,598 shares of common stock. · An aggregate of 61 shares of series C preferred stock were converted into an aggregate of 610,000 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 10,002 shares of series F-1 preferred stock were converted into an aggregate of 20,004 shares of common stock. · An aggregate of 3,377,000 shares of series I preferred stock were converted into an aggregate of 6,754,000 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. · 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 · 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.

3138

· An aggregate of 778,799 shares of series B preferred stock were converted into an aggregate of 1,557,598 shares of common stock. · An aggregate of 22 shares of series C preferred stock were converted into an aggregate of 220,000 shares of common stock. · An aggregate of 2,928,500 shares of series I preferred stock were converted into an aggregate of 5,857,000 shares of common stock. · An aggregate of 1,542,225 shares of series J preferred stock were converted into an aggregate of 3,084,450 shares of common stock. · 2 shares of series C preferred stock were cancelled, which were issued erroneously.

In connection with the aforementioned share 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.

Common Stock

During the ~~three~~six months ended ~~March~~June 3130, 2025, ~~there~~ ~~were~~in noaddition to ~~additional~~the ~~issuances~~conversions of ~~common~~preferred stock ~~except~~noted ~~from~~above, the ~~conversions~~Company ofissued ~~preferred~~common stock ~~noted~~as ~~above.~~part of the following transactions:

During the three months ended March 31, 2024, in addition to the conversions of preferred stock noted above, the Company issued common stock as part of the following transactions:

	·	In June 2025, as part of a legal settlement, the Company retired 59,248 shares of common stock.

	·	On June 30, 2025, the Company issued 15,000 shares of common stock to an investor relation service provider. The Company recognized the fair value for the issuance of the 15,000 shares at $6.50 per share on the closing market price of June 30, 2025 and recorded selling, general and administrative expense of $97,500 in the consolidated statement of operations.

·During ~~The Company issued 1,222 shares of common stock upon conversion of certain convertible notes. · 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~~months ~~owners.~~ended ~~The~~June ~~Company recognized the fair value for the issuance of 37~~30,~~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~~addition ~~consolidated~~to ~~statement of operations. · On March 5, 2024,~~ the ~~Company issued 7,500 shares~~ conversions of ~~common~~preferred stock tonoted ~~an investor relation service provider. The Company recognized the fair value for the issuance of the 7~~above,~~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. · On March 26, 2024, the~~ Company issued ~~an aggregate of 30,000 shares of~~ common stock toas ~~three~~part ~~board members. The Company recognized the fair value for the issuance~~ of ~~30,000 shares at $6.50 per share on~~ the ~~closing~~following ~~market price of March 26, 2024 and recorded share-based compensation expense of $195,000 in the consolidated statement of operations.~~transactions:

	·	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.

	·	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.

	·	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.

	·	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.

10.

WARRANTS

The table below sets forth warrant activity during the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024:

Schedule of warrant activity
	Number of Warrants		Weighted Average Exercise Price
Balance at January 1, 2025		3,144	$	1,164.72
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at March 31, 2025		3,144		1,164.72
Balance at June 30, 2025		3,144		1,164.72
Warrants Exercisable at March 31, 2025		3,144	$	1,164.72
Warrants Exercisable at June 30, 2025		3,144	$	1,164.72

	Number of Warrants		Weighted Average Exercise Price
Balance at January 1, 2024		3,150	$	1,162.76
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at June 30, 2024		3,150		1,162.76
Warrants Exercisable at June 30, 2024		3,150	$	1,162.76

	Number of Warrants		Weighted Average Exercise Price
Balance at January 1, 2024		3,150	$	1,162.76
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at March 31, 2024		3,150		1,162.76
Warrants Exercisable at March 31, 2024		3,150	$	1,162.76

11.

DISCONTINUED OPERATIONS

Net liabilities from discontinued operations on the condensed consolidated balance sheets as of ~~March~~June 3130, 2025 and December 31, 2024 include residual liabilities related to the sale of Platinum Tax which was sold in November 2023. The $111,312 loss from discontinued operations presented in the condensed consolidated statement of operations for the ~~three~~six months ended ~~March~~June 3130, 2024 is a part of the execution of a settlement reached in July 2022 with six previous owners of Red Rock, an entity that was discontinued by the Company in May 2019. As a result, 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 of $111,312 in the consolidated statement of operations.

Schedule of discontinued operations
Net liabilities of discontinued operations	~~March~~June 3130, 2025			December 31, 2024
Cash	$	–		$	–
Accounts payable and accrued expenses	$	238,285		$	238,285
Accounts receivable		–			–
Accounts payable and accrued expenses		238,285			238,285
Net liabilities of discontinued operations	$	(238,285	)	$	(238,285	)

	Three Months Ended March 31,
	Six Months Ended June 30,
Gain (Loss) from discontinued operations	2025		2024
Revenue	$	–	$	–
Loss on settlement	$	–	$	(111,312	)
Cost of sales		–		–
Selling, general and administrative expenses		–		–
Interest expense		–		–
Loss on settlement		–		(111,312	)
Loss from discontinued operations	$	–	$	(111,312	)

3340

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~~ During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company determined there to be no impairment.

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.

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~~ one vehicle as operating leases as of ~~March~~June 3130, 2025. The Company recorded operating lease expenses of $~~119~~115,~~071~~447 and $~~100~~99,~~362~~815 for the three months ended June 30, 2025 and 2024, respectively, and $234,518 and $200,177 for the six months ended ~~March~~June 3130, 2025 and 2024, respectively.

The Company has operating leases with future commitments as follows:

Schedule of operating leases with future commitments
	Amount
April 2025 – March 2026	$	299,493
July 2025 – June 2026	$	273,568
April 2026 – March 2027		150,280
July 2026 – June 2027		112,932
April 2027 – March 2028		17,612
Total Future Undiscounted Lease Payments	$	386,500
Total Future Undiscounted Lease Payments	$	467,385
Less imputed interest		20,971
Less imputed interest		28,057
Total lease obligations	$	365,529
Total lease obligations	$	439,328

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

Schedule of supplemental information about the Company’s leases
Schedule of supplemental information
Weighted-average remaining lease term			1.7756 years
Weighted-average discount rate			67.9302%

3441

Employees

Effective January 1, 2025, the Company entered ~~into~~ into an employment agreement with Alex Cunningham, the Company’s 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 the Company’s 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 the Company’s 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 the Company is 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. For the year ended December 31, 2024, the Company agreed to pay $360,000 per year and $250,000 of targeted annual incentives to Mr. Cunningham based on his prior employment agreement and its related amendments since July 1, 2020, of which 75% was being paid in cash and 25% was accrued as of December 31, 2024. The total outstanding accrued compensation as of ~~March~~June 3130, 2025 and December 31, 2024 was $2,215,500. which is included in, accrued expenses – related parties, in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. The total interest accrued for the three and six months ended ~~March~~June 3130, 2025 was $27,~~314~~618 and $54,932, respectively.

Effective July 15, 2020, the Company entered into an employment agreement with Daniel Thompson, the Company’s Chairman, which was amended January 1, 2025. 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 the Company’s 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 the Company was unable to pay his base salary in dollars. For calendar year 2025, in the event that the Company is 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. For the year ended December 31, 2024, the Company agreed to pay $360,000 per year and $250,000 of targeted annual incentives to the Mr. Thompson based on his employment agreement and its related amendments since July 15, 2020, of which 56% was paid in cash and 44% was accrued at December 31, 2024. The total outstanding accrued compensation as of ~~March~~June 3130, 2025 and December 31, 2024 was $2,320,500 which is included in, accrued expenses – related parties, in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. The total interest ~~paid~~accrued for the three and six months ended ~~March 31~~June 30, 2025 was $28,~~609~~927 and $57,536, respectively.

On January 2, 2024, the Company entered into an ~~employment~~ employment agreement with Matthew T. Shafer, the Company’s Chief Financial Officer. Pursuant to the employment agreement, Mr. Shafer is entitled to an annual base salary of $228,000, which may be increased from time to time;, provided that the base salary shall increase by a minimum of 10% after each of the first two years of service. Accordingly, Mr. Shafer’s base salary was increased to $250,800 effective as of January 1, 2025. 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. There was no outstanding ~~accrued~~ accrued compensation as of ~~March~~June 3130, 2025 and December 31, 2024.

The Company entered into a management agreement ~~effective~~ 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~~ bonus and stock equity set forth below, which will be conditioned upon the Company achieving 100% of the annual objectives of financial ~~performance~~ performance goals as set forth below. The Company did not record an accrual for the bonus for the ~~three~~six months ended ~~March~~June 3130, 2025 and the year ended December 31, 2024, as the financial performance objectives were not expected to be met.


Year	Minimum Annual Nova EBITDA	Cash Annual Bonus	Series J Preferred Stock
2021	$2.0M	$120,000	120,000 Shares
2022	$2.4M	$150,000	135,000 Shares
2023	$3.7M	$210,000	150,000 Shares
2024	$5.5M	$300,000	180,000 Shares
2025	$8.0M	$420,000	210,000 Shares

14.

LEGAL PROCEEDINGS

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

15.

INCOME TAXES

At ~~March~~June 3130, 2025, the Company had federal and ~~state~~ state net operating loss carry forwards of approximately $21.2 million that expire in various years through the year 2040. Due to current ~~period~~ period losses and carryforwards of past net operating losses, there is no provision for current federal or state income taxes for the three and six months ended ~~March~~June 3130, 2025 and 2024.

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 has a deferred tax asset that consists of net operating loss carry forwards calculated using federal and state effective tax rates. Because of the Company’s lack of past earnings history, the deferred tax asset has been fully offset by a valuation allowance.

16.

SEGMENT REPORTING

As of ~~March~~June 3130, 2025, 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.

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 revenues and net income from operations
Asset:	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
Healthcare	$	22,992,161	$	21,298,866
Asset:
Real Estate		565,710		576,478
Healthcare	$	24,361,871	$	21,298,866
Corporate, administration and other		1,772,757		2,050,335
Real Estate		547,730		576,478
Consolidated assets	$	25,330,628	$	23,925,679
Corporate, administration and other		1,602,078		2,050,335
Consolidated assets	$	26,511,679	$	23,925,679

	Three Months Ended March 31,
	Three Months Ended June 30,
	2025			2024 (Restated)
Revenues:
Healthcare	$	2,~~915~~789,~~567~~007		$	21,~~322~~471,~~132~~643
Real Estate		–			–
Consolidated revenues	$	2,~~915~~789,~~567~~007		$	21,~~322~~471,~~132~~643
Cost of sales:
Healthcare	$	1,~~075~~093,~~034~~748		$	~~948~~793,~~154~~010
Real Estate		–			–
Consolidated cost of sales	$	1,~~075~~093,~~034~~748		$	~~948~~793,~~154~~010
Operating Expenses:
Healthcare
Depreciation expense	$	~~3,365~~763		$	3,~~365~~366
Loss on disposal of fixed assets		12,593			–
Selling, general and administrative		217,453			225,649
Selling, general and administrative		370,236			219,329
Total Healthcare		218,216			229,015
Total Healthcare		386,194			222,694
Real Estate		18,350			3,962
Real Estate		10,768			874
Corporate, administration and other expenses (a)		849,016			605,139
Corporate, administration and other expenses (a)		899,637			931,418
Consolidated operating expenses	$	1,085,582		$	838,116
Consolidated operating expenses	$	1,296,599		$	1,154,986
Income (loss) from operations from subsidiaries:
Healthcare	$	1,~~454~~477,~~339~~043		$	1449,~~151,284~~618
Real Estate		(1018,~~768~~350	)		(~~874~~3,962	)
Income from operations from subsidiaries		1,~~443~~458,~~571~~693			1445,~~150,410~~656
Loss from operations from Cardiff Lexington		(~~899~~849,~~637~~016	)		(~~931~~605,~~418~~139	)
Total income from operations	$	543,934		$	218,992
Total income (loss) from operations	$	609,677		$	(159,483	)
Income (loss) before taxes
Healthcare	$	1,~~452~~477,~~742~~043		$	1449,~~151,284~~618
Real Estate		(1018,~~768~~350	)		(~~874~~3,962	)
Corporate, administration and other non-operating expenses (b)		(12,~~892~~685,~~751~~088	)		(1577,~~322,202~~241	)
Consolidated loss before taxes	$	(450,777	)	$	(171,792	)
Consolidated loss from continuing operations	$	(1,226,395	)	$	(131,585	)

~~(a) Corporate, administration and other operating expenses includes payroll, management fees, stock compensation, legal fees, accounting fees and public company/investor relations fees.~~44

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

	Six Months Ended June 30,
	2025			2024 (Restated)
Revenues:
Healthcare	$	5,704,574		$	3,793,775
Real Estate		–			–
Consolidated revenues	$	5,704,574		$	3,793,775

Cost of sales:
Healthcare	$	2,168,782		$	1,741,164
Real Estate		–			–
Consolidated cost of sales	$	2,168,782		$	1,741,164

Operating Expenses:
Healthcare
Depreciation expense	$	4,128		$	6,731
Loss on disposal of fixed assets		12,593			–
Selling, general and administrative		587,689			444,978
Total Healthcare		604,410			451,709
Real Estate		29,118			4,836
Corporate, administration and other expenses (a)		1,748,653			1,536,557
Consolidated operating expenses	$	2,382,181		$	1,993,102

Income (loss) from operations from subsidiaries:
Healthcare	$	2,931,382		$	1,600,902
Real Estate		(29,118	)		(4,836	)
Income from operations from subsidiaries		2,902,264			1,596,066
Loss from operations from Cardiff Lexington		(1,748,653	)		(1,536,557	)
Total income from operations	$	1,153,611		$	59,509

Income (loss) before taxes
Healthcare	$	2,929,785		$	1,600,902
Real Estate		(29,118	)		(4,836	)
Corporate, administration and other non-operating expenses (b)		(4,577,839	)		(1,899,443	)
Consolidated loss from continuing operations	$	(1,677,172	)	$	(303,377	)

37(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 such as noted above as well as interest, amortization of notes payable discount and gain on settlement of debt.

~~17. SUBSEQUENT EVENTS~~45

The Company has evaluated its operations subsequent to March 31, 2025 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.

Subsequent to March 31, 2025, an aggregate of 391,500 shares of series I preferred stock were exchanged for an aggregate of 300,000 shares of series B preferred stock, 6 shares of series C preferred stock and 54,000 shares of series E preferred stock.

Subsequent to March 31, 2025, an aggregate of 1,567,467 shares of series B preferred stock were converted into an aggregate of 3,134,936 shares of common stock. Following such conversions, no shares of series B preferred stock remain outstanding.

Subsequent to March 31, 2025, an aggregate of 80 shares of series C preferred stock were converted into an aggregate of 800,000 shares of common stock. Following such conversions, no shares of series C preferred stock remain outstanding.

Subsequent to March 31, 2025, an aggregate of 229,375 shares of series E preferred stock were converted into an aggregate of 458,750 shares of common stock. Following such conversions, no shares of series E preferred stock remain outstanding.

ITEM 2.

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

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

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” included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.

3946

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.

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 and are 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.

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

Segments

As of ~~March~~June 3130, 2025, 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.

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.

Results of Operations

Comparison of Three Months Ended ~~March~~June 3130, ~~2025~~ 2025 and 2024

The following table sets forth key components of our results of operations during the three months ended ~~March~~June 3130, 2025 and 2024, both in dollars and as a percentage of our revenue.

	Three Months Ended March 31,
	Three Months Ended June 30,
	2025						2024 (Restated – as reflected in Form 10-Q/A, filed October 17, 2024)
	Amount			% of Revenue			Amount			% of Revenue
Total revenue	$	2,~~915~~789,~~567~~007			100.00%		$	21,~~322~~471,~~132~~643			100.00%
Total cost of sales		1,~~075~~093,~~034~~748			3639.8722%			~~948~~793,~~154~~010			4053.8389%
Gross profit		1,~~840~~695,~~533~~259			6360.1378%			1678,~~373,978~~633			5946.1711%
Operating expenses
Depreciation expense		~~3,365~~763			0.1203%			3,~~365~~366			0.1423%
Loss on disposal of fixed assets		12,593			0.43%			–			–
Share based compensation		97,500			3.50%			–			–
Share based compensation		–			–			300,225			12.93%
Selling, general and administrative		987,319			35.40%			834,750			56.72%
Selling, general and administrative		1,280,641			43.92%			851,396			36.66%
Total operating expenses		1,085,582			38.92%			838,116			56.95%
Total operating expenses		1,296,599			44.47%			1,154,986			49.74%
Income (loss) from operations		609,677			21.86%			(159,483	)		(10.84%	)
Income from continuing operations		543,934			18.66%			218,992			9.43%
Other (expense) income
Other expense
Other income		–			–			2,047			0.14%
Other expense		(1,597	)		(0.05	)%		–			–
Gain on debt refinance and forgiveness		–			–			78,834			5.36%
Penalties and fees		–			–			(~~1,000~~330	)		(0.0402%	)%
Interest expense		(~~993~~1,~~114~~836,072	)		(3465.0683%	)%		(~~376~~41,~~269~~347	)		(162.2081%	)%
Amortization of debt discounts		–			–			(1311,~~515~~306	)		(0.5877%	)%
Total other expense		(994,711	)		(34.12	)%		(390,784	)		(16.83	)%
Total other (expense) income		(1,836,072	)		(65.83%	)		27,898			1.90%
Net loss before discontinued operations		(450,777	)		(15.46	)%		(171,792	)		(7.40	)%
Net loss	$	(1,226,395	)		(43.97%	)	$	(131,585	)		(8.94%	)
Loss from discontinued operations		–			–			(111,312	)		(4.79	)%
Net loss	$	(450,777	)		(15.46	)%	$	(283,104	)		(12.19	)%

Revenue. For the three months ended March 31, 2025, and 2024, all of our revenue was generated by our healthcare segment, which generates revenue through a full range of diagnostic and surgical services. Our total revenue increased by $593,435, or 25.56%, to $2,915,567 for the three months ended March 31, 2025 from $2,322,132 for the three months ended March 31, 2024. The increase in revenue is primarily attributable to an overall increase in patient volume and more complex medical procedures.48

Revenue. For the three months ended June 30, 2025 and 2024, all of our revenue was generated by our healthcare segment, which is through a full range of diagnostic and surgical services. Our total revenue increased by $1,317,364, or 89.52%, to $2,789,007 for the three months ended June 30, 2025 from $1,471,643 for the three months ended June 30, 2024. The increase in revenue is mainly attributable to the higher settlement realization rate on gross billed charges of 43.18% as of June 30, 2025, versus the settlement realization rate of 41.80% as of June 30, 2024. For the three months ended June 30, 2024, we recorded a cumulative catch up reduction to net revenue of $859,321 which adjusted our accounts and receivable and revenue to the 41.80% settlement realization rate.

Cost of sales. Our cost of sales ~~consists~~ consists of surgical center and laboratory fees, physician and professional fees, salaries and wages and medical supplies. Our total cost of sales increased by $~~126~~300,~~880~~738, or 1337.3892%, to $1,~~075~~093,~~034~~748 for the three months ended ~~March~~June 3130, 2025 from $~~948~~793,~~154~~010 for the three months ended ~~March 31~~June 30, 2024. ~~This increase is mainly attributable to increases in laboratory fees and salaries, wages and management fees.~~

As a percentage of revenue, cost of sales decreased from 4053.8389% for the three months ended ~~March~~June 3130, 2024 to 3639.8722% for the three months ended ~~March~~June 3130, 2025. Excluding the cumulative catch up reduction to revenue of $859,321 noted above, as a percentage of revenue, cost of sales increased from 34.02% to 39.22% for the three months ended June 30, 2025. The increase is attributable to increases in laboratory fees and personnel related fees.

Gross profit. As a result of the foregoing, our total gross profit increased by $~~466~~1,~~555~~016,626, or 33149.9680%, to $1,~~840~~695,~~533~~259 for the three months ended ~~March~~June 3130, 2025 from $1678,~~373,978~~ 633 for the three months ended ~~March~~June 3130, 2024. Our total gross margin (as a ~~percent~~percentage of revenue) increased from 5946.1711% for the three months ended June ~~March 31~~30, 2024 to 6360.1378% for the three months ended ~~March~~June 3130, 2025.

Depreciation expense. Our depreciation expense was $3763,~~365,~~ or 0.1203% of revenue, for the three months ended ~~March~~June 3130, 2025, as compared to $3,~~365~~366, or 0.1423% of revenue, for the ~~three~~ three months ended ~~March~~June 3130, 2024.

Share based compensation expense. ~~Share~~ Share based compensation expense was $097,500 and $~~300,225~~0 for the three months ended ~~March~~June 3130, 2025 and 2024, respectively.

~~Loss~~Selling, ongeneral ~~disposal~~and ofadministrative ~~fixed assets~~expenses. ~~Loss~~Our onselling, ~~disposal~~general and administrative expenses consist primarily of ~~fixed~~accounting, ~~assets~~auditing, ~~was~~legal ~~$12~~and public reporting expenses,~~593~~ personnel related expenses, advertising expenses, professional advisor fees, rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general and administrative expenses increased by $0152,569, or 18.28%, to $987,319 for the three months ended June 30, 2025 from $834,750 for the three months ended ~~March~~June 3130, 2024. As a percentage of revenue, our selling, general and administrative expenses were 35.40% and 56.72% for the three months ended June 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses was primarily attributable to higher personnel related expenses.

~~Selling,~~Total ~~general~~other ~~and~~(expense) ~~administrative expenses~~income. ~~Our~~ ~~selling~~We had $1,836,072 ~~general~~in ~~and~~total ~~administrative~~other ~~expenses consist primarily of accounting~~expense, ~~auditing~~net, ~~legal~~for ~~and~~the ~~public~~three ~~reporting~~months ~~expenses,~~ended ~~personnel expenses~~June 30, ~~including employee salaries~~2025, ~~bonuses~~as ~~plus~~compared ~~related~~to ~~payroll~~total ~~taxes~~other ~~and~~income, ~~stock compensation expense~~net, ~~advertising~~of ~~expenses~~$27,898 ~~professional~~for ~~advisor~~the ~~fees,~~three ~~rent~~months ~~expense~~ended June 30, ~~insurance~~2024. ~~and~~Total other ~~expenses~~expense, ~~incurred~~net, infor ~~connection~~the ~~with~~three ~~general~~months ~~operations.~~ended ~~Our~~June ~~selling~~30, ~~general~~2025 ~~and~~consisted ~~administrative expenses~~entirely ~~increased~~of byinterest expense. ~~$429,245,~~Other ~~or 50.42%~~income, ~~to $1~~net,~~280,641~~ for the three months ended ~~March~~June 3130, ~~2025~~2024 ~~from~~consisted ~~$851,396~~of ~~for~~gain ~~the~~on ~~three~~debt ~~months ended~~refinance ~~March~~and ~~31,~~forgiveness ~~2024.~~of As$78,834 aand other ~~percentage~~income of ~~revenue~~$2, ~~our selling~~047, ~~general~~offset ~~and~~by ~~administrative~~interest ~~expenses~~expense ~~were~~of ~~43.92%~~$41,347, ~~and~~amortization ~~36.66%~~of ~~for~~debt ~~the~~discounts ~~three months~~of ~~ended March 31~~$11,306 ~~2025~~and penalties and ~~2024,~~fees ~~respectively~~of $330. The ~~Increases~~increase ~~were~~in interest expense is primarily attributable to ~~increases~~the increase in ~~salaries~~initial and ~~wages~~incremental ~~expense~~fees charged on the number of existing ~~$255,387,~~purchases ~~bad~~and ~~debt~~claims ~~expense~~under the line of ~~$112~~credit for the three months ended June 30,~~727,~~ ~~and~~2025 ~~billing~~versus ~~costs~~the ~~$57~~three months ended June 30,~~735~~ 2024.

~~Total~~Net ~~other income (expense)~~loss. ~~We had~~As ~~$994,711~~a inresult ~~total~~of ~~other~~the ~~expense,~~cumulative effect ~~net,~~of ~~for~~ the ~~three~~factors ~~months~~described ~~ended March 31~~above, ~~2025,~~our ~~as compared to total other expense,~~ net, ofloss was $~~390~~1,~~784 for the three months ended March 31~~226,395 ~~2024. Total other expense, net,~~ for the three months ended ~~March~~June 3130, 2025 ~~consisted of interest expense of $993~~,~~114~~ ~~and~~as ~~other~~compared ~~expense~~to ~~of 1,597~~$131.585 ~~Other expense, net,~~ for the three months ended ~~March~~June 3130, 2024 ~~consisted of interest expense of $376~~,~~269,~~ ~~amortization~~an ofincrease ~~debt discounts~~ of $131,~~515~~094,810, ~~and~~or ~~financing penalties and fees of $1,000~~832.00%.

~~Discontinued operations. For the three months ended March 31, 2025 and 2024, we recorded a loss from discontinued operations of $0 and $111,312, respectively.~~49

~~Net~~Comparison ~~loss. As a result~~ of ~~the~~Six ~~cumulative effect~~Months ofEnded ~~the~~June ~~factors described above~~30, ~~our net loss was $450,777 for the three months ended March 31,~~ 2025~~, as compared to $283,104 for~~ ~~the~~and ~~three months ended March 31,~~ 2024~~, an increase of $167,673, or 59.23%.~~

The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenue.

	Six Months Ended June 30,
	2025						2024 (Restated – as reflected in Form 10-Q/A, filed October 17, 2024)
	Amount			% of Revenue			Amount			% of Revenue
Total revenue	$	5,704,574			100.00%		$	3,793,775			100.00%
Total cost of sales		2,168,782			38.02%			1,741,164			45.90%
Gross profit		3,535,792			61.98%			2,052,611			54.10%
Operating expenses
Depreciation expense		4,128			0.07%			6,731			0.18%
Loss on disposal of fixed assets		12,593			0.22%			–			–
Share based compensation		97,500			1.71%			300,225			7.91%
Selling, general and administrative		2,267,960			39.76%			1,686,146			44.45%
Total operating expenses		2,382,181			41.76%			1,993,102			52.54%
Income from operations		1,153,611			20.22%			59,509			1.57%
Other (expense) income
Other (expense) income		(1,597	)		(0.03%	)		2,047			0.05%
Gain on debt refinance and forgiveness		–			–			78,834			2.08%
Penalties and fees		–			–			(1,330	)		(0.04%	)
Interest expense		(2,829,186	)		(49.60%	)		(417,616	)		(11.01%	)
Amortization of debt discounts		–			–			(24,821	)		(0.65%	)
Total other expense		(2,830,783	)		(49.62%	)		(362,886	)		(9.57%	)
Loss from continuing operations		(1,677,172	)		(29.40%	)		(303,377	)		(8.00%	)
Loss from discontinued operations		–			–			(111,312	)		(2.93%	)
Net loss	$	(1,677,172	)		(29.40%	)	$	(414,689	)		(10.93%	)

Revenue. Our total revenue increased by $1,910,799, or 50.37%, to $5,704,574 for the six months ended June 30, 2025 from $3,793,775 for the six months ended June 30, 2024. The increase in revenue is mainly attributable to the higher settlement realization rate on gross billed charges of 43.18% as of June 30, 2025, versus the settlement realization rate of 41.80% as of June 30, 2024. For the six months ended June 30, 2024, we recorded a cumulative catch up reduction to net revenue of $1,199,155 which adjusted our accounts and receivable and revenue to the 41.80% settlement realization rate.

Cost of sales. Our total cost of sales increased by $427,618, or 25.46%, to $2,168,782 for the six months ended June 30, 2025 from $1,741,164 for the six months ended June 30, 2024.

As a percentage of revenue, cost of sales decreased from 45.90% for the six months ended June 30, 2024 to 38.02% for the six months ended June 30, 2025. Excluding the cumulative catch up reduction to revenue of $1,199,155 noted above, as a percentage of revenue, cost of sales increased from 34.87% to 38.02% for the six months ended June 30, 2025. The increase is attributable to increases in laboratory fees and personnel related fees.

Gross profit. As a result of the foregoing, our total gross profit increased by $1,483,181, or 72.26%, to $3,535,792 for the six months ended June 30, 2025 from $2,052,611 for the six months ended June 30, 2024. Our total gross margin (as a percentage of revenue) increased from 54.10% for the six months ended June 30, 2024 to 61.98% for the six months ended June 30, 2025.

Depreciation expense. Our depreciation expense was $4,128 or 0.07% of revenue, for the six months ended June 30, 2025, as compared to $6,731, or 0.18% of revenue, for the six months ended June 30, 2024.

Loss on disposal of fixed assets. For the six months ended June 30, 2025, we recorded a loss on disposal of fixed assets of $12,593 due to the disposal of medical equipment that was no longer functional in our medical facilities.

Share based compensation expense. Share based compensation expense was $97,500 and $300,225 for the six months ended June 30, 2025 and 2024, respectively.

Selling, general and administrative expenses. Our selling, general and administrative expenses increased by $581,814, or 34.51%, to $2,267,960 for the six months ended June 30, 2025 from $1,686,146 for the six months ended June 30, 2024. As a percentage of revenue, our selling, general and administrative expenses were 39.76% and 44.45% for the six months ended June 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses was primarily attributable to higher personal related expenses of $432,746 and bad debt expense of $112,727.

Total other expense. We had $2,830,783 in total other expense, net, for the six months ended June 30, 2025, as compared to total other expense, net, of $362,886 for the six months ended June 30, 2024. Total other expense, net, for the six months ended June 30, 2025 consisted of interest expense of $2,829,186 and other expense of $1,597. Other expense, net, for the six months ended June 30, 2024 consisted of interest expense of $417,616, amortization of debt discounts of $24,821 and penalties and fees of $1,330, offset by a gain on debt refinance and forgiveness of $78,834 and other income of $2,047. The increase in interest expense is primarily attributable to the increase in initial and incremental fees charged on the number of existing purchases and claims under the line of credit for the six months ended June 30, 2025 versus the six months ended June 30, 2024.

Discontinued operations. For the six months ended June 30, 2025 and 2024, we recorded a loss from discontinued operations of $0 and $111,312, respectively.

Net loss. As a result of the cumulative effect of the factors described above, our net loss was $1,677,172 for the six months ended June 30, 2025, as compared to $414,689 for the six months ended June 30, 2024, an increase of $1,262,483, or 304.44%.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, we had $~~996~~559,~~758~~715 in cash. This Quarterly Report on Form 10-Q reflects a restatement limited to reclassifying noncash interest expense in the consolidated statements of cash flows from financing to operating activities for the six months ended June 30, 2024. 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-party and related party debt.

We believe, based on our operating plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations as they come due for at least one year from the financial statement issuance date. However, additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional businesses. The funds required to sustain operations 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 $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.

4251

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 the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024.

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025			2024 (Restated)
Net cash used in operating activities from continuing operations	$	(1,~~628~~889,~~728~~003	)	$	(1,~~187~~135,~~816~~300	)
Net cash provided by financing activities from continuing operations		1,437,301			1,463,113
Net cash provided by financing activities		1,260,533			3,353,840
Net change in cash		(~~191~~628,~~427~~470	)		~~386~~2,~~609~~329,852
Cash at beginning of period		1,188,185			866,943
Cash at end of period	$	~~996~~559,~~758~~715		$	13,~~253~~196,~~552~~795

Our net cash used in operating activities from ~~continuing~~ continuing operations was $1,~~628~~889,~~728~~003 for the ~~three~~six months ended ~~March~~June 3130, 2025, as compared to $1,~~187~~135,~~816~~300 for the ~~three~~six months ended ~~March 31~~June 30, 2024. The primary drivers of our net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025 are our net loss of $~~450~~1,~~777~~677,172 and an increase of $13,~~680~~371,~~291~~656 in accounts receivable, offset by increases of $~~230~~2,~~608~~579,283 in interest expense in the line of credit balance, $119,855 in accounts payable and other accrued expenses, $112,468 in accrued officers compensation, and $~~101~~137,~~773~~211 in accrued interest. For the ~~three~~six months ended ~~March~~June 3130, 2024, the primary drivers of our net cash used in operating activities was our net loss of $~~283~~414,~~104~~689, ~~and~~decreases anof ~~increase~~$1,555,885 in accounts receivable of and $1367,~~344~~400 in accounts payable and other accrued expenses,~~676,~~ offset by anincreases ~~increase~~ in ~~share~~interest ~~based~~expense ~~compensation~~in ofthe ~~$300,225~~line ~~were~~of ~~the~~credit ~~primary~~balance ~~drivers~~ of ~~our~~$845,427 and ~~net~~share ~~cash~~based ~~used in~~compensation ~~operating~~of ~~activities~~$300,225.

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 currently have one primary method of accelerating our cash settlement of our revenue and related accounts receivable 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~~time frame will typically result in a lower settlement realization rate, but will accelerate the cash settlement of the outstanding accounts receivable. We began employing this method in 2024, which reduced our settlement realization rate as described below. We may employ this method in the future. 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.

4352

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 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 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, we 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 six months ended June 30, 2024 we realized a 42.93% 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,~~As ~~we recorded reductions to net revenue~~ of ~~$339,834~~June ~~for the three months ended March 31~~30, ~~2024.~~2025 ~~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 our variable consideration under ASC 606 and the net transaction price. We will update our settlement realization rate ~~estimate~~was ~~used in determining our accounts receivable and revenue each quarter based on this review~~43.18%.

We ~~had~~will nocontinue ~~investing~~to ~~activities~~evaluate ~~for~~our estimate of our settlement realization rates in the ~~three~~future, ~~months~~which will include a monthly review of our trailing 24-month historical settlement realization rate, ~~ended~~along ~~March~~with 31estimates of current and pending settlements through ongoing discussions with attorneys, ~~2025~~doctors and ~~2024~~our third-party medical billing company in order to determine our 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.

~~Our~~We ~~net~~had ~~cash~~no ~~provided~~investing ~~by financing~~ activities ~~was~~ ~~$1,437,301~~ for the three months ~~ended March 31, 2025, as compared to $1,463,113 for the three months ended March 31, 2024. Net cash~~ ~~provided by financing activities for the three months~~ ended ~~March~~June 3130, 2025 ~~consisted of proceeds from line of credit of $1,564,494, offset by the payment of note payable of $75,000, payment of preferred stock dividends of $50,000~~ and ~~repayments of the Small Business Administration loan described below of $2,193. Net cash provided by financing activities for the three months ended March 31,~~ 2024 ~~consisted of proceeds from line of credit of $1,463,273, offset by repayments of the Small Business Administration loan described below of $160~~.

Our net cash provided by financing activities was $1,260,533 for the six months ended June 30, 2025, as compared to $3,353,840 for the six months ended June 30, 2024. Net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from line of credit of $1,464,919, offset by the payment of note payable of $150,000, payment of preferred stock dividends of $50,000 and repayments of the Small Business Administration loan described below of $4,386. Net cash provided by financing activities for the six months ended June 30, 2024 consisted of proceeds from line of credit of $3,677,268, offset by the payment of $120,997 to a director, $100,079 paid on convertible notes payable, $100,000 in dividend payments and $2,352 in payments on the Small Business Administration loan described below.

Convertible Notes

As of ~~March~~June 3130, 2025, we had convertible debt ~~outstanding~~ outstanding net of amortized debt discount of $105,000.

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. This transaction was accounted for as a debt extinguishment and a gain on settlement of $78,834 was recorded to the unaudited consolidated statement of operations for the year ended December 31, 2024, in accordance with FASB Topic 470 Borrower’s Accounting for Debt Modifications.

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 90th, 180th, and 240th days 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 90th 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 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 (2nd) 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. During the three months ended March 31, 2025, we paid a total of $75,000 against the outstanding principal due.53

44The 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 90th, 180th, and 240th days 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 90th 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 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 (2nd) 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. During the six months ended June 30, 2025, we paid a total of $150,000 against the outstanding principal due.

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 ~~March~~June 3130, 2025 was $~~146~~145,~~045~~215 and $0, respectively.

Debenture

On March 12, 2009, we issued a debenture in the ~~principal~~ 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 ~~March~~June 3130, 2025 and the accrued interest was $9,~~195~~523. We assigned all of our receivables from consumer activations of the rewards program as collateral on this debenture.

Line of Credit

On September 29, 2023, our company and Nova entered into a two-year revolving purchase and security agreement with DML HC Series, LLC, 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 ~~March~~June 3130, 2025, we had an outstanding balance of of $1012,~~210~~690,~~485~~193 against the revolving receivable line of credit and accrued interest of $~~411~~441,~~300~~174. 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 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 do not bear interest. The balance of these amounts is $4,979 as of ~~March~~June 3130, 2025.

Contractual Obligations

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

Critical Accounting Policies

The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, ~~see~~ see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission, or ~~the~~ the SEC, on ~~March~~August 1419, 2025.

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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

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~~ chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of ~~March~~June 3130, 2025. ~~Based~~ 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 in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which we are still in the process of remediating as of ~~March~~June 3130, 2025, along with the error identified in our Quarterly Reports on Form 10-Q for the six months ended June 30, 2024 and the three months ended March 31, 2024, our disclosure controls and procedures were not effective. The errors identified in our Quarterly Reports on Form 10-Q were corrected in amended filings. Investors are directed to Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for the description of these weaknesses.

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

We have evaluated the material weakness described above and our management and board of directors are committed to the design and successful implementation of internal control over financial reporting as promptly as possible. We are evaluating our updated internal controls design and will determine whether the controls have operated effectively during 2025 in order to fully remediate the aforementioned material weakness in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K ~~for~~ for the fiscal year ended December 31, 2024, our management has identified the steps necessary to address the material weaknesses, and in in the ~~first~~second quarter of 2025, we continued to implement the following remedial procedures:

	·	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 can improve the design of the current process with limited human resources.

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

Changes in Internal Control Over Financial Reporting

~~Other~~In ~~than in~~ connection with the ~~implementation~~ preparation of our financial statements for the ~~remedial~~quarter ~~measures~~ended ~~described~~June ~~above~~30, ~~there~~2025, ~~were~~management noidentified ~~changes~~a classification error in ~~our~~the ~~internal~~presentation ~~controls~~of ~~over~~noncash ~~financial~~interest ~~reporting~~expense within ~~during~~the consolidated statements of cash flows, which resulted in the ~~first~~restatement ~~quarter~~ of ~~2025~~certain ~~that~~prior-period ~~have~~financial ~~materially~~statements ~~affected,~~presented in orthis ~~are~~Quarterly ~~reasonably~~Report ~~likely~~on toForm ~~materially~~10-Q/A. ~~affect,~~While ~~our~~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.

46Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

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 currently not 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 1A.

RISK FACTORS.

~~Not~~There ~~applicable~~have been no material changes to the risk factors previously disclosed in our amended Annual Report on Form 10-K/A for the year ended December 31, 2024. We have evaluated the impact of the restatement on our previously disclosed risk factors and determined there is no effect.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during ~~the~~ the three months ended ~~March~~June 3130, 2025 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

We did not repurchase any shares of our common ~~stock~~ stock during the three months ended ~~March~~June 3130, 2025.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the ~~first~~second quarter of fiscal year 2025 but was not reported.

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

None of our directors or executive ~~officers~~ 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 ~~first~~ second quarter of fiscal year 2025.

ITEM 6.

EXHIBITS.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.2		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)
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)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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)
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)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________

*Filed herewith

** Furnished herewith

4858

SIGNATURES

Pursuant to the requirements 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: May 9, 2025	CARDIFF LEXINGTON CORPORATION
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)

4959

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