UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2018~~2019

Commission file number: 333-206839

HEALTH-RIGHT DISCOVERIES, INC.

(Exact name of registrant as specified in its charter)

Florida	45-3588650
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

18851 NE 29^th Avenue, Suite 700, Aventura, Florida 33180

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (305) 705-3247

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

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

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

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

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 (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable.

The number of shares outstanding of the issuer’s common stock, $0.001 par value, as of ~~April~~March 1127, ~~2019~~2020 was 22,869,191 shares.

HEALTH-RIGHT DISCOVERIES, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2018~~2019

TABLE OF CONTENTS

	Page
PART I
Item 1. Business	1
Item 1A. Risk Factors	6
Item 2. Properties	6
Item 3. Legal Proceedings	6
Item 4. Mine Safety Disclosures	6
PART II
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6. Selected Financial Data	7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 8. Financial Statements and Supplementary Data	11
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A. Controls and Procedures	11
Item 9B. Other Information	13
PART III
Item 10. Directors, Executive Officers, and Corporate Governance	13
Item 11. Executive Compensation	15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13. Certain Relationships and Related Transactions, and Director Independence	19
Item 14. Principal Accounting Fees and Services	19
PART IV
Item 15. Exhibits and Financial Statement Schedules	20
Signatures	22

	Page
PART I	3

Item 1. Business	3
Item 1A. Risk Factors	7
Item 2. Properties	8
Item 3. Legal Proceedings	8
Item 4. Mine Safety Disclosures	8

PART II	8

Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6. Selected Financial Data	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 8. Financial Statements and Supplementary Data	13
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure	13
Item 9A. Controls and Procedures	15
Item 9B. Other Information	15

PART III	15

Item 10. Directors, Executive Officers, and Corporate Governance	15
Item 11. Executive Compensation	16
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13. Certain Relationships and Related Transactions, and Director Independence	19
Item 14. Principal Accounting Fees and Services	19

PART IV	20

Item 15. Exhibits and Financial Statement Schedules	20

Signatures	22

FORWARD LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Unless the context otherwise requires, references in this report to “HRD,” “Health-Right,” “the Company,” “we,” “our” and “us” refers to Health-Right Discoveries, Inc. and its subsidiaries.

PART I

Item 1 Business.

Historical Background

Health-Right was founded as a natural biotech company that sought to combine science and nutrition to develop branded ingredients, formulations and products that seek to provide a better quality of life for consumers who primarily suffer from stress-induced viruses and diseases. The Company developed a formulation platform by utilizing and scientifically combining various natural ingredients to help positively influence the interrelationship between stress and the immune system. The Company initially applied the formulation platform to Advanced H-Plex Defense Formula 11, its first product (“H-Plex Defense”), an all-natural dietary supplement whose formulation sought to address less than optimal nutrition and nutritional deficiencies to aid persons afflicted with Herpes Simplex Virus 1. Despite test marketing H-Plex Defense through the end of 2014 and positive customer feedback, HRD was unable to raise sufficient capital to complete development of and commercialize H-Plex Defense.

Accordingly, during 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields.

Business Overview

On September 29, 2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired (the “Acquisition”) all the outstanding shares of Common Compounds, Inc., n/k/a CCI Billing, Inc. d/b/a Complete Claim Management (“CCI”) and EZPharmaRx, LLC n/k/a Script Connection, LLC (“SCLLC”). HRD, through its subsidiaries, CCI and SCLLC, along with licensed pharmaceutical wholesalers, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice’s office to patients receiving treatment for work-related injuries (“In-Office Dispensing Services”).

1 3

CCI offers and provides administrative services and billing services to physician practices (each a “Practice” and collectively, the “Practices”) desiring to make certain over-the-counter products, including non-narcotic topical medications, ~~patches, and creams~~ (“OTC Products”), and certain ~~oral~~ prescription medications (“~~Oral~~Prescription Medications”) available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or ~~Oral~~Prescription Medications in the Practice’s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its fee-based services to Practices participating in the ~~OTC Program and the Full~~In-~~Formulary~~Office Dispensing Program. CCI also provides billing and collection services on behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.

SCLLC offers OTC Products to Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. SCLLC is not a compounding pharmacy, and neither CCI nor SCLLC is involved in creating topicals with compounding pharmacies.

~~Practices~~SCLLC also ~~participating~~assists in the ~~Full-Formulary Program~~Practices ~~may~~in ~~order~~ordering ~~and~~Prescription ~~obtain certain Oral~~ Medications directly from a licensed pharmaceutical ~~wholesaler~~wholesalers ~~that oversees~~ and ~~manages~~oversees the sale and distribution of ~~Oral~~Prescription Medications into ~~connection~~the ~~with~~Practices. SCLLC does not sell any Prescription Medications to Practices, is not a licensed pharmaceutical wholesaler, and does not profit from the ~~Full-Formulary~~sale ~~Program~~of such medications.

Since completion of the Acquisition, the Company has focused on restructuring CCI’s and SCLLC’s business operations and refining their business model to improve efficiency and profitability, as well as expanding those operations.

Potential Effects of the Coronavirus Outbreak

In December 2019, coronavirus (COVID-19) was reported in China, and, in January 2020, the World Health Organization declared it a Public Health Emergency of International Concern. This contagious disease outbreak, subsequently spread to additional countries, including the United States, where the outbreak escalated in March 2020. The adverse public health developments and economic effects of the outbreak in the United States, which have become more severe in the weeks prior to the date of this report, could adversely affect the Company’s customers and suppliers as a result of quarantines, facility closures and logistics restrictions in connection with the outbreak. More broadly, the outbreak could potentially lead to an economic downturn, which would likely decrease spending, adversely affect demand for our products and services and harm our business, results of operations and financial condition. The Company cannot accurately predict the effect the Coronavirus outbreak will have on the Company.

The Acquisition

The purchase price for the Acquisition (the “Purchase Price”) consisted of (a) $6,100,000 in cash (the “Cash Purchase Price”); and (b) 1,751,580 “restricted” shares of HRD’s common stock (the “Acquisition Shares”). The Purchase Price was paid at Closing by (a) payment by the Company to the seller of $3,600,000 of the Cash Purchase Price; (b) issuance by the Company to the seller of the Acquisition Shares; and (c) execution and delivery to the seller of a convertible promissory note for the $2,500,000 balance of the Cash Purchase Price (the “~~CCI~~Purchase Price Note”).

The Purchase ~~CCI~~Price Note, which does not bear interest, is payable in five equal annual installments of $500,000 on the first, second, third, fourth and fifth anniversaries of the Closing (each a “Due Date”), which installments will be reduced to $377,400 each (with a corresponding reduction in the Cash Purchase Price), if the business fails to meet certain agreed upon financial targets for the years ending December 31, 2017 and 2018. Upon each Due Date, the seller, at his sole option, may elect to convert the annual installment then due under the Note, into shares of Health-Right’s common stock (the “HRD Shares”) at a conversion price equal to 50% of “fair market value,” which is defined as the average closing price for the HRD Shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $2.00 per HRD Share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per HRD Share, the installment payable upon such Due Date may not be converted into HRD Shares without written agreement between the Company and the seller. The Company is currently disputing payment of the Purchase Price Note in the pending litigation between the seller and HRD described in “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2018.

In order to finance the Acquisition, we also entered into a securities purchase agreement with GPB Debt Holdings II, LLC (“GPB”) at Closing (the “GPB Purchase Agreement”). Pursuant to the GPB Purchase Agreement, we sold and issued to GPB a $5,000,000 principal amount senior secured convertible note (the “GPB Note”), for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB 3,584,279 HRD Shares (the “GPB Shares”).

The GPB Note, which matures on the third anniversary of Closing (the “Maturity Date”), provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum.

The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days’ prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of Closing; (b) 4% of any such payment if such amount is paid on or after the first anniversary of Closing; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of Closing, but prior to the Maturity Date.

The GPB Note is convertible at any time, in whole or in part, at GPB’s option, into HRD Shares at a conversion price of $0.44 per GPB Share, with customary adjustments for stock splits, stock dividends and other recapitalization events and anti-dilution provisions set forth in the GPB Note, including adjustments in the event the Company sells HRD Shares or HRD Share equivalents at an effective purchase price lower than the conversion price then in effect.

The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to a security agreement entered into between the Company and GPB at Closing ~~(the “Security Agreement”)~~.

Corporate Information

The Company was incorporated in the state of Florida on October 11, 2011 under the name “Four Plex Partners, Inc.” and changed its name to “Health-Right Discoveries, Inc.” on March 22, 2012.

Our executive offices are located at 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180 and our telephone number is (305) 705-3247. Our corporate website is www.health-right.com. Information appearing on our corporate website is not part of this report.

Our Business

Overview

HRD, through its subsidiaries, CCI and SCLLC, along with licensed pharmaceutical wholesalers, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice’s office to patients receiving treatment for work-related injuries (“In-Office Dispensing Services”).

CCI offers and provides administrative services and billing services to physician practices (each a “Practice” and collectively, ~~referred to herein as~~ the “Practices”) desiring to make certain over-the-counter products, including non-narcotic topical medications, (“OTC Products”), ~~products~~ and certain prescription ~~medication~~ medications (“Prescription Medications”) available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or ~~Oral~~certain Prescription Medications in the Practice’s office in accordance with applicable federal and state law. Such ~~services~~ services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its fee-based services to Practices participating in the ~~OTC Program and the Full~~In-~~Formulary~~Office ~~Program (described~~Dispensing ~~below and collectively referred to herein as the “Programs”)~~Program. CCI also provides billing and collection services on behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.

SCLLC offers OTC pharmaceutical products, including non-narcotic topical medications, patches, and creams (collectively, “OTC Products”), to Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. SCLLC is not a compounding pharmacy, and neither CCI nor SCLLC is involved in creating topicals with compounding pharmacies.

Practices participating in the Full-Formulary Program may order and obtain certain oral prescription medications (collectively, “Oral Medications”) directly from licensed pharmaceutical wholesalers that oversee and manage the sale and distribution of Oral Medications in connection with the Full-Formulary Program.

OTC Program

The OTC Program allows Practices to order, prescribe, and dispense OTC Products in the Practice’s office to patients receiving treatment for work-related injuries. Practices participating in the OTC Program may purchase the OTC Products directly from SCLLC in accordance with the terms and conditions of SCLLC’s sales and distribution agreement. ~~The sales and distribution agreement specifies the OTC Products available for purchase from SCLLC, product prices, and applicable terms and conditions.~~

CCI provides and performs administrative and billing services on behalf of participating Practices in accordance with CCI’s billing and collection services agreement. CCI’s services include assistance with insurance claim processing, prior authorization, billing and collections, recordkeeping, and consulting concerning available OTC Products. In exchange for its services, the Practices pay CCI a monthly service fee based on the Practice’s collections from the billing and collection services performed by CCI on behalf of the Practice. The service fee paid to CCI pursuant to the billing and collection services agreement is intended to be consistent with fair market value for the services provided and is not conditioned on any requirement that the parties make referrals to, be in a position to make or influence refers to, or otherwise generate business for the other party. 5

~~Full-Formulary~~Prescription ~~Program~~Medications

~~The~~Certain Rx ~~Full-Formulary~~Medications ~~Program~~can ~~allows Practices~~be ~~to order~~ordered, ~~prescribe~~prescribed, and ~~dispense~~dispensed ~~certain Oral Medications~~ within the Practice’s office for patients receiving treatment for work-related injuries. Participating Practices may order and receive ~~Oral~~these Prescription Medications directly from ~~licensed pharmaceutical~~ ~~wholesalers. Practices may utilize the Full-Formulary software to order Oral Medications from a~~ licensed pharmaceutical ~~wholesaler, manage~~ ~~inventory, and submit claims for Oral Medications prescribed and dispensed in the Practice’s office~~wholesalers. Participation in ~~the~~ ~~Full-Formulary~~purchasing ~~Program~~Prescription Medications is subject to the terms and conditions of a written ~~services~~ agreement between the Practice and the licensed wholesale pharmaceutical distributors.

Program Process

Participating Practices, and their licensed medical practitioners, use their independent professional judgment when: (a) deciding which OTC Products or ~~Oral~~Prescription Medications will be made available for inIn-~~office~~Office ~~dispensing~~Dispensing at any given time or location; and (b) determining whether prescribing and dispensing such medications is medically necessary and appropriate. Each Practice is responsible for ordering, storing, and maintaining the OTC Products and ~~Oral~~Prescription Medications in compliance with applicable state and federal requirements. Neither SCLLC nor CCI receive or otherwise accept physical possession or title of ~~Oral~~Prescription Medications ordered, stored, or maintained by the Practices ~~participating in the Full-Formulary Program~~. When a Practice’s physician or other authorized practitioner (each a “Prescriber”) determines, in his or her professional judgment, that a product or medication is medically appropriate for the treatment of a ~~specific~~ specific patient, the Prescriber writes a prescription for the medication, dispenses the medication to the patient, and submits the necessary and appropriate documentation for billing purposes. Billing documentation may be submitted directly to CCI or ~~electronically~~ through the ~~Full-Formulary~~Company’s ~~Program~~electronic ~~software~~service platform. Generally, participating Practices receive reimbursement for In-Office Dispensing ~~Services~~ pursuant to a fee schedule, in accordance with applicable law and regulations, which is often based on a percentage or multiplier of the average wholesale price (“AWP”) for the drug or ingredient and may include a dispensing fee. For most states with prescription drug fee schedules, the maximum amount reimbursable (“MAR”) generally specified as a multiplier times AWP times the quantity of drugs dispensed, plus a dispensing fee. Multipliers, dispensing fees, and therefore the MAR allowed may vary between and within states according to characteristics of the drug transactions (e.g., brand name vs. generic drugs, pharmacy vs. physician dispensing). AWP multipliers (i.e., the multiple to the AWP) range from 80% to 140%, and dispensing fees generally go from $0 to $12. AWP is the common measure by which third-party payors, governmental or commercial payors, determine pricing for covered drugs or medications.

Each month, the Practice receives the collections for the OTC Products and ~~Oral~~Prescription Medications dispensed in the Practice’s office, less CCI’s administrative service fee set forth in the applicable billing and collection services agreement. As described above, CCI receives the administrative services fee in exchange for the billing and collection services it provides or performs to, or on behalf of, the Practice.

Sales and Marketing

There are currently 34 states which allow physician dispensing. According to industry sources, U.S. physician dispensing in 2011 totaled $230,000,000 and is expected to grow to over $1 billion by 2019. CCI performs its services for clients in 11 states and has over 50 active clinics.

In CCI’s previous business model, the Company contracted with individuals to serve as regional and state managers as well as individual representatives. The representatives were responsible for distributing information and raising awareness among providers that may be interested and eligible to participate in one or both of the programs. These representatives were compensated for their services in accordance with the terms and conditions of their independent contractor agreements with CCI.

During the second half of 2018, management began to transition from utilizing regional and state sales managers as well as individual representatives to a home office to clinic direct business model. This new model is saving the Company considerable expenses associated with consulting fees and commissions while ensuring a direct relationship with the physician’s office for compliance and other related communication requirements surrounding the adjudication of claims. As of the date of this report, CCI still utilizes the services of a limited number of independent representatives.

Competition

Providing administrative services and billing services to physician practices that desire to make OTC products and ~~prescription~~Prescription ~~medication~~ Medications available to patients in the physician practice’s office is considered a niche market. Even though according to industry sources, physician dispensing in 2011 totaled only $230,000,000, this segment is expected to grow to over $1 billion by 2019, but is still considered small in the healthcare industry.

Competitors in this space include a number of firms that have national, regional and local presences, including:

●

BTW Solutions

●

Doc Rx

●

Proficient Rx

●

Advanced Rx

●

AHCS

Some if not all of these competitors may have longer operating histories and greater financial resources than we do. While we believe that we compete favorably based upon price, ~~OTC~~ product availability and customer service, there can be no assurance given that we will successfully do so. If we fail to successfully compete, our business, results of operations and condition (financial and otherwise) may be materially adversely affected.

Government Regulation

Our business operations must comply with various healthcare laws, rules and regulations at both the federal level and in states where we do business. These laws, rules and regulations include, among others, those pertaining to confidentiality of patient information, prohibitions against kickbacks, limitations on self-referrals of patients, prohibitions on the corporate practice of medicine, legality of physicians providing in-house dispensing services and the requirement that certain medications be sold and distributed by a licensed pharmaceutical wholesaler. The failure to comply with any of these laws, rules or regulations could result in administrative action taken against the Company, which could harm our business, results of operations and condition (financial and otherwise). In addition, there can be no assurance that in the future, the federal and state governments will not modify existing or adopt and implement new laws, rules or regulations relating to the healthcare industry, which could similarly have a material adverse effect on Health-Right.

Each participating Practice is responsible for its own compliance with applicable federal and state law, including obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or ~~Oral~~Prescription Medications in the Practice’s office.

Employees

We currently employ 118 persons in administrative and other corporate functions. We currently retain the services of 72 representatives on an independent contractor basis, to market our services.

Item 1A. Risk Factors.

Health-Right is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act of 1934 (the “Exchange Act”), we are not required to provide the information required by this Item.

~~Item 2. Properties.~~ 7

~~We do not own any real property. We~~Item currently maintain an office mailing address at 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180 at nominal cost and pay for the utilization of office and conference space at such location on an as needed basis2. ~~We intend to lease office space in South Florida for our corporate headquarters and believe there is an adequate supply of space available for our needs at commercially reasonable cost~~Properties.

We do ~~lease~~not ~~additional~~own ~~space~~any ~~for~~real ~~office~~property. ~~operations of~~We ~~CCI~~currently ~~and~~maintain ~~SCLLC~~an inoffice ~~Arkansas~~mailing ~~and~~address ~~South~~at ~~Carolina.~~18851 ~~Such~~NE ~~space~~29th isAvenue, ~~leased~~Suite ~~from~~700, ~~non-affiliated~~Aventura, Florida ~~parties~~33180 at ~~market~~nominal ~~rates.~~cost Weand ~~believe~~pay ~~that this space is adequate~~ for the ~~current~~utilization ~~operational needs~~ of ~~CCI~~office and ~~SCLLC~~conference ~~and if additional~~ space isat ~~required,~~ such ~~space~~location ~~can~~on ~~be secured~~an atas ~~commercially~~needed ~~reasonable cost and without undue interruption of our business operations~~basis.

~~Item~~We lease 3additional space for office operations of CCI and SCLLC in Arkansas and South Carolina. ~~Legal~~Such ~~Proceedings~~space is leased from non-affiliated parties at market rates. We believe that this space is adequate for the current operational needs of CCI and SCLLC and if additional space is required, such space can be secured at commercially reasonable cost and without undue interruption of our business operations.

~~In August 2018, we were served with a complaint~~Item ~~(which was amended in September 2018 to include David Hopkins, our CEO, as a defendant), filed in Miami-Dade County, Florida Circuit Court by the seller of CCI and SCLLC~~3. InLegal the complaint, the seller alleges breach of contract and fraud in that we allegedly failed to pay him excess working capital as of the closing of the acquisition of approximately $381,000 and failed to reimburse him for certain credit card expensesProceedings. We believe that the seller’s claims are without merit, as his calculation of working capital does not follow the methodology provided for in the Securities Purchase Agreement for the transaction and that in fact, there was a working capital shortfall at closing of approximately $725,000 (for which we have demanded payment). Moreover, the seller has refused to submit the working capital dispute to the resolution process provided for in the Securities Purchase Agreement. We have answered the complaint denying the seller’s claims and have filed counterclaims against the seller for the sums we believe are do us for the working capital shortfall and for damages arising from seller’s indemnification obligations under the Securities Purchase Agreement. The action is currently in the discovery and mediation stages.

In ~~April~~August 2018, ~~Stephen~~we ~~Andrews,~~were ~~the~~served with a complaint (which was amended in September 2018 to include David ~~former~~Hopkins, our CEO, ofas ~~CCI~~a defendant), filed ain ~~wrongful~~Miami-Dade ~~termination~~County, ~~arbitration~~Florida ~~claim~~Circuit ~~seeking~~Court ~~recovery~~by inthe seller of CCI and SCLLC. In the ~~amount~~complaint, the seller alleges breach of contract and fraud in that we allegedly failed to pay him excess working capital as of the closing of the acquisition of approximately $~~500~~381,000 and failed to reimburse him for certain credit card expenses. InWe believe that the ~~addition~~seller’s toclaims ~~raising~~are ~~defenses~~without merit, as his calculation of working capital does not follow the ~~Company~~methodology ~~has~~provided ~~filed~~for in the Securities Purchase Agreement for the transaction and that in fact, there was a ~~counterclaim~~working ~~alleging~~capital ~~violation~~shortfall at closing of ~~non-disclosure/non-compete~~approximately ~~agreements~~$725,000 by(for Mrwhich we demanded payment in June 2018). ~~Andrews~~Moreover, ~~and~~the ~~anticipates~~seller ~~filing~~has ~~additional~~refused ~~counterclaims~~to ~~prior~~submit the working capital dispute to the ~~arbitration,~~resolution ~~which~~process isprovided ~~currently~~for ~~scheduled~~in the Securities Purchase Agreement. We have answered the complaint denying the seller’s claims and have filed counterclaims against the seller for ~~June~~the ~~2019~~sums we believe are do us for the working capital shortfall and for damages arising from seller’s breach of contract, breach of good faith and fair dealing, fraud in the inducement, indemnification obligations under the Securities Purchase Agreement and violation of his non-competition and non-solicitation agreement with the Company.

~~From~~The parties ~~time~~have toengaged ~~time~~in discovery, and we ~~may~~believe ~~become~~that ~~involved in~~the ~~other~~information ~~lawsuits~~obtained thus far supports our claims and ~~legal~~refutes ~~proceedings~~the ~~which~~seller’s claims. ~~arise~~On inNovember 18, 2019, the ~~ordinary~~seller ~~course~~filed ofa ~~business.~~motion, ~~Litigation~~asking isthe ~~subject~~court to ~~inherent~~stay ~~uncertainties,~~the case temporarily because he believed he ~~and~~was anthe ~~adverse~~target ~~result~~of a parallel federal criminal investigation related to facts at issue in ~~any~~the ~~such~~case. ~~matter~~On ~~may~~December ~~harm~~11, ~~our~~2019, ~~business~~the court granted his motion and stayed the case for 120 days.

~~Item~~In April 42018, Stephen Andrews, the former CEO of CCI, filed a wrongful termination arbitration claim seeking recovery in the amount in excess of $500,000. ~~Mine~~In ~~Safety~~addition ~~Disclosures~~to raising defenses, the Company has filed a counterclaim alleging violation of non-disclosure/non-compete agreements by Mr. Andrews as well as claims for breach of a non-solicitation agreement, breach of the employee manual and injunctive relief. The final arbitration hearing was scheduled for January 2020. However, Andrews moved for a stay of the arbitration on November 20, 2019 based on his belief that he is the target of a parallel federal criminal grand jury investigation. The arbitrator granted the stay on December 17, 2019 and the final arbitration hearing was postponed indefinitely.

~~Not~~From time ~~applicable~~to time, we may become involved in other lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

6Item 4. Mine Safety Disclosures.

~~PART II~~Not applicable.

~~Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.~~PART II

Item 5. Market ~~Information~~for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is presently no public market for our common stock and there has never been a market for our common stock. Our common stock has been approved for quotation on the OTCQB tier of the over-the-counter market operated by OTC Market ~~Group, Inc. (“OTC~~ Markets Group”) under the symbol “HRDC.” However, our shares have not as yet commenced trading and we cannot assure you that a public market will develop and if developed, be liquid and be sustained.Information

~~Holders~~There is presently no public market for our common stock and there has never been a market for our common stock. Our common stock has been approved for quotation on the OTCQB tier of the over-the-counter market operated by OTC Market Group, Inc. under the symbol “HRDV.” However, our shares have not as yet commenced trading and there is no assurance that a public market will develop and if developed, be liquid and be sustained.

~~As of~~ ~~the date of this report, we had 22,869,191 shares of common stock issued and outstanding and 40 holders of record of our common stock.~~8

~~Dividends~~Holders

~~The payment by us~~ As of ~~dividends, if any, in~~ the ~~future~~date ~~rests within the discretion~~ of ~~our~~this ~~Board of Directors and will depend~~report, ~~among~~we ~~other~~had ~~things~~22, ~~upon our earnings~~869,191 ~~capital requirements~~shares ~~and~~of ~~financial~~common ~~condition,~~stock asissued ~~well~~and asoutstanding ~~other relevant factors. We have not paid any dividends since our inception~~ and we40 doholders ~~not~~of ~~intend~~record toof ~~pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in~~ our ~~business~~common stock.

~~Securities Authorized for Issuance under Equity Compensation Plans~~Dividends

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,087,500 shares (1)	$0.35	1,912,500 shares (1)
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,087,500 shares (1)	None issued	1,912,500 shares (1)

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

~~(1)~~Securities Authorized ~~Represents shares of common stock underlying options issued as of this report or shares reserved~~ for ~~issuance~~Issuance under ~~our~~Equity ~~2015~~Compensation ~~Incentive Stock Plan.~~Plans

Item 6. Selected Financial Data.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders	1,087,500 shares ⁽¹⁾	$0.35	1,912,500 shares ⁽¹⁾
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,087,500 shares ⁽¹⁾	None issued	1,912,500 shares ⁽¹⁾

As(1) aRepresents ~~“smaller~~shares ~~reporting~~of ~~company,”~~common asstock ~~defined in~~underlying ~~Rule~~options ~~12b-2~~issued ~~under~~as ~~the~~of ~~Exchange~~this ~~Act,~~report weor ~~are~~shares ~~not~~reserved ~~required~~for toissuance ~~provide~~under ~~the~~our ~~information~~2015 ~~required~~Incentive byStock ~~this Item~~Plan.

7 9

Item 7 6. ~~Management’s~~Selected ~~Discussion and Analysis of~~ Financial ~~Condition and Results of Operations~~Data.

~~Results~~As a of“smaller ~~Operations~~reporting company,” as defined in Rule 12b-2 under the Exchange Act, we are not required to provide the information required by this Item.

~~Overview~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~HRD, through its subsidiaries, CCI and~~Results ~~SCLLC,~~of ~~along with licensed wholesale pharmaceutical wholesalers offer and provide their respective services to physician practices that desire to offer In-Office Dispensing Services.~~Operations

CCI offers and provides administrative services and billing services to Practices desiring to make certain OTC products and prescription medication available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice’s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program. CCI also provides billing and collection services on behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.Overview

~~SCLLC offers OTC products to Practices~~HRD, ~~that~~through ~~desire~~its tosubsidiaries, ~~make~~CCI ~~such~~and ~~products~~SCLLC, ~~available~~along towith ~~patients~~licensed inwholesale ~~the~~pharmaceutical ~~Practice’s~~wholesalers ~~office~~offer ~~through~~and ~~participation~~provide intheir ~~the OTC Program.~~respective ~~SCLLC~~services isto ~~not~~physician apractices ~~compounding~~that ~~pharmacy,~~desire ~~and~~to ~~neither~~offer ~~CCI~~In-Office ~~nor~~Dispensing ~~SCLLC is involved in creating topicals with compounding pharmacies~~Services.

CCI offers and provides administrative services and billing services to physician practices (each a “Practice” and collectively, the “Practices”) ~~participating~~desiring into make certain over-the-counter ~~Full~~products, including non-~~Formulary~~narcotic ~~Program~~topical ~~may~~medications, (“OTC Products”), and certain prescription medications (“Prescription Medications”) available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and ~~obtain~~dispense OTC Products or certain ~~Oral~~Prescription Medications ~~directly~~in ~~from~~the aPractice’s ~~licensed~~office ~~pharmaceutical~~in ~~wholesaler~~accordance ~~that~~with ~~oversees~~applicable federal and ~~manages~~state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its fee-based services to Practices participating in the ~~sale~~In-Office Dispensing Program. CCI also provides billing and ~~distribution~~collection ofservices ~~Oral~~on ~~Medications~~behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the ~~Full-Formulary~~OTC Program.

~~Since~~SCLLC offers ~~completion~~OTC ofProducts ~~the Acquisition,~~to ~~the~~Practices ~~Company~~that ~~has~~desire ~~focused~~to onmake ~~restructuring~~such ~~CCI’s~~products ~~and~~available ~~SCLLC~~to patients in the Practice’s ~~business~~office ~~operations~~through participation ~~and~~in ~~refining~~the ~~their business~~OTC ~~model~~Program. toSCLLC ~~improve~~is ~~efficiency~~not ~~and~~a ~~profitability~~compounding pharmacy, asand ~~well~~neither asCCI ~~expanding~~nor ~~those~~SCLLC ~~operations~~is involved in creating topicals with compounding pharmacies.

~~Year~~SCLLC also ~~Ended~~assists ~~December~~the ~~31,~~Practices ~~2018~~in ~~Compared~~ordering Prescription Medications directly from licensed pharmaceutical wholesalers and oversees the sale and distribution of Prescription Medications to ~~Year~~the ~~Ended~~Practices. ~~December~~SCLLC 31does not sell any Prescription Medications to Practices, is ~~2017~~not a licensed pharmaceutical wholesaler, and does not profit from the sale of such medications.

~~For~~Potential ~~the year ended December 31, 2018, we~~Effects ~~had revenues~~ of ~~$6,283,923, as compared to $2,052,352 for~~ the ~~year~~Coronavirus ~~ended~~Outbreak December 31, 2017. Revenues in 2018 were wholly generated by the operations of CCI and SCLLC subsequent to completion of the Acquisition, while revenues for 2017 represent only three months of post-Acquisition revenues. Cost of sales was $1,026,423 for the year ended December 31, 2018, as compared to $329,511 for 2017, which related to post-Acquisition operations of CCI and SCLLC.

WeIn ~~had~~December $2019, coronavirus (COVID-0-19) was reported in ~~acquisition~~China, ~~costs~~and, ~~2018~~in January 2020, the World Health Organization declared it a Public Health Emergency of International ~~compared~~Concern. This contagious disease outbreak, subsequently spread to ~~$410~~additional countries,~~000~~ ~~for~~including ~~2017~~the United States, ~~attributable~~where the outbreak escalated in ~~that~~March ~~year~~2020. The adverse public health developments and economic effects of the outbreak in the United States, which have become more severe in the weeks prior to the ~~purchase~~date of ~~CCI~~this report, could adversely affect the Company’s customers and ~~SCLLC~~suppliers as a result of quarantines, facility closures and logistics restrictions in connection with the outbreak. More broadly, the outbreak could potentially lead to an economic downturn, which would likely decrease spending, adversely affect demand for our products and services and harm our business, results of operations and financial condition. The Company cannot accurately predict the effect the Coronavirus outbreak will have on the Company.

~~General and administrative costs were $3,571,295~~Year ~~for~~Ended ~~the year ended~~ December 31, ~~2018,~~2019 as compared to ~~$1,540,937~~Year ~~for~~Ended ~~the year ended~~ December 31, ~~2017. This increase is attributable to the expansion, refinement and repositioning of the Company’s operations post-Acquisition. Interest expense was $1,807,808 for~~ 2018, as compared to $271,298 for 2017. This increase was due in large part to the issuance of notes to the seller and the lender on September 29, 2017, in connection with completing and financing the Acquisition.

~~Income tax provision (benefit) for the~~For the year ended December 31, ~~2018~~2019, ~~was~~we had revenues of $683,~~669~~467,661, as compared to $~~(642~~6,~~770)~~283,923 for the year ended December 31, ~~2017~~2018. Cost ~~The~~of ~~income~~revenue ~~tax~~was ~~benefit~~ $488,384 for 2019, as compared to $1,026,423 for 2018. The decline in ~~2017~~revenues ~~resulted~~and cost of revenue from 2018 to 2019 reflects the ~~impact~~restructuring ofby the ~~Tax~~Company ~~Cuts~~of CCI’s and ~~Jobs~~SCLLC’s ~~Act~~business operations and refinement of ~~2017~~their business ~~(the~~model ~~“Act”),~~to ~~which~~improve ~~was~~efficiency ~~signed~~and ~~into~~profitability ~~law in~~and ~~December~~allow ~~2017~~for operational expansion.

AsGeneral and aadministrative ~~result~~costs ofwere $1,972,980 for the ~~foregoing~~year ended December 31, ~~the Company~~2019, ~~had~~as acompared ~~net~~to ~~loss~~$3,571,295 for the year ended December 31, 2018, with the decrease similarly attributable to the restructuring and refinement of business operations. Interest expense for 2019 decreased approximately 17.9% to $~~666~~1,~~994~~483,314 orfrom $01,807,808 for 2018.03 ~~per~~Interest ~~share,~~in ~~based~~both onperiods ~~22,869,191~~largely ~~weighted~~reflects interest ~~average~~on ~~shares~~the ~~outstanding,~~issuance asof ~~compared~~notes to ~~net~~ ~~income~~the ~~for~~seller and the ~~year~~lender ~~ended~~on ~~December~~September 3129, 2017 ~~of $434~~,~~183,~~ orin ~~$0.02~~connection ~~per~~with ~~share, based~~completing ~~18,907,756~~and ~~weighted~~financing ~~average~~the ~~shares outstanding~~Acquisition. Interest ~~The~~expense ~~net loss~~ in 2018 ~~reflects~~included ana ~~entire~~one-time ~~year~~write off of ~~operations~~the ofunamortized discount on the CCI ~~and~~Note, upon its technical default ~~SCLLC~~on September 30, ~~whereas~~2018, ~~net~~as ~~income~~a inresult ~~2017~~of ~~reflects~~the ~~only~~litigation ~~post-Acquisition~~between ~~operations~~the seller and the Company.

8During the year ended December 31, 2019, the Company incurred amortization and depreciation of $462,693 related to its intangible assets and property and equipment and an impairment loss of $1,061,200 as a result of reducing the value of its customer list. This compares with amortization and depreciation of $476,722 and no impairment loss during 2018.

~~Liquidity and Capital Resources~~ 10

~~As of December 31, 2018, total assets~~Income ~~were~~tax ~~$9,428,573,~~benefit asfor ~~compared~~the toyear ~~$9,483,169~~ended on December 31, ~~2017.~~2019 ~~Total~~was ~~current liabilities as of December 31, 2018 were~~ $3540,~~730~~246,~~005,~~ as compared to ~~$1,827,025~~income astax ofprovision ~~December 31, 2017 and as~~ of ~~December 31~~$68,669 ~~2018~~for ~~and December 31, 2017,~~ the ~~Company~~ ~~had~~year ~~total~~ended ~~liabilities~~December ~~of $9~~31,~~497,848~~ ~~and $7,057,925, respectively. The increase in current liabilities and decrease in long-term liabilities from 2017 to~~ 2018~~, is a result in part of a dispute between the seller of CCI and SCLLC and the Company, (which is the subject of pending litigation)~~. Such dispute relates to amounts the Company believes are due it from the seller (a) as a result of a shortfall in working capital at closing of the Acquisition; and (b) pursuant to seller’s indemnification obligations under the Securities Purchase Agreement. We are seeking to set off certain of the sums we believe are due us against principal and interest payments under the CCI Note, and as such may be deemed to be technically in default thereunder, resulting in a reclassification of long-term liabilities to current liabilities, pending resolution of the dispute.

~~Net~~The Company ~~cash~~had ~~provided~~a bynet ~~operating~~loss ~~activities increased to $758,047~~ for the year ended December 31, ~~2018~~2019 of $1,460,664, as compared to a net ~~cash~~loss ~~provided by operating activities~~ of $~~254~~666,~~277~~ 994 for the year ended December 31, ~~2017~~2018. ~~period~~The increase in net loss from 2018 to 2019, was attributable in large part to the impairment loss recognized in 2019 and reduced revenues and expenses resulting from ~~cash~~the ~~generated~~diversion byof time, effort and financial resources to address the ~~post-Acquisition~~outstanding ~~operations~~litigation ofwith ~~CCI~~the Company’s former owner and ~~SCLLC~~its former Chief Executive Officer.

~~Net cash used in investing activities was~~Liquidity ~~$33,739 for year ended December 31, 2018, as compared to $3,518,641 for the year ended December 31, 2017, reflecting purchases of property~~ and ~~equipment~~Capital ~~and, in 2017, cash used for the Acquisition.~~Resources

~~Net~~As of ~~cash~~December ~~used~~31, in2019, ~~financing~~total ~~activities~~assets ~~was~~ were $337,~~512~~911,682, ~~for~~as ~~the~~compared ~~year~~to ~~ended~~$9,428,573 on December 31, 2018, ~~representing~~with ~~repayment~~the ofdecrease ~~shareholder~~being ~~loans~~attributable to by the ~~Company~~amortization ~~during~~and ~~2018.~~impairment ~~Net~~of ~~cash provided~~intangible assets, offset in part by ~~financing~~additional ~~activities~~cash ~~for~~on ~~the~~hand ~~year~~from ~~ended~~operations. Total current liabilities as of December 31, ~~2017~~2019 ~~was~~were $49,~~704~~077,~~933~~709, ~~representing~~as ~~the~~compared ~~proceeds~~to ~~from~~$3,730,005 ~~shareholder loans~~as ~~and~~of ~~the~~December ~~GPB~~31, ~~financing~~2018. ~~secured~~As ~~for~~of ~~completion~~December of31, 2019 and December 31, 2018, the ~~Acquisition~~Company ashad ~~described~~long-term ~~below~~liabilities of $381,666 and $5,767,343 respectively.

~~Prior~~After closing toof ~~completion~~the acquisition in September 2017, a dispute arose between the seller of CCI and SCLLC and the ~~Acquisition~~Company, (which is the ~~our~~subject ~~primary~~of ~~sources~~pending litigation). Such dispute relates to amounts the Company believes are due it from the seller (a) as a result of a shortfall in working capital at closing of the Acquisition; and (b) pursuant to ~~develop~~seller’s indemnification obligations under the Securities Purchase Agreement and ~~implement~~violation ~~our~~of ~~business~~his ~~plan~~non-competition ~~were~~agreement ~~private~~with ~~placements~~the Company. We are seeking to set off certain of ~~our~~the ~~securities~~sums we believe are due us against principal and ~~shareholder~~interest payments under the CCI Note, and as such may be deemed ~~loans~~to be technically in default thereunder, resulting in a reclassification of certain long-term liabilities to current liabilities effective December 31, 2018, pending resolution of the dispute.

InNet cash ~~order~~provided toby ~~finance the~~operating ~~Acquisition,~~activities atwas ~~Closing~~to $92,275 wefor ~~entered into~~ the ~~GPB~~year ~~Purchase~~ended ~~Agreement~~December ~~with~~31, ~~GPB~~2019, ~~pursuant~~as compared to ~~which~~net wecash ~~sold~~provided ~~and issued to GPB the~~by ~~$5,000,000~~operating ~~principal~~activities ~~amount GPB Note for an aggregate purchase price~~ of $4758,~~900,000~~047 (afor ~~2.0% original issue discount). In addition~~2018, ~~Health-Right~~ ~~issued~~reflecting tothe ~~GPB~~restructuring ~~the~~and ~~3,584,279~~refinement ~~GPB~~of ~~Shares~~our operations.

~~The~~Net cash ~~GPB~~used ~~Note, which~~in ~~matures~~investing onactivities ~~the~~was ~~Maturity~~$-0- ~~Date~~for ~~(the~~year ~~third~~ended ~~anniversary~~December of31, ~~issuance~~2019, ~~provides~~as ~~for~~compared ~~monthly~~to ~~payments of interest only~~$33,739 ~~which~~for ~~accrues at~~ the ~~rate~~year ofended ~~12.75%~~December 31, ~~per annum. In addition~~2018, ~~the~~reflecting ~~GPB~~purchases ~~Note~~of ~~also~~property ~~provides~~and ~~for~~equipment ~~an annual payment of paid~~ in ~~kind interest at the rate of 3~~2018.~~0% per annum.~~

~~The GPB Note (including~~Net ~~accrued~~cash ~~and~~used ~~unpaid interest) may be prepaid,~~ in ~~whole~~financing oractivities inwas ~~part, so long as a minimum of~~ $~~500,000~~-0- isfor ~~prepaid each time a repayment is made, at any time prior to~~ the ~~Maturity~~year ~~Date,~~ended ~~upon~~December ~~thirty (30) days’ prior written notice; provided~~31, ~~however~~2019, ~~that during~~as ~~such~~compared ~~notice~~to ~~period~~$33,512 ~~GPB~~for ~~may exercise its conversion rights described below with respect to~~ the ~~portion~~year ofended ~~the GPB Note to~~December ~~be repaid. Upon a prepayment~~31, ~~in whole or in part~~2018, ~~the~~representing ~~Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to~~ the ~~first~~repayment ~~anniversary~~ of ~~issuance;~~shareholder ~~(b)~~loans 4%by ~~of any such payment if such amount is paid on or after~~ the ~~first~~Company ~~anniversary~~during ~~of issuance; and (c) 6% of any such payment if such amount is paid on or after~~ the ~~second~~2018 ~~anniversary of issuance, but prior to the Maturity Date~~period.

The Company ~~GPB~~believes ~~Note~~that ~~is convertible~~its atexisting ~~any~~capital ~~time,~~resources inwhen ~~whole~~combined orwith inanticipated ~~part,~~cash atflow ~~GPB’s~~from ~~option~~operations, ~~into~~will ~~HRD~~allow ~~Shares~~it atto fund aits ~~conversion~~operations ~~price~~for of2020, ~~$0.44~~assuming, ~~per~~however, ~~GPB~~that ~~Share, with~~the ~~customary~~Company ~~adjustments~~is ~~for~~able ~~stock~~to ~~splits,~~refinance ~~stock~~or ~~dividends~~otherwise extend and/or ~~other~~modify ~~recapitalization~~the ~~events~~GPB Note ~~and~~prior ~~anti-dilution~~to ~~provisions~~its ~~set forth~~maturity in ~~the~~September ~~GPB~~2020. ~~Note,~~There ~~including~~can ~~adjustments~~be inno ~~the~~assurance ~~event~~that ~~the~~we ~~Company~~will ~~sells~~be ~~HRD~~able ~~Shares~~to do so or ~~HRD~~secure ~~Share~~alternative ~~equivalents~~or if atrequired, anadditional ~~effective~~financing on commercially reasonable terms. Any such additional financing may dilute the interests of ~~purchase~~existing ~~price~~shareholders. ~~lower~~The ~~than~~absence of additional financing, when needed, could substantially harm the ~~conversion~~Company, ~~price~~its ~~then~~business, inresults of ~~effect~~operations and financial condition.

9Critical Accounting Policies

~~The GPB Note (a)~~Revenue provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to the Security Agreement entered into between the Company and GPB at Closing.Recognition

~~There~~As of ~~can~~January be1, no2018, ~~assurance~~the Company adopted ASU 2014-09 and all subsequent ASUs that, ~~notwithstanding completion~~modified ASC 606. As part of the ~~Acquisition,~~implementation process ~~that~~ the Company ~~will~~performed ~~not~~an ~~require~~analysis ~~additional~~to ~~financing~~identify accounting policies that needed to ~~achieve~~change ~~sustained~~and ~~profitability.~~additional ~~While~~disclosures that weare ~~believe~~required. ~~additional~~The ~~financing~~Company ~~will~~considered befactors ~~available~~such toas ~~us,~~customer ifcontracts ~~required~~with unique revenue recognition considerations, ~~there~~the ~~can~~nature and betype noof ~~assurance~~goods ~~that~~and ~~equity~~services oroffered, ~~debt~~the ~~financing~~degree ~~will be~~to ~~available~~which oncontracts ~~commercially~~include ~~reasonable~~multiple ~~terms~~performance obligations or ~~otherwise~~variable consideration, and ~~when~~the pattern in which revenue is currently recognized, asamong other things. All of the Company’s revenue streams were evaluated, and ifsimilar ~~needed~~performance obligations resulted under the new standard. ~~Moreover~~In addition, ~~any~~the ~~such~~Company ~~additional~~considered ~~financing may~~recognition ~~dilute~~under the ~~interests~~new ofstandard ~~existing~~and ~~shareholders.~~concluded ~~The~~the ~~absence~~timing of ~~additional~~the ~~financing,~~Company’s ~~when~~revenue ~~needed,~~recognition ~~could~~will ~~substantially~~remain ~~harm~~ the same. The Company, has ~~its~~also ~~business,~~evaluated ~~results~~the ofchanges ~~operations~~in controls and ~~financial~~processes ~~condition~~that are necessary to implement the new standard, and no material changes were required.

~~Critical Accounting Policies~~ 11

~~Revenue~~CCI’s revenue ~~Recognition~~predominantly represents consulting services agreements, which included providing services to physicians for billing insurance companies. The amounts reported as revenue are net of amounts remitted.

AsSCLLC’s revenue from the sale of ~~January~~products 1,are ~~2018,~~recognized when the sale is consummated, and title is transferred. The Company ~~adopted~~and customer ~~ASU~~enter ~~2014-09~~into an agreement which outlines the place and ~~all~~date ~~subsequent~~of ~~ASUs~~sale, ~~that~~purchase ~~modified~~price, ~~ASC~~payment ~~606.~~terms, Asand ~~part~~the assignment of ~~the~~rights and ~~implementation~~warranties ~~process~~from the Company ~~performed~~to anthe ~~analysis to~~customer. ~~identify~~Management ~~accounting~~has ~~policies~~identified ~~that~~the ~~needed~~promise in the sale contract to ~~change~~be ~~and~~the ~~additional~~transfer of ~~disclosures~~ownership ~~that~~of ~~are~~the ~~required~~asset. ~~The~~Management ~~Company~~believes ~~considered~~the ~~factors such~~asset asholds standalone value to the customer ~~contracts~~as ~~with~~it ~~unique~~is ~~revenue~~not ~~recognition~~dependent ~~considerations,~~on ~~the~~any other ~~nature~~services for functionality purposes and ~~type~~therefore is distinct within the context of ~~goods~~the contract and ~~services~~as ~~offered~~described in ASC 606-10. As such, management has identified the ~~degree~~ totransfer ~~which~~of ~~contracts~~the ~~include~~asset ~~multiple~~as the performance ~~obligations~~obligation. orThe ~~variable~~transaction ~~consideration,~~price is set at a fixed dollar amount per fixed quantity (number of assets) and ~~the~~is ~~pattern~~explicitly stated in ~~which~~each contract. Sales revenue is ~~currently~~based on ~~recognized,~~a ~~among~~set ~~other~~price ~~things.~~for ~~All~~a set number of ~~the~~assets, ~~Company’s~~which ~~revenue~~is ~~streams~~allocated ~~were~~to ~~evaluated~~the performance obligation discussed above, ~~and~~in ~~similar~~its ~~performance~~entirety. ~~obligations~~The ~~resulted~~Company ~~under~~has determined the ~~new~~date ~~standard.~~of Intransfer ~~addition,~~to the ~~Company~~customer ~~considered~~to ~~recognition~~be ~~under~~the date the ~~new~~customer ~~standard~~obtains control and ~~concluded the~~title ~~timing~~over ofthe asset and the ~~Company’s~~date which revenue ~~recognition~~is ~~will~~to ~~remain~~be ~~the~~recognized ~~same.~~and ~~The~~payment ~~Company~~is ~~has~~due. ~~also~~As ~~evaluated~~such, ~~the~~there ~~changes~~is inno ~~controls and~~impact ~~processes~~to ~~that~~the ~~are~~timing ~~necessary~~and toamounts of ~~implement~~revenue ~~the~~recognized ~~new~~for ~~standard,~~equipment ~~and~~sales norelated ~~material~~to ~~changes~~the ~~were~~implementation ~~required~~of ASC 606.

~~CCI’s revenue~~Intangible ~~predominantly~~Assets ~~represents consulting services agreements, which included providing services to physicians for billing insurance companies. The amounts reported as revenue are net of amounts remitted.~~

~~SCLLC’s~~Intangible ~~revenue~~assets ~~from~~consist ~~the~~primarily ~~sale~~ of ~~products are recognized when~~ the ~~sale is consummated~~Tradenames, ~~and~~IP ~~title is transferred. The Company and customer enter into an agreement which outlines the place and date of sale~~Technologies, ~~purchase~~Customer ~~price~~list, ~~payment terms,~~ and ~~the~~a ~~assignment~~Non-compete ofagreement ~~rights and~~resulting ~~warranties~~ from the ~~Company~~acquisition referred to ~~the customer. Management has identified the promise~~ in ~~the~~Note ~~sale contract to be the transfer of ownership of the asset~~3. ~~Management~~These ~~believes~~intangible ~~the~~assets ~~asset~~have ~~holds~~finite ~~standalone~~lives ~~value to the customer as it is not dependent on any other services for functionality purposes~~ and ~~therefore~~are isamortized ~~distinct~~over ~~within~~ the ~~context~~periods ofin ~~the~~which ~~contract~~they ~~and~~provide ~~as described in ASC 606-10~~benefit. AsThe ~~such,~~Company ~~management~~assesses ~~has identified~~ the ~~transfer~~impairment of ~~the~~long-lived ~~asset~~assets, asincluding ~~the~~identifiable ~~performance~~intangible ~~obligation.~~assets ~~The~~subject ~~transaction~~to ~~price~~amortization, ~~is set at a fixed~~whenever ~~dollar~~significant ~~amount~~events ~~per~~or ~~fixed~~significant ~~quantity~~changes ~~(number~~in ofcircumstances ~~assets)~~indicate ~~and~~the iscarrying ~~explicitly~~value ~~stated~~may innot ~~each~~be ~~contract~~recoverable. ~~Sales~~Intangible ~~revenue is based on a set~~assets ~~price~~with ~~for~~indefinite ~~a set number of assets~~lives, ~~which~~are issubject ~~allocated~~ to ~~the~~impairment ~~performance~~testing ~~obligation discussed above,~~ in ~~its~~accordance ~~entirety.~~with ~~The~~accounting ~~Company has~~standards ~~determined~~governing ~~the~~such ~~date~~on ofan ~~transfer~~annual tobasis, or ~~the~~more ~~customer~~frequently toif bean ~~the~~event ~~date~~or ~~the~~change ~~customer~~in ~~obtains~~circumstances ~~control~~indicates ~~and~~that ~~title over~~ the ~~asset~~fair ~~and~~value ~~the date~~of ~~which~~a ~~revenue~~reporting isunit tohas bebeen ~~recognized~~reduced ~~and~~below its ~~payment~~carrying ~~is due~~value. AsSee ~~such,~~Note ~~there~~5 ~~is no impact~~ to the ~~timing~~consolidated ~~and~~financial ~~amounts~~statements ~~of revenue recognized~~ for ~~equipment~~disclosure ~~sales~~on ~~related~~intangible ~~to the implementation of ASC 606~~assets.

~~Intangible~~Use ~~Assets~~of Estimates

~~Intangible~~The preparation ~~assets consist primarily~~ of ~~the~~ ~~Tradenames,~~financial IPstatements ~~Technologies,~~in ~~Customer~~conformity ~~list,~~with ~~and~~accounting aprinciples ~~Non-compete~~generally ~~agreement~~accepted ~~resulting~~in ~~from~~ the ~~acquisition~~United ~~referred~~States ~~to in Note~~requires 3.management ~~These~~to ~~intangible~~make ~~assets~~estimates ~~have finite lives~~ and ~~are~~assumptions ~~amortized~~that ~~over~~affect the ~~periods~~reported inamounts ~~which~~of ~~they~~assets ~~provide~~and ~~benefit.~~liabilities ~~The~~and ~~Company~~disclosures ~~assesses the impairment~~ of ~~long-lived~~ contingent assets, ~~including~~and ~~identifiable~~liabilities ~~intangible~~at ~~assets~~the ~~subject~~date toof ~~amortization,~~the ~~whenever~~financial ~~significant~~statements ~~events or~~and ~~significant changes in circumstances indicate~~ the ~~carrying~~reported ~~value~~amounts ~~may~~of ~~not~~revenues beand ~~recoverable.~~expenses ~~Intangible~~during ~~assets~~the ~~with indefinite lives,~~reporting ~~are~~period. ~~subject~~Actual toresults ~~impairment~~could ~~testing~~differ infrom ~~accordance~~those ~~with~~estimates. ~~accounting~~Significant ~~standards~~estimates ~~governing~~included ~~such~~deferred ~~on an annual basis~~revenue, orcosts ~~more~~incurred ~~frequently~~related ifto andeferred ~~event~~revenue, ~~or change in circumstances indicates that~~ the ~~fair~~useful ~~value~~lives of aproperty ~~reporting~~and ~~unit~~equipment, ~~has~~the ~~been~~useful ~~reduced~~lives ~~below~~of ~~its~~intangible ~~carrying~~assets ~~value. See~~and ~~Note~~accounting 3for to the business ~~consolidated financial statements for disclosure on intangible assets~~combination.

10Income Taxes

~~Use~~The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of ~~Estimates~~differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

~~The preparation of financial statements~~ASC in740-10 ~~conformity with accounting principles generally accepted in the United States~~ requires ~~management to make estimates and assumptions~~ that ~~affect~~ the ~~reported~~Company ~~amounts~~recognize ofthe ~~assets~~financial ~~and~~statement ~~liabilities~~benefit ~~and~~of ~~disclosures~~a oftax ~~contingent~~position ~~assets~~only ~~and~~after ~~liabilities~~determining atthat the ~~date of~~relevant ~~the~~tax ~~financial~~authority ~~statements~~would ~~and~~more ~~the~~likely ~~reported~~than ~~amounts~~not ofsustain ~~revenues~~the ~~and~~position ~~expenses~~following ~~during~~an ~~the reporting period~~audit. ~~Actual~~ ~~results could~~For ~~differ~~tax ~~from~~positions ~~those~~meeting ~~estimates. Significant~~the ~~estimates~~“more-likely-than-not” threshold, ~~included~~the ~~deferred~~amount ~~revenue,~~recognized ~~costs~~in ~~incurred~~the ~~related~~financial tostatements ~~deferred revenue,~~is the ~~useful~~largest ~~lives~~benefit ofthat ~~property~~has ~~and~~a ~~equipment,~~greater ~~the~~than ~~useful~~50 ~~lives~~percent likelihood of ~~intangible~~being ~~assets~~realized ~~and~~upon ~~accounting~~ultimate ~~for~~settlement with the ~~business~~relevant ~~combination~~tax authority.

~~Income Taxes~~ 12

~~The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740~~Off-~~10, Accounting for Uncertainty in Income Taxes.~~ Balance ~~Under~~Sheet this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.Arrangements

~~ASC 740-10 requires that the Company recognize~~There ~~the~~are ~~financial~~no ~~statement~~off-balance ~~benefit~~sheet ofarrangements ~~a tax position only after determining~~ that ~~the~~have ~~relevant~~or ~~tax~~are ~~authority~~reasonably ~~would more~~ likely ~~than not~~to ~~sustain~~have ~~the~~a ~~position~~current ~~following~~or anfuture ~~audit. For~~effect ~~tax~~on ~~positions~~our ~~meeting~~financial ~~the “more-likely-than-not” threshold~~condition, ~~the~~changes ~~amount recognized~~ in ~~the~~ financial ~~statements~~condition, isrevenues ~~the~~or ~~largest~~expenses, ~~benefit~~results ~~that~~of ~~has~~operations, aliquidity, ~~greater~~capital ~~than~~expenditures ~~50 percent~~or ~~likelihood~~capital ofresources ~~being~~that ~~realized~~is ~~upon~~material ~~ultimate~~to ~~settlement with the relevant tax authority~~investors.

~~Off-Balance~~Item 8. ~~Sheet~~Financial ~~Arrangements~~Statements and Supplementary Data.

~~There are no off-balance sheet arrangements~~See ~~that~~the ~~have~~Index ~~or are reasonably likely~~ to ~~have~~the aConsolidated ~~current~~Financial orStatements ~~future~~beginning ~~effect~~ on ~~our~~page ~~financial~~F-1 ~~condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors~~below.

Item 8 9. ~~Financial~~Changes ~~Statements~~in and ~~Supplementary~~Disagreements ~~Data~~with Accountants on Accounting and Financial Disclosure.

~~See the Index to the Consolidated Financial Statements beginning~~Not ~~on page F-1 below~~applicable.

Item 9 9A. ~~Changes~~Controls in and ~~Disagreements with Accountants on Accounting and Financial Disclosure~~Procedures.

~~Not~~(a) ~~applicable.~~Disclosure Controls and Procedures

~~Item~~Our President 9Aand Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2019, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. ~~Controls~~Based on that evaluation, our President and ~~Procedures~~Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, has concluded that as of December 31, 2019, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b) of this report.

(Our President and Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a) ~~Disclosure~~control ~~Controls~~system, no matter how well conceived and ~~Procedures~~operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our President and Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(eb) ~~and~~Management’s ~~15d-15(e)~~Report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2018, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on ~~that~~Internal ~~evaluation,~~Control ~~our~~over ~~President and Chief Executive Officer, as our principal Executive,~~ Financial and Accounting Officer, has concluded that as of December 31, 2018, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b) of this report.Reporting

11Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

Our President and Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 13

~~(b)~~Further, the ~~Management’s~~evaluation ~~Report~~of onthe ~~Internal~~effectiveness ~~Control~~of internal control over ~~Financial~~financial ~~Reporting~~reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Management is responsible for establishing~~Our and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, toconducted ~~provide~~an ~~reasonable~~evaluation ~~assurance regarding the reliability~~ of ~~financial reporting and~~ the ~~preparation~~effectiveness of ~~financial~~our ~~statements~~internal ~~in accordance with U.S. generally accepted accounting principles (“GAAP”). Internal~~ control over financial reporting ~~includes~~as ~~those policies and procedures that (i) pertain to the maintenance~~ of ~~records~~December ~~that~~31, 2019 in ~~reasonable~~accordance ~~detail,~~with ~~accurately~~the ~~and~~criteria ~~fairly~~set forth ~~reflect~~by the ~~transactions~~Committee ~~and dispositions~~ of ~~the~~Sponsoring ~~assets~~Organizations of ~~our~~the ~~Company;~~Treadway Commission (ii“COSO”) ~~provide~~in ~~reasonable~~Internal ~~assurance that transactions are recorded as necessary to permit preparation~~Control of— ~~financial~~Integrated ~~statements~~Framework. inBased ~~accordance~~on ~~with~~this ~~GAAP~~assessment, ~~and~~Our ~~that~~President ~~receipts~~ and ~~expenditures~~Chief ofExecutive Officer (our ~~company~~Principal ~~are~~Executive, ~~being made only in accordance~~Financial ~~with~~and ~~authorizations~~Accounting ofOfficer) ~~management~~identified ~~and~~the ~~directors~~following oftwo ~~our~~material ~~Company;~~weaknesses ~~and~~that ~~(iii)~~have ~~provide~~caused ~~reasonable~~management ~~assurance~~to ~~regarding~~conclude ~~prevention~~that, ~~or timely~~as ~~detection~~ of ~~unauthorized acquisition~~December 31, ~~use~~2019, ~~or disposition of~~ our ~~Company’s~~disclosure ~~assets~~controls ~~that~~and ~~could~~procedures, ~~have~~and aour ~~material effect on the financial statements. Because of its inherent limitations,~~ internal control over financial reporting, ~~may~~were not ~~provide~~effective ~~absolute~~at the reasonable assurance ~~that~~level ain ~~misstatement of our financial statements would be prevented or detected.~~ that:

~~Further,~~(1) We ~~the~~do ~~evaluation~~not ofhave ~~the~~written ~~effectiveness~~ documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting ~~was~~is ~~made~~a asrequirement of aSection ~~specific~~404 ~~date,~~of ~~and~~the ~~continued~~Sarbanes-Oxley ~~effectiveness~~Act. inManagement ~~future~~evaluated ~~periods~~the isimpact ~~subject~~of our failure to ~~the~~have ~~risks~~written ~~that~~documentation of our internal controls ~~may~~and ~~become~~procedures ~~inadequate~~on ~~because~~our assessment of ~~changes~~our indisclosure ~~conditions,~~controls orand procedures and has concluded that the ~~degree~~control ofdeficiency ~~compliance~~that ~~with~~resulted ~~the~~represented ~~policies or~~a ~~procedures~~material ~~may deteriorate~~weakness.

~~Our~~(2) We ~~President~~do ~~and~~not ~~Chief~~have ~~Executive~~sufficient ~~Officer, as~~segregation ~~our~~of ~~Principal~~duties ~~Executive~~within accounting functions, ~~Financial~~which ~~and~~is ~~Accounting~~a ~~Officer,~~basic ~~conducted~~internal ancontrol. ~~evaluation~~Due ofto ~~the~~our ~~effectiveness~~size and nature, segregation of ~~our~~all ~~internal~~conflicting ~~control over~~duties ~~financial~~may ~~reporting~~not asalways ofbe ~~December~~possible ~~31,~~and ~~2018~~may innot ~~accordance~~be ~~with~~economically ~~the~~feasible. ~~criteria~~However, ~~set~~to the ~~forth~~extent bypossible, the ~~Committee~~initiation of ~~Sponsoring~~transactions, ~~Organizations of~~ the ~~Treadway~~custody ~~Commission~~of ~~(“COSO”)~~assets inand ~~Internal~~the ~~Control~~recording —of ~~Integrated~~transactions ~~Framework.~~should ~~Based~~be onperformed by ~~this~~separate ~~assessment,~~ individuals. Our President and Chief Executive Officer, (as our Principal Executive, Financial and Accounting Officer), evaluated ~~identified~~ the ~~following two~~impact ~~material~~of ~~weaknesses~~our ~~that~~failure to have ~~caused~~segregation ~~management~~of toduties ~~conclude~~on ~~that,~~our asassessment of ~~December 31, 2018,~~ our disclosure controls and procedures, and ~~our~~has ~~internal~~concluded ~~control~~that ~~over~~the ~~financial~~control ~~reporting,~~deficiency ~~were~~that ~~not~~resulted ~~effective~~represented ata ~~the~~material ~~reasonable assurance level in that:~~weakness.

~~(1). We do not have~~To ~~written~~address ~~documentation~~these ofmaterial ~~our~~weaknesses, ~~internal~~management ~~control~~performed ~~policies~~additional analyses and other procedures. ~~Written~~to ~~documentation~~ensure ofthat ~~key~~the ~~internal~~consolidated financial ~~controls~~statements ~~over~~included ~~financial reporting~~herein isfairly apresent, ~~requirement~~in ofall ~~Section~~material ~~404~~respects, ofour ~~the~~financial ~~Sarbanes-Oxley~~position, ~~Act.~~results ~~Management~~of ~~evaluated~~operations ~~the~~and cash ~~impact~~flows offor ~~our~~the ~~failure~~periods topresented. ~~have~~Accordingly, ~~written documentation~~we ofbelieve ~~our~~that ~~internal~~the ~~controls~~consolidated ~~and~~financial ~~procedures~~statements onincluded ~~our~~in ~~assessment~~this ofreport fairly ~~our~~present, ~~disclosure~~in ~~controls~~all ~~and~~material ~~procedures~~respects, ~~and~~our ~~has~~financial ~~concluded that~~condition, ~~the~~results ~~control~~of ~~deficiency~~operations ~~that~~and ~~resulted~~cash ~~represented~~flows afor ~~material~~the ~~weakness~~periods presented.

~~(2)~~This report Wedoes do not ~~have sufficient~~include ~~segregation~~an ofattestation ~~duties~~report ~~within~~of ~~accounting~~our ~~functions,~~independent ~~which~~registered ispublic aaccounting ~~basic~~firm regarding internal control~~. Due to our size and nature, segregation~~ ofover ~~all~~financial ~~conflicting duties may not always be possible and may not be economically feasible~~reporting. ~~However,~~The toreport ~~the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed~~ by ~~separate~~our ~~individuals. Our~~ President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, ~~evaluated~~was ~~the~~not ~~impact~~subject ~~of our failure~~ to ~~have~~attestation ~~segregation~~by ~~of duties on~~ our ~~assessment~~registered ofpublic ~~our~~accounting ~~disclosure~~firm ~~controls~~pursuant ~~and~~to ~~procedures~~the ~~and~~rules ~~has~~of ~~concluded~~the SEC that ~~the~~permit ~~control~~us ~~deficiency~~to ~~that~~provide ~~resulted~~only ~~represented~~our asuch ~~material~~report ~~weakness~~in this report.

12(c) Remediation of Material Weaknesses

To ~~address these material weaknesses, management~~ ~~performed~~remediate ~~additional analyses and other procedures to ensure that~~ the ~~consolidated~~material ~~financial~~weakness ~~statements included herein fairly present,~~ in ~~all material respects,~~ our ~~financial position~~documentation, ~~results~~evaluation ~~of operations~~ and ~~cash~~testing ~~flows~~of ~~for~~internal ~~the~~controls ~~periods presented. Accordingly,~~ we ~~believe~~plan ~~that~~to ~~the~~engage ~~consolidated~~a third-party ~~financial~~firm ~~statements~~to ~~included~~assist inus ~~this report fairly present,~~ in ~~all~~remedying this material ~~respects,~~weakness ~~our~~once ~~financial condition,~~resources ~~results~~become ~~of operations and cash flows for the periods presented~~available.

~~This~~We also ~~report~~intend ~~does~~to ~~not~~remedy ~~include an attestation report of~~ our ~~independent~~material ~~registered~~weakness ~~public~~with ~~accounting~~regard ~~firm~~to ~~regarding~~insufficient ~~internal~~segregation ~~control~~of ~~over~~duties ~~financial reporting. The report~~ by ~~our~~ ~~President~~hiring ~~and~~additional ~~Chief~~employees ~~Executive Officer, as our Principal Executive, Financial and Accounting Officer, was not subject to attestation~~in byorder ~~our registered public accounting firm pursuant~~ to ~~the~~segregate ~~rules~~duties ofin ~~the~~a ~~SEC~~manner that ~~permit~~establishes useffective tointernal ~~provide~~controls ~~only~~once ~~our~~resources ~~such~~become ~~report in this report~~available.

~~(c) Remediation of Material Weaknesses~~ 14

To(d) ~~remediate~~Changes ~~the material weakness~~ in ~~our documentation,~~Internal ~~evaluation~~Controls ~~and~~Over ~~testing~~Financial ~~of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.~~Reporting

WeThere were ~~also~~no ~~intend~~changes toin ~~remedy~~ our ~~material~~internal ~~weakness with~~controls ~~regard~~over tofinancial ~~insufficient~~reporting ~~segregation~~that ofoccurred ~~duties~~during the last fiscal quarter covered by ~~hiring~~this report ~~additional~~that ~~employees~~has inmaterially ~~order~~affected, toor ~~segregate~~is ~~duties~~reasonably inlikely ato ~~manner~~materially ~~that establishes~~affect, ~~effective~~our internal ~~controls~~control ~~once~~over ~~resources~~financial ~~become available~~reporting.

~~(d)~~Item 9B. ~~Changes~~Other ~~in Internal Controls Over Financial Reporting~~Information.

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingNone.

~~Item 9B. Other Information.~~PART III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance.

~~PART~~Our directors ~~III~~and executive officers and their respective ages and titles are as follows:

Item 10. Directors, Executive Officers and Corporate Governance.

Name	Age	Position(s) and Office(s) Held
David Hopkins	52	President, Chief Executive Officer and Director
James Pande	61	Director

~~Our~~Set forth ~~directors~~below ~~and~~is ~~executive~~a ~~officers~~brief ~~and their~~description ~~respective~~of ~~ages~~the background and ~~titles~~business ~~are~~experience asof ~~follows:~~our directors and executive officers.

Name	Age	Position(s) and Office(s) Held
David Hopkins	51	President, Chief Executive Officer and Director
James Pande	60	Director

David Hopkins founded Health-Right in 2011, has served as President and a director since that time and assumed the additional position of Chief Executive Officer in January 2018. From November 2009 until he founded the Company, Mr. Hopkins was a founder and managing member of Envirocare Solutions, LLC, a privately-held technology-driven manufacturer and wholesale distributor of products designed to deliver cold air micro-mist diffusion safely into the environment. In addition, since 2001, Mr. Hopkins has been a principal of Hopkins & Associates, a consulting firm providing turnaround and business development services to various private and public held companies engaged in a variety of industries, ranging from the production and distribution of soft drinks to biotechnology and environmental products. Mr. Hopkins holds a B.S. degree from Carroll University in Wisconsin.

~~Set~~James Pande ~~forth~~has ~~below~~served isas a ~~brief~~director ~~description~~ of the ~~background~~Company since its inception in 2011. From 2010 until its sale in 2017, he served as Vice President of Marketing and ~~business~~Sales ~~experience~~Aldora Aluminum and Glass Products, based in Miramar, Florida. Prior thereto, he owned Smith Mountain Impact Systems in Miami, Florida, which he built into a respected manufacturer of ~~our~~hurricane ~~directors~~impact windows and ~~executive~~entrance doors. ~~officers~~Mr. Pande holds a bachelor’s degree from the Cornell School of Hotel and Restaurant Management.

~~David Hopkins founded Health-Right~~As insoon ~~2011, has served~~ as ~~President and a director since that time and assumed the additional position of Chief Executive Officer in January 2018. From November 2009 until he founded the Company~~practicable, ~~Mr.~~we ~~Hopkins~~intend ~~was~~to aseek ~~founder and managing member of Envirocare Solutions, LLC, a privately-held technology-driven manufacturer and wholesale distributor of products designed~~ to ~~deliver~~expand ~~cold~~our ~~air~~board ~~micro-mist diffusion safely into the environment. In addition, since 2001, Mr. Hopkins has been a principal~~ of ~~Hopkins~~directors ~~& Associates, a consulting firm providing turnaround and business development services~~ to ~~various~~include ~~private~~additional ~~and public held companies engaged in a variety of industries~~members, ~~ranging~~including ~~from the production and distribution of soft drinks to biotechnology and environmental products.~~“independent” Mrdirectors. ~~Hopkins holds a B.S. degree from Carroll University in Wisconsin.~~

13Terms of Office

~~James~~Our directors ~~Pande~~are ~~has~~appointed ~~served~~for as a ~~director of~~one-year ~~the~~term ~~Company~~to ~~since~~hold ~~its~~office ~~inception in 2011. From 2010~~ until ~~its~~the ~~sale~~next inannual ~~2017,~~meeting heof ~~served~~our asshareholders ~~Vice~~and ~~President~~until ofa ~~Marketing and Sales~~successor ~~Aldora~~is ~~Aluminum~~appointed and ~~Glass Products~~qualified, ~~based~~or inuntil ~~Miramar,~~their ~~Florida. Prior thereto~~removal, ~~he owned Smith Mountain Impact Systems in Miami~~resignation, ~~Florida,~~ ~~which~~or ~~he built into a respected manufacturer of hurricane impact windows and entrance doors~~death. ~~Mr.~~Executive ~~Pande~~officers ~~holds~~serve aat ~~bachelor’s degree from~~ the ~~Cornell~~pleasure ~~School~~ of ~~Hotel~~the ~~and~~board of ~~Restaurant Management~~directors.

~~As soon as practicable, we intend to seek~~Board ~~to expand our board of directors to include additional members, including “independent” directors.~~Committees

~~Terms~~Our board of ~~Office~~directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the future.

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors. 15

~~Board~~Code of ~~Committees~~Ethics

~~Our~~We do ~~board~~not currently have a Code of ~~directors~~Ethics ~~does~~that ~~not~~applies ~~currently have~~to anemployees, ~~audit~~including ~~committee~~our principal executive officer, aprincipal ~~compensation~~financial officer, ~~committee~~principal accounting officer or controller, or apersons ~~corporate~~performing ~~governance~~similar ~~committee~~functions. We plan to ~~establish~~adopt ~~such~~a ~~committees~~Code of Ethics in the future.

~~Code~~Item 11. ofExecutive ~~Ethics~~Compensation.

~~We do not currently have a Code of Ethics~~Summary ~~that~~Compensation applies to employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics in the future.Table

14The table below summarizes all compensation awarded to, earned by, or paid to our President and Chief Executive Officer, who was our sole executive officer for the years ended December 31, 2019, 2018 and 2017, including amounts accrued but not paid.

~~Item~~SUMMARY COMPENSATION ~~11. Executive Compensation.~~TABLE

Summary Compensation Table

Name and
principal
position

Year

Salary
($)

Bonus
($)

Stock
Awards
(#)

Option
Awards
(#)

Non-Equity
Incentive Plan
Compensation
($)

Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

David Hopkins,

President and CEO⁽¹⁾

2019

2018
2017

295,545

311,481
82,750

⁽⁵⁾
⁽²⁾
⁽⁴⁾

0
0

0
0
0

0
525,000
0

0
0
0

7,200
7,200
7,200

⁽³⁾
⁽³⁾
⁽³⁾

302,745
318,681
89,950

~~The table below summarizes all compensation~~(1) ~~awarded~~Mr. ~~to,~~Hopkins ~~earned~~assumed ~~by,~~the oradditional ~~paid~~position toof ~~our President and~~ Chief Executive Officer, ~~who~~in ~~was~~January ~~our sole executive officer for the years ended December 31,~~ 2018~~, 2017 and 2016, including amounts accrued but not paid~~.

~~SUMMARY~~(2) Includes ~~COMPENSATION~~$132,000 ~~TABLE~~in previously accrued salary paid to Mr. Hopkins in 2018.

Name and principal position	Year		Salary ($)			Bonus ($)		Stock Awards (#)		Option Awards (#)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
David Hopkins,		2018 2017		311,481 82,750	(2) (4)		0 0		0 0		525,000 0		0 0		0 0		7,200 7,200	(3) (3)		318,681 89,950
President and CEO(1)		2016		52,000	(5)		0		0		0		0		0		7,200	(3)		59,200

⁽³⁾Represents a $600 monthly car allowance for Mr. Hopkins.

(14) Includes ~~Mr.~~$13,000 ~~Hopkins~~in ~~assumed~~accrued ~~the additional~~but ~~position~~unpaid of2017 ~~Chief~~salary ~~Executive~~for ~~Officer~~Mr. ~~in January 2018~~Hopkins.

(25) Includes $~~132~~50,000 in previously accrued salary paid to Mr. Hopkins in ~~2018~~2019.

~~(3) Represents a $600 monthly~~Employment ~~car allowance for Mr. Hopkins.~~Agreement

In consideration for David Hopkins, the Company’s Chief Executive Officer and President, assuming the additional duties of President of the Company’s two subsidiaries, CCI Billing, Inc. d/b/a Complete Claim Management and Script Connection, LLC (4collectively, the “Subsidiaries”), ~~Includes~~on ~~$13~~May 31,~~000~~ 2019, the Company entered into an amended and restated employment inagreement ~~accrued~~with ~~but~~Mr. ~~unpaid~~Hopkins, ~~2017~~effective ~~salary~~as ~~for~~of April 15, 2019 (the “Effective Date”), which superseded the January 2018 employment agreement between the Company and Mr. Hopkins. The amended and restated employment agreement is for an initial term of three (3) years from the Effective Date and automatically renews for additional three (3) year periods, provided that the Subsidiaries achieve combined Adjusted EBITDA (as determined by the Company’s accountants from the Subsidiaries’ financial statements used in preparing the Company’s audited consolidated financial statements) of $3,000,000 for any calendar year during the initial term and any renewal term.

The amended and restated employment agreement provides for an initial base salary of $250,000. In the event in any calendar year during the initial term or any renewal term, the Subsidiaries achieve combined Adjusted EBITDA (5as determined by the Company’s accountants from the Subsidiaries’ financial statements used in preparing the Company’s audited consolidated financial statements) of ~~Represents~~$3,000,000, Mr. Hopkins’ annual base salary shall automatically increase to $52300,000 and in the event in any calendar ~~accrued~~year ~~but~~during ~~unpaid~~the ~~2016~~initial term or any renewal term, the Subsidiaries achieve combined Adjusted EBITDA (as determined by the Company’s accountants from the Subsidiaries’ financial statements used in preparing the Company’s audited consolidated financial statements) of $3,500,000, his annual base salary ~~for~~shall automatically increase to $350,000. Mr. Hopkins will also receive a $600 per month car allowance while the amended and restated employment agreement is in effect.

~~Employment~~The amended ~~Agreement~~and restated employment agreement also contains customary confidentiality, non-competition and change in control provisions.

On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of HRD. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $3,500,000 for any calendar year during the initial term and any renewal term. 16

~~The employment agreement provides for an~~Outstanding ~~initial~~Equity ~~base~~Awards ~~salary~~at ofFiscal ~~$175,000. In the event in any calendar year during the initial term or any renewal term, Health~~Year-~~Right~~End achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $3,500,000, Mr. Hopkins’ annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.Table

InThe table ~~addition~~below tosummarizes ~~the~~all ~~foregoing,~~unexercised ~~pursuant to the employment agreement~~options, ~~Mr.~~stock ~~Hopkins~~that ~~was~~has ~~granted~~not ~~an option to purchase 525~~vested,~~000~~ ~~shares~~and ofequity ~~HRD~~incentive ~~common~~plan ~~stock~~awards ~~under~~for ~~the~~our ~~Company’s~~President ~~2015~~and ~~Stock~~Chief ~~Incentive~~Executive ~~Plan~~Officer, atour ansole ~~exercise~~executive ~~price of $0.35 per share. The option vests in six equal semi-annual installments commencing June 30~~officer, ~~2018,~~outstanding ~~expires~~as ~~ten (10) years from the date~~ of ~~grant~~December ~~and~~31, ~~is otherwise subject to the terms of the 2015 Stock Incentive Plan~~2019.

The employment agreement also contains customary confidentiality, non-competition and change in control provisions.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

Shares

or Shares

Stock That

Have

Not

Vested

(#)

Market

Value

Shares

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

Unearned

Shares,

Shares or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Shares or

Other

Rights

That

Have Not

Vested

(#)

David Hopkins

350,000

175,000

0.35

12/31/2027

15Compensation of Directors Table

~~Outstanding~~The table ~~Equity~~below ~~Awards~~summarizes atall ~~Fiscal Year-End~~compensation ~~Table~~paid to our directors for our last completed fiscal year.

~~The table below summarizes all unexercised~~DIRECTOR ~~options, stock that has not vested, and equity incentive plan awards for our President and Chief Executive Officer, our sole executive officer, outstanding as of December 31, 2018.~~COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
OPTION AWARDS											STOCK AWARDS
David Hopkins		0		0		0		0		0		0		0
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Shares of Stock That Have Not Vested (#)		Market Value of Shares or Shares of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)
James Pande		0		0		0		0		0		0		0
David Hopkins		175,000		350,000		0		0.35		12/31/2027		0		0		0		0

~~Compensation~~Narrative Disclosure ofto ~~Directors~~the Director Compensation Table

~~The~~We currently ~~table~~do ~~below~~not ~~summarizes~~compensate ~~all~~our ~~compensation paid~~non-employee todirectors. When we expand our ~~directors~~board, ~~for~~we will intend to compensate them with a combination of cash and stock option awards, depending on our ~~last~~financial ~~completed~~resources ~~fiscal~~at ~~year~~that time.

~~DIRECTOR~~2015 Incentive ~~COMPENSATION~~Stock Plan

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David Hopkins		0		0		0		0		0		0		0
James Pande		0		0		0		0		0		0		0

Our 2015 Incentive Stock Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2015 Incentive Stock Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2015 Incentive Stock Plan is administered by the board of directors. 3,000,000 shares of our common stock are reserved for issuance pursuant to the exercise of awards under the 2015 Incentive Stock Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2015 Incentive Stock Plan is equal to 15% of our issued and outstanding common stock. As of the date of this report, options to purchase 1,087,500 shares at an exercise price of $0.35 per share have been granted and are outstanding.

~~Narrative Disclosure to the Director Compensation Table~~ 17

~~We currently do not compensate our non-employee~~Item ~~directors~~12. ~~When~~Security weOwnership ~~expand~~of ~~our~~Certain ~~board,~~Beneficial weOwners ~~will~~and ~~intend~~Management ~~to compensate them with a combination of cash~~ and ~~stock~~Related ~~option~~Stockholder ~~awards, depending on our financial resources at that time~~Matters.

16The following table sets forth, as of the date of this report, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 18851 NE 29th Avenue, Suite 700, Aventura, Florida 33180.

2015 Incentive Stock Plan

Names and addresses of beneficial owners	Number of shares of common stock*			Percentage of class (%)

Directors and executive officers:

David Hopkins		5,913,510	⁽¹⁾		25.9	%

James Pande		5,966,666			26.1	%

All directors and executive officers as a group (two (2) persons)		11,880,176	⁽¹⁾		51.9	%

Other 5% or greater shareholders:

Burroughs & Partners LLC 50 Buckingham Drive Rogers, AR 72758		1,751,580			7.7	%

GPB Debt Holdings, LLC 535 W. 24^th Street, 4^th Floor New York, New York 10011		14,947,916	⁽²⁾		65.4	%

~~Our 2015 Incentive Stock Plan provides~~*Includes for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as ~~determined~~issuable ~~pursuant~~within tosixty ~~the~~(60) ~~2015~~days ~~Incentive Stock Plan, restricted stock awards, other stock-based awards, or any combination~~ of the ~~foregoing. The~~date ~~2015 Incentive Stock Plan is administered by the board~~ of ~~directors. 3,000,000~~this ~~shares of~~report ~~our common stock are reserved for issuance~~ pursuant to the exercise of awards under the 2015 Incentive Stock Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2015 Incentive Stock Plan is equal to 15% of our issued and outstanding common stock. As of the date of this report, options ~~to purchase~~or ~~1,087,500~~conversion ~~shares at an exercise price~~ of $0notes.~~35 per share have been granted and are outstanding.~~

17(1) Includes 350,000 shares issuable upon exercise of options held by Mr. Hopkins under our 2015 Incentive Stock Plan.

~~Item~~(2) ~~12.~~Includes ~~Security~~11,363,637 ~~Ownership~~shares ofissuable ~~Certain~~upon ~~Beneficial~~conversion ~~Owners~~of ~~and~~the ~~Management~~GPB ~~and Related Stockholder Matters~~Note.

The persons ~~following~~named ~~table~~above ~~sets~~have ~~forth,~~full asvoting ofand ~~the date~~investment ofpower ~~this~~with ~~report,~~respect to the ~~beneficial~~shares ~~ownership~~indicated. Under the rules of ~~our~~the ~~common~~SEC, ~~stock~~a person by(or ~~each~~group ~~director~~of ~~and~~persons) ~~executive~~is ~~officer,~~deemed byto ~~each~~be ~~person~~a ~~known by~~“beneficial usowner” toof ~~beneficially~~a ~~own~~security 5%if he or ~~more~~she, ofdirectly ~~our~~or ~~common~~indirectly, has ~~stock~~or ~~and~~shares bythe ~~directors~~power ~~and~~to ~~executive~~vote ~~officers~~or asto adirect ~~group. Unless otherwise~~the ~~stated~~voting of such security, or the ~~address~~power to dispose of or to direct the ~~persons~~disposition of ~~set~~such ~~forth~~security. inAccordingly, ~~the~~more ~~table~~than isone ~~c/o~~person ~~the~~may ~~Company,~~be ~~18851~~deemed NEto ~~29th~~be ~~Avenue,~~a ~~Suite 700,~~beneficial ~~Aventura,~~owner ~~Florida~~of ~~33180~~the same security.

Names and addresses of beneficial owners	Number of shares of common stock		*	Percentage of class (%)
Directors and executive officers:
David Hopkins		5,826,010	(1)		25.3	%
James Pande		5,966,666			24.1	%
All directors and executive officers as a group (two (2) persons)		11,792,676	(1)		51.2	%
Other 5% or greater shareholders:
Burroughs & Partners LLC 50 Buckingham Drive Rogers, AR 72758		1,751,580			7.7	%
GPB Debt Holdings, LLC 535 W. 24th Street, 4th Floor New York, New York 10011		14,947,916	(2)		43.7	%

*Includes shares issuable withinSecurities ~~sixty~~Authorized ~~(60)~~for ~~days~~Issuance ofunder ~~the~~Equity ~~date~~Compensation ~~of this report pursuant to the exercise of options or conversion of notes.~~Plans

(1) Includes 262,500 shares issuable upon exercise of options held by Mr. Hopkins under our 2015 Incentive Stock Plan.

land category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders	1,087,500 shares ⁽¹⁾	$0.35	1,912,500 shares ⁽¹⁾
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,087,500 shares ⁽¹⁾	None issued	1,912,500 shares ⁽¹⁾

(21) ~~Includes~~Represents ~~11,363,637~~ shares ~~issuable~~of ~~upon~~common ~~conversion~~stock underlying options issued as of the ~~GPB~~date ~~Note~~of this report or shares reserved for issuance under our 2015 Incentive Stock Plan.

~~The persons named above have full voting~~Item ~~and investment power with respect to the shares indicated~~13. ~~Under~~ ~~the~~Certain ~~rules~~Relationships ofand ~~the~~Related ~~SEC~~Transactions, aand ~~person~~Director (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such securityIndependence. ~~Accordingly, more than one person may be deemed to be a beneficial owner of the same security.~~

18Related Party Transactions

~~Securities~~Prior to ~~Authorized~~the ~~for~~Acquisition, ~~Issuance~~the ~~under~~Company’s board of directors had authorized payment of a salary to Mr. Hopkins in the amount of ~~Equity~~$52,000 ~~Compensation~~per ~~Plans~~annum plus a car allowance of $600 per month. As of October 1, 2017, Mr. Hopkin’s salary was increased to $175,000 per annum. Given the Company’s limited financial resources prior to completion of the Acquisition, a substantial portion of Mr. Hopkins’ salary was accrued, which accrued amount aggregated $182,000 as of December 31, 2017. The board of directors authorized the payment of such accrued amount to Mr. Hopkins in quarterly installments of $25,000, commencing with the fourth quarter of 2017. As a result, the accrued amount owed to Mr. Hopkins was reduced to $50,000 as of December 31, 2018 and was paid in full in the first quarter of 2019.

land category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,087,500 shares (1)	$0.35	1,912,500 shares (1)
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,087,500 shares (1)	None issued	1,912,500 shares (1)

Review, Approval and Ratification of Related Party Transactions

~~(1)~~Given our ~~Represents~~small ~~shares~~size ofand ~~common~~limited ~~stock~~financial ~~underlying~~resources, ~~options~~we ~~issued~~had asnot ofadopted formal policies and procedures for the ~~date~~review, approval or ratification of ~~this~~transactions ~~report~~with orour ~~shares~~executive ~~reserved~~officers, ~~for~~directors ~~issuance~~and ~~under~~significant shareholders. However, we intend that such transactions will, on a going-forward basis, be subject to the review, approval or ratification of our ~~2015~~board ~~Incentive~~of ~~Stock~~directors, ~~Plan~~or an appropriate committee thereof.

Item 13 14. ~~Certain~~Principal ~~Relationships~~Accounting ~~and~~Fees ~~Related Transactions,~~ and ~~Director Independence~~Services.

~~Related~~Prager Metis ~~Party~~CPAs ~~Transactions~~LLC (“Prager”) was our current independent registered public accounting firm for the years ended December 31, 2019 and December 31, 2018.

~~The Company’s board~~Audit of directors approved payment of a salary to Mr. Hopkins in the amount of $52,000 per annum plus a car allowance of $600 per month. As of October 1, 2017, Mr. Hopkin’s salary was increased to $175,000 per annum. Given the Company’s limited financial resources prior to completion of the Acquisition, a substantial portion of Mr. Hopkins’ salary was accrued, which accrued amount aggregated $182,000 as of December 31, 2017. The board of directors has authorized the payment of such accrued amount to Mr. Hopkins in quarterly installments of $25,000, commencing with the fourth quarter of 2017. As a result, the accrued amount owed to Mr. Hopkins was reduced to $50,000 as of December 31, 2018 and was paid in full in the first quarter of 2019.Fees

~~Review~~Aggregate audit fees billed by Prager for the years ended December 31, ~~Approval~~2019 and ~~Ratification~~December ~~of Related~~31, ~~Party~~2018 ~~Transactions~~were $50,500 and $43,000, respectively.

Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, directors and significant shareholders. However, we intend that such transactions will, on a goingAudit-~~forward~~Related ~~basis, be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.~~Fees

~~Item~~There were ~~14.~~no ~~Principal~~audit-related ~~Accounting~~fees ~~Fees~~billed by Prager for the years ended December 31, 2019 and ~~Services~~December 31, 2018.

Prager Metis CPAs LLC (“Prager”) is our current independent registered public accounting firm and Paritz & Company, P.A. (“Paritz”), a predecessor firm of Prager, was our independent registered accounting firm for the year ended December 31, 2017. 19

~~Audit~~ Tax Fees

~~Aggregate~~There were ~~audit~~no tax fees billed by Prager for the ~~year~~years ended December 31, ~~2018~~2019 and ~~by Paritz for the years ended~~ December 31, 2018 ~~and 2017 were $43,000 and $51,000, respectively~~.

19Pre-Approval Policy

~~Audit-Related~~We do ~~Fees~~not currently have a standing audit committee. Provision of the above services was approved by our board of directors.

~~There were no audit-related fees billed by Prager for the year~~PART ~~ended December 31, 2018 or by Paritz for the year ended December 31, 2017.~~IV

~~Tax~~Item 15. ~~Fees~~Exhibits, Financial Statement Schedules.

~~There~~(a) ~~were~~The nofollowing ~~tax~~documents ~~fees~~are ~~billed~~filed byas ~~Prager~~part ~~for~~of ~~the~~this ~~year ended December 31, 2018 or by Paritz for the year ended December 31, 2017.~~Report:

~~Pre-Approval~~(1) ~~Policy~~Financial Statements. The following financial statements and the reports of our independent registered public accounting firms, are filed as “Item 8. Financial Statements and Supplementary Data” of this report:

We do not currently have a standing audit committee. Provision of the above services was approved by our board of directors.

Report of Independent Registered Public Accounting Firms	F-2

Consolidated Balance Sheets at December 31, 2019 and 2018	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018	F-4

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2019 and 2018	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-6

Notes to Consolidated Financial Statements	F-7

~~PART~~(2) IVFinancial Statement Schedules.

~~Item~~Financial Statement ~~15.~~Schedules ~~Exhibits,~~are ~~Financial~~omitted ~~Statement~~because ~~Schedules~~the information required is not applicable or the required information is shown in the financial statements or notes thereto.

~~(a) The following documents are filed as part of this Report:~~ 20

(13) ~~Financial Statements~~Exhibits. ~~The following financial statements and the reports of our independent registered public accounting firms, are filed as “Item 8. Financial Statements and Supplementary Data” of this report:~~

Reports of Independent Registered Public Accounting Firms	F-2
Exhibit Number		Description
Consolidated Balance Sheets at December 31, 2018 and 2017	F-4
3.1(i)		Amended and Restated Articles of Incorporation(1)
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017	F-5
3.2		By-Laws(1)
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-6
10.1		2015 Stock Incentive Plan(1)*
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2018 and 2017	F-7
10.2		Securities Purchase Agreement (2)
Notes to Consolidated Financial Statements	F-8
10.3		CCI Note(3)
10.4		GPB Purchase Agreement(3)
10.5		GPB Note(3)
10.6		Amended and Restated Employment Agreement with David Hopkins(4)*
31.1		Section 302 Certification(5)
32.1		Section 906 Certification(5)

(21) ~~Financial~~Filed as an Exhibit to the registrant’s Registration Statement ~~Schedules~~on Form S-1 (File No. 333-206839) and incorporated herein by reference.

~~Financial~~(2) ~~Statement~~Filed ~~Schedules are~~as ~~omitted~~An ~~because~~Exhibit to the ~~information~~registrant’s ~~required~~Current isReport ~~not~~on ~~applicable~~Form or8-K ~~the~~dated ~~required~~September ~~information~~5, is2017 ~~shown~~and inincorporated ~~the~~herein ~~financial~~by ~~statements or notes thereto~~reference.

20(3) Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated September 29, 2017 and incorporated herein by reference.

(34) ~~Exhibits~~Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated June 3, 2019 and incorporated herein by reference.

Exhibit Number		Description
3.1(i)		Amended and Restated Articles of Incorporation(1)
3.2		By-Laws(1)
10.1		2015 Stock Incentive Plan(1)*
10.2		Securities Purchase Agreement (2)
10.3		CCI Note(3)
10.4		GPB Purchase Agreement(3)
10.5		GPB Note(3)
10.6		Employment Agreement with David Hopkins(4)*
16.1		Letter to Securities and Exchange Commission from Paritz & Co., P.A. dated October 31, 2018(5)
31.1		Section 302 Certification(6)
32.1		Section 906 Certification(6)

⁽⁵⁾

Filed herewith.

~~(1)~~*Management incentive ~~Filed~~or ascompensation ~~an Exhibit to the registrant’s Registration Statement on Form S-1 (File No~~plan. ~~333-206839) and incorporated herein by reference.~~

~~(2) Filed as An Exhibit to the registrant’s Current Report on Form 8-K dated September 5, 2017 and incorporated herein by reference.~~ 21

~~(3) Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated September 29, 2017 and incorporated herein by reference.~~SIGNATURES

In accordance with Section 13 or 15(4d) ~~Filed~~of asthe anExchange ~~Exhibit~~Act, to the registrant’s ~~Current~~has ~~Report~~caused onthis ~~Form~~report ~~8-K~~to ~~dated~~be ~~January~~signed ~~12,~~on ~~2018~~its ~~and~~behalf ~~incorporated~~by ~~herein~~the undersigned, bythereunto ~~reference~~duly authorized.

(5) Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated October 31, 2018 and incorporated herein by reference.

	HEALTH-RIGHT DISCOVERIES, INC.

Dated: March 30, 2020	By:	/s/ David Hopkins
		David Hopkins, President
		(Principal Executive, Financial and Accounting Officer)

~~(6)~~In accordance ~~Filed~~with ~~herewith~~the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

*Management incentive or compensation plan.

Signatures		Title(s)	Date

By:	/s/ David Hopkins	President, Chief Executive Officer and Director	March 30, 2020
	David Hopkins	(Principal Executive, Financial and Accounting Officer)

By:	/s/ James Pande	Director	March 30, 2020
	James Pande

21 22

~~SIGNATURES~~INDEX TO FINANCIAL STATEMENTS

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

	Page

Report of Independent Registered Public Accounting Firms	F-2

Consolidated Balance Sheets at December 31, 2019 and 2018	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018	F-4

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2019 and 2018	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019 and 2018	F-6

Notes to Consolidated Financial Statements	F-7

	HEALTH-RIGHT DISCOVERIES, INC.
Dated: April 12, 2019	By:	/s/ David Hopkins
		David Hopkins, President
		(Principal Executive, Financial and Accounting Officer)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~In accordance with the Exchange Act, this report has been signed~~To ~~below by~~ the ~~following~~Board ~~persons on behalf~~ of ~~the~~Directors ~~registrant~~ and ~~in the capacities and on the dates indicated.~~

Signatures		Title(s)	Date
By:	/s/ David Hopkins	President, Chief Executive Officer and Director	April 12, 2019
	David Hopkins	(Principal Executive, Financial and Accounting Officer)
By:	/s/ James Pande	Director	April 12, 2019
	James Pande

Stockholders of Health-Right Discoveries, Inc.

22Opinion on the Financial Statements

~~INDEX~~We have TOaudited ~~FINANCIAL~~the ~~STATEMENTS~~accompanying consolidated balance sheets of Health-Right Discoveries, Inc. and Subsidiaries (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

	Page
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets at December 31, 2018 and 2017	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-6
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2018 and 2017	F-7
Notes to Consolidated Financial Statements	F-8

Basis for Opinion

~~F-1~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

~~Health-Right~~/s/ Prager ~~Discoveries~~Metis CPA’s, ~~Inc.~~LLC

~~Opinion~~We have onserved as the ~~Consolidated~~Company’s ~~Financial Statements~~auditor since 2018.

~~We have audited the accompanying consolidated balance sheet of Health-Right Discoveries~~Hackensack, ~~Inc. (the Company) as of December 31, 2018, and the related consolidated statements~~ of operation, stockholders’ equity, and cash flows for the year ended December 31, 2018, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.NJ

~~Basis~~March ~~for~~30, ~~Opinion~~2020

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.F-2

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

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

~~/s/ Prager Metis CPA’s LLC We have served as the Company’s auditor since 2018. Hackensack~~DECEMBER 31, ~~New Jersey April 12, 2019~~

F-2

	2019			2018

ASSETS

CURRENT ASSETS:
Cash	$	2,242,013		$	2,149,738
Accounts receivable, net		52,281			148,225
Inventories		10,735			44,431
Prepaid and other assets		14,433			4,000
Total Current Assets		2,319,462			2,346,394

Property and equipment, net		23,871			37,369
Right of use asset		25,001			—
Intangible assets, net		2,230,122			3,731,584
Goodwill		3,313,226			3,313,226

TOTAL ASSETS	$	7,911,682		$	9,428,573

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,388,505		$	1,100,005
Income tax payable		—			80,000
Salaries payable - related party		—			50,000
Current portion of right of use liability		8,040			—
Current Portion-notes payable		2,500,000			2,500,000
Current portion - notes payable, related party net of discounts of $123,336 and $0 December 31, 2019 and 2018, respectively		5,181,164			—
Total Current Liabilities		9,077,709			3,730,005

LONG-TERM LIABILITIES:
Right of use liability, net of current portion		16,784			—
Notes payable, related party net of discounts of $0 and $287,785 December 31, 2019 and 2018, respectively		—			4,862,215
Deferred tax liability		364,882			905,128
Total Long-term Liabilities		381,666			5,767,343

Total Liabilities	$	9,459,375		$	9,497,348

STOCKHOLDERS' DEFICIENCY
Preferred Stock, .001 par value, 5,000,000 shares authorized No shares issued and outstanding December 31, 2019 and 2018		—			—
Common Stock, .001 par value, 100,000,000 shares authorized 22,869,191 shares issued and outstanding December 31, 2019 and 2018, respectively		22,869			22,869
Additional Paid in Capital		1,117,967			1,117,967
Accumulated Deficit		(2,688,529	)		(1,209,611	)
Total Stockholders' Deficiency		(1,547,693	)		(68,775	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	7,911,682		$	9,428,573

~~REPORT~~The accompanying OFnotes ~~INDEPENDENT~~are ~~REGISTERED~~an ~~PUBLIC ACCOUNTING~~integral ~~FIRM~~part of these consolidated financial statements

~~To the Board of Directors and Stockholders of~~F-3

~~Health~~HEALTH-~~Right Discoveries~~RIGHT DISCOVERIES, ~~Inc~~INC. AND SUBSIDIARIES

~~Opinion~~CONSOLIDATED STATEMENTS onOF ~~the~~OPERATIONS ~~Consolidated Financial Statements~~

~~We have audited the accompanying consolidated~~FOR ~~balance~~THE ~~sheet~~YEARS ofENDED ~~Health-Right~~DECEMBER ~~Discoveries, Inc. (the Company) as of December~~ 31, 2017, and the related consolidated statements of operation, stockholders’ equity, and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

	2019			2018

Revenue	$	3,467,661		$	6,283,923

Cost of Revenue		488,384			1,026,423

Gross Profit		2,979,277			5,257,500

Operating Expenses
General and administrative		1,972,980			3,571,295
Amortization and depreciation		462,693			476,722
Impairment loss		1,061,200			—
Total operating expenses		3,496,873			4,048,017

Income (loss) from operations		(517,596	)		1,209,483

Other Expenses
Interest expenses		1,483,314			1,807,808
Total other expenses		1,483,314			1,807,808

Loss before income tax (provision) benefit		(2,000,910	)		(598,325	)

Income tax (provision) benefit		540,246			(68,669	)

NET LOSS	$	(1,460,664	)	$	(666,994	)

Loss per common share		(0.06	)		(0.03	)

Weighted average common shares outstanding - basic and diluted		22,869,191			22,869,191

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.F-4

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

~~/s/~~CONSOLIDATED STATEMENTS ~~Paritz~~OF ~~& Company, P.A. We have served as the Company~~STOCKHOLDERS’s ~~auditor since 2015. Hackensack, New Jersey April 17, 2018~~DEFICIENCY

F-3

					Additional
	------COMMON STOCK------				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

BALANCE – December 31, 2017		22,869,191	$	22,869	$	1,117,967	$	(542,617	)	$	598,219

Net (loss)		—		—		—		(666,994	)		(666,994	)


BALANCE – December 31, 2018		22,869,191	$	22,869	$	1,117,967	$	(1,209,611	)	$	(68,775	)

Adoption of ASU 2016-02		—		—		—		(18,254	)		(18,254	)
Net (loss)		—		—		—		(1,460,664	)		(1,460,664	)

BALANCE – December 31, 2019		22,869,191	$	22,869	$	1,117,967	$	(2,688,529	)	$	(1,547,693	)

~~HEALTH-RIGHT~~The accompanying ~~DISCOVERIES,~~notes ~~INC~~are an integral part of these consolidated financial statements.

F-5 ~~CONSOLIDATED BALANCE SHEETS~~

~~DECEMBER 31~~HEALTH-RIGHT DISCOVERIES, INC. AND SUBSIDIARIES

	2018			2017
ASSETS
CURRENT ASSETS:
Cash	$	2,149,738		$	1,458,942
Accounts receivable, net		148,225			471,112
Inventories		44,431			32,580
Prepaid and other assets		4,000			—
Total current assets		2,346,394			1,962,634
Property and equipment, net		37,369			10,592
Intangible assets, net		3,731,584			4,196,717
Goodwill		3,313,226			3,313,226
TOTAL ASSETS	$	9,428,573		$	9,483,169
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,100,005		$	1,346,317
Loans payable - related parties		—			33,512
Income tax payable		80,000			—
Salaries payable - related party		50,000			182,000
Current portion - notes payable, net of discounts of $0 and $399,252 December 31, 2018 and 2017, respectively		2,500,000			265,196
Total current liabilities		3,730,005			1,827,025
LONG-TERM LIABILITIES:
Notes payable, net of discounts of $287,785 and $757,839 December 31, 2018 and 2017, respectively		4,862,215			6,077,713
Deferred tax liability		905,128			980,212
Total long-term liabilities		5,767,343			7,057,925
Total liabilities	$	9,497,348		$	8,884,950
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred Stock, .001 par value, 5,000,000 shares authorized No shares issued and outstanding December 31, 2018 and 2017		—			—
Common Stock, .001 par value, 100,000,000 shares authorized 22,869,191 shares issued and outstanding December 31, 2018 and 2017, respectively		22,869			22,869
Additional Paid in Capital		1,117,967			1,117,967
Accumulated Deficit		(1,209,611	)		(542,617	)
Total stockholders’ equity (deficiency)		(68,775	)		598,219
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	9,428,573		$	9,483,169

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~The accompanying~~FOR ~~notes~~THE ~~are~~YEARS anENDED ~~integral~~DECEMBER ~~part of these consolidated financial statements~~31,

F-4

	2019			2018

OPERATING ACTIVITIES:
Net loss	$	(1,460,664	)	$	(666,994	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		10,792			6,962
Abandonment of property and equipment		2,707			—
Amortization expenses		440,261			465,133
Impairment loss		1,061,200			—
Right of use liability amortization		(18,431	)		—
Bad debt		2,146			40,966
Non-cash interest		318,949			1,165,054
Deferred income tax (benefit)		(540,246	)		(75,084	)
Changes in operating assets and liabilities:
Accounts receivable		93,798			281,921
Inventories		33,696			(11,851	)
Prepaid and other assets		(10,433	)		(4,000	)
Accounts payable and accrued expenses		288,500			(392,060	)
Income tax payable		(80,000	)		80,000
Accrued salary to related party		(50,000	)		(132,000	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		92,275			758,047

INVESTING ACTIVITIES:
Purchase of property and equipment		—			(33,739	)
NET CASH USED IN INVESTING ACTIVITIES		—			(33,739	)

FINANCING ACTIVITIES:
Proceeds of (repayment of) loan from related parties		—			(33,512	)
NET CASH USED IN FINANCING ACTIVITIES		—			(33,512	)

INCREASE IN CASH		92,275			690,796

CASH - BEGINNING OF YEAR		2,149,738			1,458,942

CASH - END OF YEAR	$	2,242,013		$	2,149,738

Noncash investing and financing activities:
Accrued interest converted to note payable	$	154,500		$	—

Supplemental disclosures of cash flow information:
Cash paid for interest	$	668,582		$	649,700

Cash paid for income taxes	$	—		$	63,753

~~HEALTH-RIGHT~~The accompanying ~~DISCOVERIES,~~notes ~~INC~~are an integral part of these consolidated financial statements.

F-6 ~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~FOR~~HEALTH-RIGHT ~~THE~~DISCOVERIES, ~~YEARS~~INC. ~~ENDED~~AND ~~DECEMBER 31,~~SUBSIDIARIES

	2018			2017
Revenue	$	6,283,923		$	2,052,352
Cost of Revenue		1,026,423			329,511
Gross Profit		5,257,500			1,722,841
Operating Expenses
General and administrative		3,571,295			1,540,937
Amortization		476,722			119,193
Total operating expenses		4,048,017			1,660,130
Income from operations		1,209,483			62,711
Other Expenses
Interest expense - related parties		—			7,938
Interest expenses - other		1,807,808			263,360
Total other expenses		1,807,808			271,298
Loss before income tax (provision) benefit		(598,325	)		(208,587	)
Income tax (provision) benefit		(68,669	)		642,770
NET INCOME (LOSS)	$	(666,994	)	$	434,183
Income (loss) per common share		(0.03	)		0.02
Weighted average common shares outstanding - basic and diluted		22,869,191			18,907,756

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~NOTE ~~accompanying~~1 ~~notes~~– ~~are~~Business ~~an integral part of these consolidated financial statements.~~

FHealth-5Right Discoveries, Inc. (“the Company”) was formed under the laws of the State of Florida on October 12, 2011 under the name Four Plex Partners, Inc. and subsequently changed its name to Health-Right Discoveries, Inc. on March 22, 2012. The Company’s primary business was to develop and market an innovative portfolio of both prescription nutritional, OTC monograph and natural products that primarily focus on factors relating to stress-induced conditions and diseases.

~~HEALTH-RIGHT~~On ~~DISCOVERIES~~September 29, ~~INC~~2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired (the “Acquisition”) all the outstanding shares of Common Compounds, Inc., n/k/a CCI Billing, Inc. d/b/a Complete Claim Management (“CCI”) and EZPharmaRx, LLC n/k/a Script Connection, LLC (“SCLLC”). HRD, through its subsidiaries, CCI and SCLLC, along with licensed pharmaceutical wholesalers, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice’s office to patients receiving treatment for work-related injuries (“In-Office Dispensing Program”).

~~CONSOLIDATED~~CCI ~~STATEMENTS~~offers OFand ~~CASH~~provides ~~FLOWS~~administrative services and billing services to physician practices (each a “Practice” and collectively, the “Practices”) desiring to make certain over-the-counter products, including non-narcotic topical medications, (“OTC Products”), and certain prescription medications (“Prescription Medications”) available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or certain Prescription Medications in the Practice’s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its fee-based services to Practices participating in the In-Office Dispensing Program. CCI also provides billing and collection services on behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.

~~FOR~~SCLLC ~~THE~~offers ~~YEARS~~OTC ~~ENDED~~Products ~~DECEMBER~~to 31Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. SCLLC is not a compounding pharmacy, and neither CCI nor SCLLC is involved in creating topicals with compounding pharmacies.

	2018			2017
OPERATING ACTIVITIES:
Net income (loss)	$	(666,994	)	$	434,183
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation expense		6,962			575
Amortization		465,133			119,193
Bad debt		40,966			—
Non-cash interest		1,165,054			96,903
Deferred income tax (benefit)		(75,084	)		(642,770	)
Changes in operating assets and liabilities:
Accounts receivable		281,921			136,687
Inventories		(11,851	)		71,643
Prepaid and other assets		(4,000	)		—
Accounts payable and accrued expenses		(392,060	)		24,863
Income tax payable		80,000
Accrued salary to related party		(132,000	)		13,000
NET CASH PROVIDED BY OPERATING ACTIVITIES		758,047			254,277
INVESTING ACTIVITIES:
Cash paid for Acquisitions, net of cash acquired		—			(3,518,641	)
Purchase of property and equipment		(33,739	)		—
NET CASH USED IN INVESTING ACTIVITIES		(33,739	)		(3,518,641	)
FINANCING ACTIVITIES:
Proceeds of (repayment of) loan from related parties		(33,512	)		33,512
Repayment of related party loan		—			(193,662	)
Proceeds from note payable, net of loan costs		—			4,865,083
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(33,512	)		4,704,933
INCREASE IN CASH		690,796			1,440,569
CASH - BEGINNING OF YEAR		1,458,942			18,373
CASH - END OF YEAR	$	2,149,738		$	1,458,942
Noncash investing and financing activities:
Debt incurred for acquisitions, net of imputed interest	$	—		$	2,500,000
Supplemental disclosures of cash flow information:
Cash paid for interest	$	649,700		$	111,563
Cash paid for income taxes	$	63,753		$	—

SCLLC also assists the Practices in ordering Prescription Medications directly from licensed pharmaceutical wholesalers and oversees the sale and distribution of Prescription Medications to the Practices. SCLLC does not sell any Prescription Medications to Practices, is not a licensed pharmaceutical wholesaler, and does not profit from the sale of such medications.

~~The~~NOTE ~~accompanying~~2 ~~notes~~– ~~are~~Summary ~~an integral part~~ of ~~these~~Significant ~~consolidated~~Accounting Policies ~~financial statements.~~

~~F-6~~Principles of Consolidation

~~HEALTH-RIGHT~~The ~~DISCOVERIES~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, ~~INC~~and include the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated.

~~CONSOLIDATED STATEMENTS~~Use OFof ~~STOCKHOLDERS’ EQUITY (DEFICIENCY)~~Estimates

					Additional
	------COMMON STOCK------				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
BALANCE – December 31, 2016		17,533,332	$	17,533	$	589,717	$	(976,800	)	$	(369,550	)
Shares issued for acquisition		1,751,581		1,752		173,406					175,158
Shares issued in financing arrangement		3,584,278		3,584		354,844					358,428
Net income								434,183			434,183
BALANCE – December 31, 2017		22,869,191	$	22,869	$	1,117,967	$	(542,617	)	$	598,219
Net (loss)								(666,994	)		(666,994	)
BALANCE – December 31, 2018		22,869,191	$	22,869	$	1,117,967	$	(1,209,611	)	$	(68,775	)

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates.

~~The accompanying notes are an integral part of these consolidated financial statements.~~F-7

~~F-7~~Cash and cash equivalents

~~HEALTH-RIGHT~~The Company considers ~~DISCOVERIES,~~all ~~INC~~short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

~~NOTES TO~~Concentration ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~Risk

~~NOTE~~Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balances in various financial institutions. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2019 and 2018, $1,289,897 –and ~~Business~~$1,453,132 were in excess of the FDIC insured limit, respectively.

~~Health-Right Discoveries,~~Accounts Inc. (“the Company”) was formed under the laws of the State of Florida on October 12, 2011 under the name Four Plex Partners, Inc. and subsequently changed its name to Health-Right Discoveries, Inc. on March 22, 2012. The Company’s primary business was to develop and market an innovative portfolio of both prescription nutritional, OTC monograph and natural products that primarily focus on factors relating to stress-induced conditions and diseases.Receivable

~~On September~~Accounts ~~29,~~receivable ~~2017,~~are ~~the~~stated ~~Company~~at ~~acquired~~the ~~all~~amount the ~~outstanding~~Company ~~common~~expects ~~shares~~to ofcollect ~~Common~~from ~~Compounds, Inc~~customers. ~~and~~The ~~EzPharmaRx,~~Company ~~LLC. The~~maintains ~~combined~~an ~~business~~allowance ~~offers~~for ~~physicians~~doubtful ~~and~~accounts ~~medical~~for ~~clinics~~estimated anlosses ~~ancillary~~resulting ~~program~~from tothe ~~treat~~inability ~~their~~of ~~patients~~its ~~with~~customers ~~topical prescription medicine~~ to ~~manage~~make ~~pain~~required payments. Management ~~The~~has ~~program~~rewarded isan ~~designed~~allowance for ~~patients~~doubtful ~~with~~accounts ~~work~~in ~~related~~the ~~injuries~~amounts ~~managed~~of ~~under~~$5,040 ~~worker compensation~~and ~~claims.~~$0 ~~The~~at ~~program~~December ~~both~~31, ~~delivers~~2019 ~~the~~and ~~topical~~2018 ~~medicine~~respectively. During to2019, the ~~care~~Company ~~provider~~recorded ~~for~~bad ~~sale~~debt toexpense in the ~~patient,~~amount asof ~~well~~$2,146. ~~as providing~~Management ~~the~~has ~~care~~written ~~provider~~off ~~with~~a ~~insurance~~one-time ~~claim~~bad ~~processing~~debt ~~services~~customer receivables onin ~~behalf~~the amount of $40,996 during the ~~patient.~~year Onending ~~October~~December 31, 2018,. ~~Common~~Management considers the following factors when ~~Compounds~~determining the collectability of specific customer accounts: customer credit-worthiness, ~~Inc~~past ~~changed~~transaction ~~its~~history ~~name~~with tothe ~~CCI~~customer, current ~~Billing~~economic industry trends, ~~Inc~~and ~~d/b/a~~changes ~~Complete~~in ~~Claim~~customer ~~Management~~payment ~~(“CCI”)~~terms. OnIf ~~November~~the 5,financial condition of the Company’s customers ~~2018,~~was ~~EzPharmaRx,~~to ~~LLC~~deteriorate ~~changed~~and ~~its~~adversely ~~name~~affecting their ability to ~~Script~~make ~~Connection~~payments, ~~LLC~~additional ~~(“Script”)~~allowances would be required.

~~NOTE 2~~Revenue ~~– Summary of Significant Accounting Policies~~ Recognition

~~Use~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU and all subsequently issued clarifying ASUs replaced most existing revenue recognition guidance in U.S. GAAP. The ASU also required expanded disclosures relating to the nature amount, timing, and uncertainty of ~~Estimates~~revenue and cash flows arising from contracts with customers. The Company adopted the new standard effective January 1, 2018, the first day of the Company’s fiscal year. For these reasons, the adoption of this ASU did not have a significant impact on the Company’s financial statements.

~~The preparation~~Effective ofJanuary ~~the~~1, ~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect~~2018, the ~~reported~~Company ~~amounts~~adopted ofguidance ~~assets~~issued ~~and~~by ~~liabilities and disclosure of contingent assets and liabilities at~~ the ~~dates~~FASB ofregarding ~~the~~recognizing ~~financial statements and the reported amounts of~~ revenue ~~and~~from ~~expenses~~contracts ~~during~~with ~~the reporting periods~~customers. ~~Actual~~The ~~results~~revenue ~~could~~recognition policies ~~differ~~as ~~from~~enumerated ~~those estimates.~~below ~~Certain~~reflect of the Company’'s ~~estimates~~accounting ~~could~~policies beeffective ~~affected~~January by1, ~~external conditions~~2018, ~~including~~which ~~those~~did ~~unique~~not tohave ~~its~~a ~~industry,~~materially ~~and~~different ~~general~~financial ~~economic~~statement ~~conditions.~~result Itthan iswhat ~~possible~~the ~~that~~results ~~these~~would ~~external factors could~~ have anbeen ~~effect~~under on the ~~Company’s~~previous ~~estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its~~ accounting ~~estimates~~policies atfor ~~least quarterly~~revenue ~~based on these conditions and record adjustments when necessary~~recognition.

~~Cash~~CCI’s revenue results from the consulting services agreements, which included providing services to physicians for billing insurance companies. The Company has determined the performance obligations in these consulting service agreements relate to the satisfaction of billing the insurance company on behalf of the physicians. CCI remits billings to insurance companies on behalf of the physicians, collect the proceeds and remits an agreed upon percentage amount to the physician. The amounts reported as revenue are recorded net of amounts remitted. The Company follows Staff Accounting Bulletin (“SAB”) No. 104, which states that the revenue is not earned until the company has been paid by the insurance company at which time it becomes realized or realizable.

~~The~~SCLLC’s revenue ~~Company~~from ~~considers~~the ~~all~~sale ~~short-term~~of ~~highly~~products ~~liquid~~are ~~investments~~recognized ~~with~~when the sale is consummated, and title is transferred. The Company and customer enter into an ~~original~~agreement ~~maturity~~which atoutlines the place and date of sale, purchase price, payment terms, and the assignment of ~~three~~rights ~~months~~and orwarranties ~~less~~from the Company to the customer. Management has identified the promise in the sale contract to be ~~cash~~the ~~equivalents~~transfer of ownership of the asset. Management believes the asset holds standalone value to the customer as it is not dependent on any other services for functionality purposes and therefore is distinct within the context of the contract and as described in ASC 606-10. The transaction price is set at a fixed dollar amount per fixed quantity (number of assets) and is explicitly stated in each contract. Sales revenue is based on a set price for a set number of assets, which is allocated to the performance obligation in its entirety. The Company has determined the date of transfer to the customer to be the date the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due. As such, there is no impact to the timing and amounts of revenue recognized for equipment sales related to the implementation of ASC 606.

~~Concentration of Risk~~F-8

~~Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash.~~ The ~~Company~~following ~~maintains its~~tables ~~principal~~disaggregate ~~cash~~revenue ~~balances~~by inmajor ~~various~~source ~~financial~~for ~~institutions. These balances are insured by~~ the ~~Federal~~years ~~Deposit~~ended ~~Insurance Corporation (“FDIC”) up to $250,000. At~~ December 31, ~~2018~~2019 and ~~2017, $1,453,132 and $678,876 were in excess of the FDIC insured limit, respectively.~~2018:

Accounts Receivable

Year Ended December 31, 2019		Ancillary Program		OTC and Prescription Medication		Corporate (1)		Total
Product Sales		$	—	$	674,853	$	—	$	674,853
Consulting Services			2,792,808		—		—		2,792,808
	Total Revenue	$	2,792,808	$	674,853	$	—	$	3,467,661

Year Ended December 31, 2018		Ancillary Program		OTC and Prescription Medication		Corporate (1)		Total
Product Sales		$	—	$	1,353,571	$	—	$	1,353,571
Consulting Services			4,930,352		—		—		4,930,352
	Total Revenue	$	4,930,352	$	1,353,571	$	—	$	6,283,923

~~Accounts receivable~~(1) ~~are stated at the amount the Company expects to collect from customers.~~ The Company's ~~maintains~~corporate angroup ~~allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management has determined there~~ is ~~no allowance for doubtful accounts necessary as of December 31, 2018 and 2017, respectively. However, management has written off a one~~non-~~time~~revenue ~~bad~~generating debt customer receivables in the amount of $40,996 during the year ending December 31, 2018. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and ~~changes~~supports inour ~~customer~~two ~~payment~~reportable ~~terms.~~segments IfAncillary ~~the~~Program ~~financial condition of the Company’s customers was to deteriorate~~ and ~~adversely affecting their ability to make payments, additional allowances would be required~~Prescription.

~~F-8~~Inventories

~~Revenue~~Inventories, which consist ~~Recognition~~of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, or net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product.

~~Effective January~~If 1the Company identifies excess, ~~2018~~obsolete or unsalable items, ~~the~~its ~~Company~~inventories ~~adopted~~are ~~guidance~~written ~~issued~~down byto ~~the~~their ~~FASB~~net ~~regarding~~realizable ~~recognizing~~value ~~revenue~~in ~~from~~the ~~contracts~~period ~~with~~in ~~customers.~~which the ~~The~~impairment ~~revenue~~is ~~recognition~~first ~~policies~~identified. asShipping ~~enumerated~~and ~~below~~handling ~~reflect~~costs ~~the~~incurred ~~Company's~~for ~~accounting~~inventory ~~policies~~purchases ~~effective~~and ~~January~~product 1,shipments ~~2018,~~are ~~which~~recorded ~~did~~in ~~not~~cost ~~have~~of asales ~~materially~~in ~~different~~the ~~financial~~Company’s ~~statement~~statements ~~result~~of ~~than~~operations. ~~what~~During the ~~results~~year ~~would~~ended ~~have~~December ~~been~~31, ~~under~~2019 ~~the~~and ~~previous~~2018, ~~accounting~~the Company ~~policies~~recorded ~~for~~no ~~revenue~~loss ~~recognition~~due to management’s estimate of obsolete inventory, respectively.

~~CCI’s revenue~~Property results from the billing services agreements, which included providing services to physicians for billing insurance companies. The Company has determined the performance obligations in these consulting service agreements relate to the satisfaction of billing the insurance company on behalf of the physicians. CCI remits billings to insurance companies on behalf of the physicians, collect the proceeds and remits an agreed upon percentage amount to the physician. The amounts reported as revenue are recorded net of amounts remitted. The Company follows Staff Accounting Bulletin (“SAB”) No. 104, which states that the revenue is not earned until the company has been paid by the insurance company at which time it becomes realized or realizable.Equipment

~~Script’s revenue~~Property ~~from~~and ~~the~~equipment ~~sale of products~~ are ~~recognized~~stated ~~when~~at ~~the sale is consummated, and title is transferred~~cost. ~~The Company and customer~~ ~~enter~~Expenditures ~~into~~for anadditions ~~agreement~~are ~~which outlines the place and date of sale~~capitalized, ~~purchase~~repairs ~~price, payment terms,~~ and ~~the~~maintenance ~~assignment~~are ofexpensed ~~rights and~~as ~~warranties from the Company to the customer~~incurred. ~~Management~~Depreciation ~~has~~is ~~identified~~provided ~~the~~using ~~promise in~~ the ~~sale contract to be the transfer~~ ofstraight-line ~~ownership~~method ofover the ~~asset.~~estimated ~~Management~~useful ~~believes~~lives ~~the asset holds standalone value to the customer as it is not dependent on any other services for functionality purposes and therefore is distinct within the context~~ of the ~~contract and as described in ASC 606-10. The transaction price is set at a fixed dollar amount per fixed quantity (number of~~ assets~~) and is explicitly stated in each contract. Sales revenue is based on a set price for a set number of assets~~, which isare ~~allocated~~as to the performance obligation in its entirety. The Company has determined the date of transfer to the customer to be the date the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due. As such, there is no impact to the timing and amounts of revenue recognized for equipment sales related to the implementation of ASC 606.follows:

The following table disaggregates revenue by major source for the year ended December 31, 2018:

	December 31,
	2019			2018
Machinery and equipment – 7 years	$	44,497		$	52,934
Accumulated depreciation		(20,626	)		(15,565	)
Total property and equipment	$	23,871		$	37,369

Year Ended December 31, 2018	Ancillary Program		Prescription Medicine		Corporate (1)		Total
Product Sales	$	—	$	1,353,571	$	—	$	1,353,571
Billing Services		4,930,352		—		—		4,930,352
Total Revenue	$	4,930,352	$	1,353,571	$	—	$	6,283,923

Intangible Assets

~~(1)~~Intangible ~~The~~assets ~~Company's~~continue ~~Corporate~~to ~~group~~be subject to amortization, and any impairment is ~~non-revenue~~determined ~~generating~~in accordance with ASC 360, “Property, Plant, and ~~supports~~Equipment,” ~~our~~intangible ~~two~~assets are ~~reportable~~stated ~~segments~~at ~~Ancillary~~historical ~~Program~~cost and ~~Prescription~~amortized over their estimated useful lives. The Company uses a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined

~~Inventories~~F-9

~~Inventories,~~Intangible assets are tested annually for impairment ~~which~~and ~~consist~~are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the ~~Company’s~~asset ~~product~~group ~~held~~exceeds ~~for~~its ~~resale~~fair value. Conditions that may indicate impairment include, but are ~~stated~~not atlimited to, a significant adverse change in legal factors or business climate that could affect the ~~lower~~value of ~~cost~~an asset, ~~determined~~a ~~using~~product ~~the~~recall, ~~first-in~~or an adverse action or assessment by a regulator. If an impairment indicator exists, ~~first-out~~we test the intangible asset for recoverability. For purposes of the recoverability test, orwe ~~net~~group ~~realizable~~our ~~value~~amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. ~~Net~~If ~~realizable~~the carrying value isof the ~~estimated~~intangible ~~selling~~asset ~~price,~~(asset ingroup) exceeds the ~~ordinary~~undiscounted cash ~~course~~flows expected to result from the use and eventual disposition of ~~business~~the intangible asset (asset group), ~~less~~the Company will write ~~estimated~~the ~~costs~~carrying value down to ~~complete~~the ~~and~~fair ~~dispose~~value ofin the ~~product~~period identified.

~~If the~~The Company ~~identifies~~calculates ~~excess,~~fair ~~obsolete~~value orof ~~unsalable~~our ~~items,~~intangible assets ~~its~~as ~~inventories~~the ~~are~~present ~~written~~value ~~down~~of toestimated ~~their~~future ~~net~~cash ~~realizable~~flows ~~value in~~ the ~~period~~Company inexpects ~~which~~to ~~the~~generate ~~impairment~~from isthe ~~first~~asset ~~identified.~~using ~~Shipping~~a ~~and~~risk-adjusted discount ~~handling~~rate. ~~costs~~In ~~incurred~~determining ~~for~~our ~~inventory~~estimated ~~purchases~~future ~~and~~cash ~~product shipments~~flows ~~are~~associated ~~recorded~~with inour ~~cost~~intangible ofassets, ~~sales~~The ~~in the~~ Company’s ~~statements~~uses ~~of operations. During the year ended December 31, 2018~~estimates and ~~2017,~~assumptions ~~the~~about ~~Company~~future ~~recorded~~revenue ~~$0 and $6~~contributions,~~242~~ ~~loss~~cost ~~due~~structures toand ~~management’s~~remaining ~~estimate~~useful lives of ~~obsolete~~the ~~inventory,~~asset ~~respectively~~(asset group).

~~F-9~~During the third quarter 2019, the Company reviewed its customer lists and impaired approximately 50% of its value, or $1,061,200.

~~Property and Equipment~~Goodwill

~~Property~~Goodwill is measured as the excess of consideration transferred and ~~equipment~~the ~~are~~net ~~stated~~of atthe ~~cost.~~acquisition ~~Expenditures~~date ~~for~~fair ~~additions~~value ~~are~~of ~~capitalized~~assets acquired, ~~repairs~~ and ~~maintenance~~liabilities ~~are~~assumed ~~expensed~~in asa ~~incurred~~business acquisition. ~~Depreciation~~In isaccordance ~~provided~~with ~~using~~ASC ~~the~~350, ~~straight-line~~“Intangibles—Goodwill ~~method~~and ~~over~~Other,” ~~the~~goodwill ~~estimated~~and ~~useful~~other intangible assets with indefinite lives ofare ~~the~~no ~~assets,~~longer ~~which~~subject to amortization but are astested ~~follows:~~for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired.

	December 31,
	2018			2017
Machinery and equipment – 7 years	$	52,934		$	19,195
Accumulated depreciation		(15,565	)		(8,603	)
Total property and equipment	$	37,369		$	10,592

In January 2017, the FASB issued ASU 2017-04 that eliminates “step 2” from the goodwill impairment test. The Company made the election to early adopt ASU 2017-04 as of January 1, 2018 and the standard was applied on a prospective basis, as required. In accordance with ASC 350-25-35-3, “An entity may first assess qualitative factors, as described in paragraphs 350-20-35-3A through 35-3G, to determine whether it is necessary to perform the quantitative goodwill impairment test.” Management reviewed the following qualitative factors around its goodwill and believes that the fair value of its investment in the Company exceeds its carrying amount at December 31, 2019.

~~Intangible~~The Company reviews the goodwill allocated to each ~~Assets~~of our reporting units for possible impairment annually as of December 31 and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit.

~~Intangible assets~~In ~~continue~~assessing tothe bequalitative ~~subject~~factors, tothe ~~amortization,~~Company assesses relevant events and ~~any~~circumstances ~~impairment~~that ismay ~~determined~~impact inthe ~~accordance~~fair ~~with~~value ~~ASC~~and ~~360,~~the ~~“Property,~~carrying amount of the reporting unit. The identification ~~Plant,~~of relevant events and ~~Equipment~~circumstances,” ~~intangible~~and ~~assets~~how ~~are~~these ~~stated~~may atimpact ~~historical~~a ~~cost~~reporting ~~and~~unit’s ~~amortized~~fair ~~over~~value ~~their~~or ~~estimated~~carrying ~~useful~~amount ~~lives.~~involve significant judgments and assumptions. The ~~Company~~judgment ~~uses~~and aassumptions ~~straight-line~~include ~~method~~the identification of ~~amortization~~macroeconomic conditions, ~~unless~~industry, aand ~~method~~market considerations, ~~that~~cost ~~better~~factors, ~~reflects~~overall ~~the~~financial ~~pattern~~performance inand ~~which~~share price trends, and making the ~~economic~~assessment as to whether each ~~benefits~~relevant offactor ~~the~~will ~~intangible~~impact ~~asset~~the ~~are~~impairment ~~consumed~~test positively or ~~otherwise~~negatively ~~used~~and upthe ~~can~~magnitude beof ~~reliably~~any ~~determined~~such impact.

~~Intangible assets are tested annually for impairment and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.~~F-10 An impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair value. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.

The carrying amount of each reporting unit is determined ~~Company~~based ~~calculates~~upon ~~fair~~the ~~value~~assignment of our assets and liabilities, including existing goodwill and other intangible assets, asto the ~~present~~identified reporting ~~value~~units. ofWhere ~~estimated~~an ~~future~~acquisition ~~cash~~benefits ~~flows~~only one reporting unit, the Company ~~expects to~~allocates, ~~generate~~as ~~from~~of the ~~asset~~acquisition ~~using~~date, aall goodwill ~~risk-adjusted~~for ~~discount~~that ~~rate~~acquisition to the reporting unit that will benefit. InWhere ~~determining~~the ~~our~~Company ~~estimated~~has ~~future~~had ~~cash~~an ~~flows~~acquisition ~~associated~~that ~~with~~benefited ~~our~~more ~~intangible~~than ~~assets~~one reporting unit, The Company ~~uses~~has ~~estimates~~assigned ~~and~~the ~~assumptions~~goodwill ~~about~~to ~~future~~our ~~revenue~~reporting ~~contributions~~units as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of the acquired business, ~~cost~~or ~~structures~~portion ~~and~~thereof, ~~remaining~~to be included ~~useful~~in ~~lives~~that reporting unit over the fair value of the ~~asset~~individual ~~(asset~~assets ~~group)~~acquired and liabilities assumed that are assigned to the reporting unit.

~~Intangible assets~~If ~~that~~the ~~have~~carrying ~~indefinite~~amount ~~useful~~of ~~lives~~a ~~are~~reporting ~~tested~~unit ~~annually~~is ~~for~~in excess ~~impairment~~of ~~and~~its ~~are~~fair ~~tested~~value, ~~for~~an impairment ~~more~~may ~~frequently~~exist, ~~if events~~ and ~~circumstances~~the ~~indicate~~Company ~~that~~must perform the ~~asset~~second ~~might~~step beof ~~impaired. An~~the impairment analysis to measure the amount of the impairment loss, isby ~~recognized~~allocating the reporting unit’s fair value to ~~the~~its ~~extent~~assets ~~that~~and liabilities other than goodwill, comparing the carrying amount of the ~~asset~~goodwill ~~group~~to ~~exceeds~~the ~~its~~resulting implied fair value of the goodwill, and recording an impairment charge for any excess.

~~Goodwill~~Stock-based compensation

~~Goodwill~~The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is ~~measured~~calculated ason the ~~excess~~date of ~~consideration~~grant ~~transferred~~using the Black-Scholes method for stock options and the ~~net~~quoted price of our common stock for common shares; the ~~acquisition~~expense ~~date~~is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of ~~assets~~the ~~acquired,~~award ~~and liabilities~~on ~~assumed~~the date of grant is calculated in athe ~~business~~same ~~acquisition~~manner as employee awards. InHowever, ~~accordance~~the ~~with~~awards are ~~ASC~~revalued ~~350,~~at ~~“Intangibles—Goodwill~~the end of each reporting period and ~~Other,”~~the pro rata compensation expense is adjusted accordingly until such time ~~goodwill~~the ~~and~~nonemployee ~~other~~award ~~intangible~~is ~~assets~~fully ~~with~~vested, ~~indefinite~~at ~~lives~~which ~~are~~time nothe ~~longer~~total ~~subject~~compensation recognized to ~~amortization~~date ~~but~~equals ~~are~~the ~~tested~~fair ~~for~~value ~~impairment~~of the stock-based ~~annually~~award oras ~~whenever~~calculated ~~events~~on orthe ~~changes~~measurement indate, ~~circumstances~~which ~~indicate~~is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the ~~asset~~extent ~~might~~actual beresults ~~impaired~~or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.

The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually as of December 31 and whenever events or changes in circumstances indicate carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. There were no events or changes in circumstances that indicated potential impairment of intangible assets during 2018 and 2017.Advertising

~~F-10~~Advertising and marketing expenses are charged to operations as incurred. For the years ended December 31, 2019 and 2018, advertising costs and marketing expenses were $18,727 and $31,166, respectively.

~~In assessing~~Income the qualitative factors, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances, and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry, and market considerations, cost factors, overall financial performance and share price trends, and making the assessment as to whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.Taxes

The ~~carrying~~ ~~amount~~company ofuses ~~each~~the ~~reporting~~asset and ~~unit~~liability ismethod ~~determined~~of ~~based~~accounting ~~upon~~for ~~the~~income ~~assignment~~taxes ofin ~~our~~accordance ~~assets~~with ~~and~~ASC ~~liabilities~~Topic 740, ~~including~~“Income ~~existing~~Taxes.” Under this method, ~~goodwill~~income ~~and~~tax ~~other~~expense ~~intangible~~is ~~assets,~~recognized tofor the ~~identified~~amount ~~reporting~~of: ~~units.~~(i) ~~Where~~taxes anpayable ~~acquisition~~or ~~benefits~~refundable ~~only~~for ~~one~~the ~~reporting~~current ~~unit, the~~year ~~Company~~and ~~allocates,~~(ii) asdeferred tax consequences of ~~the~~temporary ~~acquisition~~differences ~~date,~~resulting ~~all~~from ~~goodwill~~matters ~~for~~ that ~~acquisition~~have tobeen ~~the~~recognized ~~reporting~~in ~~unit~~an ~~that~~entity’s ~~will~~financial ~~benefit.~~statements ~~Where~~or ~~the~~tax ~~Company~~returns. ~~has~~Deferred ~~had~~tax anassets ~~acquisition~~and ~~that~~liabilities ~~benefited~~are ~~more~~measured ~~than~~using ~~one~~enacted ~~reporting~~tax ~~unit,~~rates ~~The~~expected ~~Company~~to ~~has~~apply ~~assigned~~to ~~the~~taxable ~~goodwill~~income toin ~~our~~the ~~reporting~~years ~~units~~in aswhich ofthose ~~the~~temporary ~~acquisition~~differences ~~date~~are ~~such~~expected ~~that~~to ~~the~~be ~~goodwill~~recovered ~~assigned~~or tosettled. The effect on deferred tax assets and liabilities of a ~~reporting~~change ~~unit~~in tax rates is recognized in the ~~excess~~results of operations in the ~~fair~~period ~~value of~~that includes the ~~acquired~~enactment ~~business,~~date. orA ~~portion~~valuation allowance ~~thereof,~~is provided to bereduce ~~included~~the indeferred ~~that~~tax ~~reporting~~assets ~~unit~~reported ~~over~~if ~~the~~based ~~fair~~on ~~value~~the weight of the ~~individual~~available ~~assets acquired~~positive and ~~liabilities~~negative evidence, ~~assumed~~it ~~that~~is ~~are~~more ~~assigned~~likely tothan not some portion or all of the ~~reporting~~deferred ~~unit~~tax assets will not be realized.

~~If the~~ASC ~~carrying~~Topic ~~amount~~740.10.30 ofclarifies the aaccounting ~~reporting~~for ~~unit~~uncertainty is in ~~excess~~income oftaxes ~~its~~recognized ~~fair~~in ~~value,~~ an ~~impairment~~enterprise’s ~~may~~financial ~~exist,~~statements and ~~the~~prescribes ~~Company~~a ~~must perform~~recognition ~~the~~threshold ~~second~~and ~~step~~measurement ofattribute for the ~~impairment~~financial ~~analysis~~statement torecognition ~~measure~~and ~~the~~measurement ~~amount~~ of ~~the~~a ~~impairment~~tax ~~loss,~~position bytaken ~~allocating~~or ~~the reporting unit’s~~expected ~~fair value~~ to ~~its~~be ~~assets~~taken ~~and~~in ~~liabilities~~a ~~other~~tax ~~than~~return. ~~goodwill,~~ASC ~~comparing~~Topic ~~the~~740.10.40 ~~carrying~~provides ~~amount~~guidance ofon ~~the~~de-recognition, ~~goodwill~~classification, tointerest ~~the~~and ~~resulting~~penalties, ~~implied~~accounting ~~fair~~in ~~value~~interim ofperiods, ~~the goodwill~~disclosure, and ~~recording~~transition. anThe ~~impairment~~Company ~~charge~~has no material uncertain tax positions for any ~~excess~~of the reporting periods presented.

~~Stock~~F-~~based compensation~~11

~~The Company~~Earnings ~~recognizes~~(Loss) ~~compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based~~Per awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.Share

~~Advertising~~Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding, noted above.

~~Advertising and~~Accounting ~~marketing~~for ~~expenses are charged to operations as incurred. For the year ended December 31, 2018 and 2017, advertising costs~~Business ~~and marketing expenses were $31,166 and $252, respectively.~~Combinations

~~Income~~In accordance with ASC ~~Taxes~~Topic 805, “Business Combinations,” when accounting for business combinations we are required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. These items are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the consolidated statements of operations since their respective acquisition dates.

The ~~company~~ ~~uses~~purchase ~~the~~price ~~asset~~allocation process ~~and~~requires ~~liability~~management ~~method~~to ofmake ~~accounting~~significant ~~for~~estimates ~~income~~and ~~taxes~~assumptions ~~in accordance~~ with ~~ASC~~respect ~~Topic~~to ~~740~~intangible assets, ~~“Income~~estimated ~~Taxes.”~~contingent ~~Under~~consideration ~~this~~payments ~~method,~~and/or ~~income~~pre-acquisition ~~tax~~contingencies, ~~expense~~all ~~is recognized for the amount~~ of: ~~(i)~~which ~~taxes~~ultimately ~~payable~~affect ~~or refundable for~~ the ~~current~~fair ~~year~~value ~~and (ii) deferred tax consequences~~ of ~~temporary~~goodwill ~~differences resulting from matters that have been recognized in an entity’s~~established ~~financial~~as ~~statements~~of orthe ~~tax~~acquisition ~~returns~~date. ~~Deferred~~Goodwill ~~tax~~acquired ~~assets~~in ~~and~~business ~~liabilities~~combinations ~~are~~is ~~measured~~assigned ~~using~~to ~~enacted~~the ~~tax~~reporting ~~rates~~unit(s) expected to ~~apply~~benefit tofrom ~~taxable~~the ~~income~~combination inas of the ~~years~~acquisition indate ~~which~~and ~~those~~is ~~temporary~~then ~~differences~~subsequently ~~are~~tested ~~expected~~for toimpairment beat ~~recovered~~least ~~or settled~~annually. ~~The~~If ~~effect~~the onfair ~~deferred~~value ~~tax~~of ~~assets~~the ~~and~~net ~~liabilities~~assets ofacquired aexceeds ~~change~~the inpurchase ~~tax~~price ~~rates~~consideration, iswe ~~recognized~~record ina ~~the~~gain ~~results~~on ofbargain ~~operations~~purchase. However, in ~~the~~such ~~period~~a ~~that~~case, before ~~includes~~ the ~~enactment~~ ~~date.~~measurement Aperiod ~~valuation~~closes ~~allowance~~we isperform ~~provided~~a reassessment to ~~reduce~~reconfirm ~~the~~whether ~~deferred~~we ~~tax~~have ~~assets~~correctly ~~reported~~identified ifall ~~based on the weight~~ of the ~~available~~assets ~~positive~~acquired and ~~negative evidence, it is more likely than not some portion or~~ all of the ~~deferred~~liabilities ~~tax~~assumed ~~assets~~as ~~will~~of ~~not~~the beacquisition ~~realized~~date.

~~F-11~~As part of our accounting for business combinations we are required to estimate the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. We base the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:

~~ASC Topic~~● ~~740.10.30~~The clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected touse be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the ~~reporting periods presented~~asset.

~~Earnings (Loss)~~● ~~Per~~The ~~Share~~expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate.

~~Basic earnings~~● ~~(loss)~~Any ~~per~~legal, ~~share~~regulatory, isor ~~computed~~contractual byprovisions ~~dividing~~that ~~net~~may ~~income~~limit ~~(loss) by~~ the ~~weighted~~useful ~~average number of common shares outstanding for the period~~life. ~~Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding, noted above.~~

~~Accounting for~~● ~~Business~~Our ~~Combinations~~own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions.

~~In accordance~~● ~~with~~The ~~ASC~~effects ~~Topic~~of ~~805~~obsolescence, ~~“Business Combinations~~demand,” ~~when accounting for business combinations we are required to recognize the assets acquired~~competition, ~~liabilities assumed, contractual contingencies, noncontrolling interests~~ and ~~contingent~~other ~~consideration at~~economic ~~their fair value as of the acquisition date~~factors. These items are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the consolidated statements of income since their respective acquisition dates.

● The ~~purchase~~ ~~price~~level ~~allocation~~of ~~process~~maintenance ~~requires~~expenditures ~~management~~required to ~~make~~obtain ~~significant estimates and assumptions with respect to intangible assets, estimated contingent consideration payments and/or pre-acquisition contingencies, all of which ultimately affect~~ the ~~fair value of goodwill established as of the acquisition date. Goodwill acquired in business combinations is assigned to the reporting unit(s)~~ expected tofuture ~~benefit~~cash flows from the ~~combination as of the acquisition date and is then subsequently tested for impairment at least annually~~asset. If the fair value of the net assets acquired exceeds the purchase price consideration, we record a gain on bargain purchase. However, in such a case, before the measurement period closes we perform a reassessment to reconfirm whether we have correctly identified all of the assets acquired and all of the liabilities assumed as of the acquisition date.

~~As part~~If ofno ~~our~~legal, ~~accounting~~regulatory, contractual, ~~for~~competitive, ~~business~~economic, ~~combinations~~or weother ~~are~~factors ~~required~~limit ~~to estimate~~ the useful ~~lives~~life of ~~identifiable~~an intangible ~~assets recognized~~asset ~~separately~~to ~~from~~the ~~goodwill.~~reporting ~~The~~entity, the useful life of anthe ~~intangible~~ asset isshall ~~the~~be ~~period~~considered ~~over~~to ~~which~~be ~~the~~indefinite. ~~asset~~The isterm ~~expected~~indefinite ~~to contribute~~does ~~directly~~not ormean ~~indirectly to~~ the ~~future~~same ~~cash~~as ~~flows~~infinite ofor ~~the acquired business~~indeterminate. The ~~An intangible asset with a finite~~ useful life ~~shall~~of ~~be amortized;~~ an intangible asset ~~with~~is an indefinite ~~useful~~if that life ~~shall~~extends ~~not~~beyond bethe ~~amortized.~~foreseeable Wehorizon—that ~~base~~is, ~~the~~there ~~estimate of the~~is ~~useful~~no ~~life~~foreseeable oflimit ~~an intangible asset~~ on anthe ~~analysis~~period of ~~all~~time ~~pertinent~~over ~~factors,~~which init ~~particular,~~is ~~all~~expected ofto ~~the~~contribute ~~following~~to ~~factors~~the ~~with~~cash ~~no one~~flows ~~factor~~of ~~being more presumptive than~~ the ~~other:~~acquired business.

~~● The expected use of the asset.~~F-12

●Although ~~The~~we ~~expected~~believe ~~useful~~the assumptions ~~life~~and ofestimates ~~another~~we ~~asset~~have ormade ahave ~~group~~been ofreasonable ~~assets~~and toappropriate, ~~which~~they ~~the~~are ~~useful~~based ~~life~~in part on historical experience and information obtained from the management of the ~~intangible~~acquired ~~asset~~entity ~~may~~and ~~relate~~are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to:

● ~~Any~~future ~~legal,~~expected ~~regulatory,~~cash orflows ~~contractual~~from ~~provisions~~sales ~~that~~of ~~may~~products ~~limit~~and ~~the~~services ~~useful~~and ~~life.~~related contracts and agreements;

● ~~Our~~discount ~~own~~and ~~historical~~long-term ~~experience~~growth inrates; ~~renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions.~~and

● ~~The~~the ~~effects~~estimated fair value of ~~obsolescence,~~the ~~demand,~~acquisition-related ~~competition~~contingent consideration, ~~and~~which ~~other~~is ~~economic~~performed ~~factors.~~using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets;

~~F-12~~Recent Accounting Pronouncements

●Intangibles ~~The~~– ~~level~~Goodwill ofand ~~maintenance~~Other ~~expenditures~~(Topic 350): ~~required~~Simplifying ~~to obtain~~ the ~~expected~~Test ~~future~~for ~~cash~~Goodwill ~~flows from the asset.~~Impairment

~~If no~~In ~~legal,~~January ~~regulatory~~2017, ~~contractual,~~the ~~competitive,~~FASB ~~economic,~~issued orASU ~~other~~2017-04 that ~~factors~~simplifies ~~limit~~ the ~~useful~~subsequent ~~life~~measurement of angoodwill ~~intangible~~by ~~asset~~eliminating tothe second step of the goodwill impairment test. Under ~~reporting~~the ~~entity~~new standard, goodwill impairment should be recognized based on the ~~useful~~amount ~~life~~by ofwhich the ~~asset~~carrying ~~shall~~amount beof ~~considered~~a reporting tounit beexceeds ~~indefinite.~~its ~~The~~fair ~~term~~value, ~~indefinite~~but ~~does~~should not ~~mean~~exceed the ~~same as~~total ~~infinite~~amount orof ~~indeterminate.~~goodwill allocated to the reporting unit. The ~~useful~~amendments ~~life~~in ofthis anaccounting ~~intangible~~standard ~~asset~~update isare ~~indefinite~~to ifbe ~~that~~applied ~~life~~prospectively ~~extends~~and ~~beyond~~are ~~the~~effective ~~foreseeable~~for interim or annual ~~horizon—that~~goodwill isimpairment tests in fiscal years beginning after December 15, ~~there~~2019, iswith noearly ~~foreseeable~~adoption ~~limit~~permitted onfor ~~the~~interim ~~period~~or annual ofgoodwill ~~time~~impairment ~~over~~tests ~~which~~performed iton istesting ~~expected~~dates toafter ~~contribute~~January to1, 2017. The Company made the ~~cash~~election to early ~~flows~~adopt ASU 2017-04 as of January 1, 2018 and the ~~acquired~~standard ~~business~~was applied on a prospective basis, as required.

~~Although we~~Compensation—Stock believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to:Compensation

●In ~~future~~May ~~expected~~2017, ~~cash~~the ~~flows~~FASB ~~from~~issued ~~sales~~ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of ~~products~~Modification ~~and~~Accounting,” ~~services~~that ~~and~~provides ~~related~~guidance ~~contracts~~about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new guidance became effective for the Company on January 1, 2018 and ~~agreements;~~was applied on a prospective basis, as required. The adoption of this standard did not have an impact on our consolidated financial statements or the related disclosures.

●Income Statement ~~discount~~– ~~and~~Reporting ~~long-term~~Comprehensive ~~growth rates; and~~Income

●In February 2018, the ~~estimated~~FASB ~~fair~~issued ~~value~~ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” to address stakeholder concerns about the ~~acquisition-related~~guidance ~~contingent~~in current ~~consideration,~~GAAP ~~which~~that isrequires ~~performed~~deferred ~~using~~tax liabilities and assets to be adjusted for the effect of a ~~probability-weighted~~change in tax laws or rates with the effect included in income ~~approach~~from ~~based~~continuing ~~upon~~operations in the ~~forecasted~~reporting ~~achievement~~period that includes the enactment date. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of ~~post-acquisition~~2017 ~~pre~~(the “2017 Act”). The ASU must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 Act is recognized. The Company made the election to early adopt ASU 2018-~~determined~~02 ~~targets;~~as of January 1, 2018, the standard did not have an impact on our consolidated financial statements.

~~Recent Accounting Pronouncements~~Leases

~~Improvements~~In toFebruary ~~Employee~~2016, ~~Share~~the FASB issued ASU 2016-~~Based~~02, “Leases ~~Payment~~(Topic ~~Accounting~~842)” (“ASC 842”) that amends the accounting guidance on leases for both lessees and lessors. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB also subsequently issued amendments to the standard, including providing an additional and optional transition method to adopt the new standard, described below, as well as certain practical expedients related to land easements and lessor accounting. The amendments in this accounting standard update are effective for the Company on January 1, 2019, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2019.

~~In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that amends several aspects of the accounting for share~~F-based payment transactions, including the income tax consequences, classification within the statement of cash flows, and accounting for forfeitures. The amendments in this accounting standard update were effective for periods beginning after December 15, 2016. The provisions of this accounting standard update did not have an impact on our consolidated financial statements.13

~~Simplifying~~The accounting standard update originally required the ~~Goodwill~~use ~~Impairment~~of ~~Test~~a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with the option to elect certain practical expedients. A subsequent amendment to the standard provides an additional and optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with ASC Topic 840 if the optional transition method is elected. The Company plans to adopt the standard using the optional transition method with no restatement of comparative periods and a cumulative effect adjustment, if any, recognized as of the date of adoption. The Company does not expect that this standard to have a material effect on its consolidated financial statements due to the recognition of new ROU assets and lease liabilities for lessee activities.

InAs ~~January~~part ~~2017~~of the implementation process, the ~~FASB~~Company ~~issued~~assessed anits ~~accounting~~lease ~~standard~~arrangements ~~update~~and ~~that~~evaluated ~~simplifies~~practical ~~the~~expedient ~~subsequent~~and ~~measurement~~accounting policy ofelections ~~goodwill~~to bymeet ~~eliminating~~ the ~~second~~reporting ~~step~~requirements of this standard. The Company has also evaluated the ~~goodwill~~changes ~~impairment~~in ~~test.~~controls ~~Under~~and processes that are necessary to implement the new standard, ~~goodwill~~and ~~impairment~~no ~~should~~material bechanges ~~recognized~~were ~~based~~required. onThe ~~the~~new standard provides a ~~amount~~number byof optional practical expedients in transition. The Company expects to elect the ‘package of practical expedients’ which permits us not to reassess under the ~~carrying~~new ~~amount~~standard ofthe aprior ~~reporting~~conclusions ~~unit~~about ~~exceeds~~lease ~~its~~identification, ~~fair~~lease ~~value~~classification, and ~~but~~initial ~~should~~direct costs. The Company does not ~~exceed~~expect ~~the~~to ~~total~~elect ~~amount~~the use-of-hindsight ~~goodwill allocated~~or the practical expedient pertaining to land easements; the ~~reporting~~latter ~~unit~~not being applicable to the Company. ~~The~~Consequently, ~~amendments~~on inadoption, ~~this~~the ~~accounting~~Company ~~standard~~expected ~~update~~to ~~are~~recognize additional operating liabilities ranging from $100,000 to be$200,000, ~~applied~~with ~~prospectively~~corresponding ~~and~~ROU assets ~~are~~of ~~effective~~approximately the same amount based ~~for~~on ~~interim~~the orpresent ~~annual~~value ~~goodwill~~of ~~impairment~~the ~~tests~~remaining inminimum ~~fiscal~~rental ~~years~~payments ~~beginning~~under ~~after~~current ~~December~~leasing 15standards for existing operating leases. On July 29, 2019, ~~with~~the ~~early~~Company ~~adoption~~terminated ~~permitted for~~its ~~interim~~Arkansas orlease ~~annual~~effect ~~goodwill~~October ~~impairment~~31, ~~tests~~2019 ~~performed~~in onaccordance ~~testing~~with ~~dates~~Section ~~after~~8 ~~January~~of 1,their ~~2017~~First Amendment. On ~~The~~October ~~provisions~~6, of2019, ~~this~~the ~~accounting~~Company entered into ~~standard~~a ~~update~~new ~~did~~one-year ~~not~~lease ~~have~~in anArkansas ~~impact~~beginning on ~~our~~November ~~consolidated~~1, ~~financial~~2019 ~~statements~~with monthly rent in the amount of $1,210 per month.

FThe new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-13term lease recognition exemption for all leases that qualify. As a result, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, including for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for the majority of its leases as both lessee and lessor.

~~Classification~~NOTE of3 ~~Certain~~– ~~Cash Receipts and Cash Payments~~Acquisitions

InHealth-Right ~~August 2016~~Discoveries, ~~the~~Inc. ~~FASB~~modified ~~issued~~its anbusiness ~~accounting~~plan ~~standard~~from ~~update~~building a ~~that~~platform ~~provides~~of ~~classification~~products ~~guidance~~in onthe nutraceutical ~~eight~~and ~~specific~~dietary ~~cash flow issues,~~supplement ~~for~~space ~~which~~to ~~guidance~~seeking ~~previously~~acquisitions ~~did~~in ~~not~~the ~~exist~~healthcare orfield. ~~was~~HRD ~~unclear.~~identified ~~The~~two ~~amendments~~target incompanies ~~this~~for ~~accounting~~sale ~~standard~~that ~~update~~fit ~~are~~their ~~effective~~plan ~~for~~going ~~periods~~forward ~~beginning~~of ~~after~~acquiring ~~December~~small, 15profitable, ~~2017.~~privately ~~Early~~held ~~adoption~~companies isin ~~permitted~~the ~~for~~healthcare ~~any~~space ~~entity~~that ingenerate ~~any~~at ~~interim~~least or$5 ~~annual~~million ~~period. The provisions~~in ofrevenue ~~this~~and ~~accounting~~$1 ~~standard~~million ~~update~~in ~~will not have a material impact on our statements of cash flows~~EBITDA.

~~Compensation—Stock~~On ~~Compensation~~September 29, 2017, the Company closed a securities purchase agreement with CCI and SCLLC to purchase 100% of their outstanding interests for $6.1 million plus 1,751,580 shares of its common stock. The $6.1 million purchase price consists of $3.6 million cash and a $2.5 million 5-year non-interest bearing note, payable at $500,000 per year. Interest on the non-interest bearing note has been imputed using 12.75% interest rate (see Note 5).

In ~~May~~accordance ~~2017,~~with the ~~FASB~~acquisition ~~issued~~method ~~ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope~~ of ~~Modification Accounting~~accounting,~~” that~~ ~~provides~~the ~~guidance~~Company ~~about~~allocated ~~which changes to~~ the ~~terms~~consideration ~~or conditions of a share-based payment award require an entity~~ to ~~apply modification accounting. The new guidance became effective for~~ the ~~Company~~net ontangible ~~January 1, 2018~~ and ~~was applied on a prospective~~identifiable ~~basis,~~intangible asassets ~~required.~~based ~~The~~on ~~adoption~~their ofestimated ~~this~~fair ~~standard~~values ~~did~~which ~~not~~were ~~have~~determined by an ~~impact~~independent onvaluation ~~the~~performed ~~consolidated~~by ~~financial~~a ~~statements or the related~~third ~~disclosures~~party.

~~Income Statement – Reporting Comprehensive Income~~F-14

InGoodwill ~~February~~represents ~~2018,~~ the ~~FASB~~excess ~~issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification~~ of ~~Certain Tax Effects from Accumulated Other Comprehensive Income” to address stakeholder concerns about~~ the ~~guidance~~purchase ~~in current~~price ~~GAAP~~over ~~that requires deferred tax liabilities and assets to be adjusted for~~ the ~~effect~~fair value of ~~a change in tax laws or rates with~~ the ~~effect~~underlying ~~included~~net intangible income from continuing operations in the reporting period that includes the enactment date. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and ~~Jobs~~identifiable ~~Act~~intangible ~~of 2017 (the “2017 Act”)~~assets. The ASU must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 Act is recognized. The Company made the election to early adopt ASU 2018-02 as of January 1, 2018, the standard did not have an impact our consolidated financial statements.

~~Intangibles~~The –following ~~Goodwill~~table ~~and~~presents ~~Other~~the –consideration ~~Internal-Use~~of ~~Software~~net assets purchased:

In September 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” which requires cloud computing arrangements in a service contact to follow the internal-use software guidance provided by ASC 350-40 in determining the accounting treatment of implementation costs. ASC 350-40 states that only qualifying costs incurred during the application development stage may be capitalized. The Company made the election to early adopt ASU 2018-15 on a retrospective basis, and the standard did not have an impact our consolidated financial statements.

Cash	$	3,600,000
1,751,580 shares of common stock issued		175,158
Note payable		2,500,000
Imputed interest		(763,558	)
Total Purchase Price	$	5,511,600

~~F-14~~The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, September 29, 2017, based upon an appraisal from a third party. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed.

Leases

Cash	$	81,359
Current assets		759,710
Other non-current assets		11,167
Intangible assets		4,313,000
Goodwill		3,313,226
Current liabilities		(1,343,880	)
Deferred tax liability		(1,622,982	)
Net assets acquired	$	5,511,600

InAcquisition ~~February~~costs ~~2016,~~of ~~the FASB issued ASU 2016-02~~$410, ~~“Leases~~000 ~~(Topic~~were ~~842)”~~incurred ~~(“ASC~~and ~~842”)~~expensed ~~that amends the accounting guidance on leases~~ for ~~both lessees and lessors. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on~~ the ~~balance~~year ~~sheet~~December ~~for~~31, ~~all leases with terms longer than 12 months~~2017. ~~Leases will~~As bepart ~~classified as either finance or operating, with classification affecting the pattern~~ of ~~expense recognition in~~ the ~~income statement.~~acquisition ~~The FASB also subsequently issued amendments to~~ the ~~standard,~~company ~~including providing an additional and optional transition~~recognized ~~method~~deferred totax ~~adopt~~liabilities ~~the~~of ~~new standard~~$1, ~~described below~~622,982 ~~as well as certain practical expedients~~ related to ~~land~~the ~~easements~~unamortized ~~and~~identifiable ~~lessor accounting.~~intangible ~~The~~assets ~~amendments~~acquired in ~~this accounting standard update are effective for~~ the ~~Company~~amount onof ~~January 1~~$4, ~~2019~~313,000 using ~~with~~a ~~early~~blended ~~adoption permitted~~37.63% ~~The~~tax ~~Company will adopt this accounting standard update effective January 1, 2019~~rate.

~~The~~NOTE ~~accounting~~4 ~~standard~~– update originally required the use of a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with the option to elect certain practical expedients. A subsequent amendment to the standard provides an additional and optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with ASC Topic 840 if the optional transition method is elected. The Company plans to adopt the standard using the optional transition method with no restatement of comparative periods and a cumulative effect adjustment, if any, recognized as of the date of adoption. The Company does not expect that this standard to have a material effect on its consolidated financial statements due to the recognition of new ROU assets and lease liabilities for lessee activities.Leases

AsAdoption ~~part~~ of ~~the~~ASC ~~implementation~~Topic ~~process~~842, the Company assessed its lease arrangements and evaluated practical expedient and accounting policy elections to meet the reporting requirements of this standard. The Company has also evaluated the changes in controls and processes that are necessary to implement the new standard, and no material changes were required. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the ‘package of practical expedients’ which permits us not to reassess under the new standard the prior conclusions about lease identification, lease classification, and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. Consequently, on adoption, the Company expects to recognize additional operating liabilities ranging from $0.1 million to $0.2 million, with corresponding ROU assets of approximately the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.Leases

~~The~~On ~~new~~January ~~standard~~1, ~~also~~2019, ~~provides~~the ~~practical~~Company ~~expedients~~adopted ~~for~~ASC an842, Leases, ~~entity’s~~using ~~ongoing~~a ~~accounting.~~modified ~~The~~retrospective ~~Company~~method ~~currently~~applied ~~expects~~ to ~~elect~~all contracts ~~the~~as ~~short-term~~of ~~lease~~January ~~recognition~~1, ~~exemption for all leases that qualify~~2019. ~~As a result~~Therefore, for ~~those~~reporting ~~leases~~periods ~~that~~beginning ~~qualify,~~after ~~the~~December ~~Company will~~31, ~~not recognize ROU assets or lease liabilities~~2018, ~~including~~the ~~for~~financial ~~existing~~statements ~~short-term~~are ~~leases of those assets~~ prepared in ~~transition.~~accordance ~~The Company~~with ~~also~~the ~~currently~~current ~~expects~~lease tostandard ~~elect~~and the ~~practical~~financial ~~expedient~~statements tofor ~~not~~all ~~separate~~periods ~~lease~~prior ~~and~~to ~~non-lease~~January ~~components~~1, ~~for~~2019 ~~the~~are ~~majority~~presented ofunder ~~its~~the ~~leases~~previous aslease ~~both~~standard ~~lessee~~("ASC ~~and lessor~~840").

~~NOTE~~The 3Company –determines ~~Acquisitions~~if an arrangement is a lease, or contains a lease, when a contract is signed. The Company determines if a lease is an operating or financing lease and records a lease asset and a lease liability upon lease commencement,

~~Health-Right~~The ~~Discoveries,~~Company ~~Inc.~~has ~~modified~~operating ~~its~~leases ~~business~~for ~~plan~~office ~~from~~space ~~building a~~in ~~platform~~Arkansas ofand ~~products~~South inCarolina. ~~the nutraceutical~~The ~~and~~Company ~~dietary~~has ~~supplement space~~no tofinance ~~seeking~~leases ~~acquisitions~~as inof ~~the~~December 31, ~~healthcare field~~2019. ~~HRD~~For ~~identified~~office ~~two~~space, ~~target~~the ~~companies~~Company ~~for~~has ~~sale~~elected ~~that~~to ~~fit~~combine ~~their~~the ~~plan~~fixed ~~going forward~~payments ofto ~~acquiring~~lease ~~small,~~the ~~profitable,~~asset ~~privately~~and ~~held~~any ~~companies~~fixed innon-lease ~~the~~payments (such ~~healthcare~~as ~~space~~maintenance ~~that~~or ~~generate~~utility atcharges) ~~least~~when $5calculating ~~million~~the ~~in revenue~~lease asset and $1lease ~~million in EBITDA~~liability.

OnThe ~~September~~Company ~~29,~~recognizes ~~2017,~~lease ~~the~~expense ~~Company~~on ~~closed~~ a ~~securities~~straight-line ~~purchase~~basis ~~agreement~~over ~~with~~the ~~CCI~~lease ~~and~~term. EZCertain toof ~~purchase~~our ~~100%~~lease ofagreements ~~their~~include ~~outstanding~~rent ~~interests~~payments which are adjusted periodically for $6inflation.1 ~~million~~Any ~~plus~~change ~~1,751,580~~in ~~shares~~payments ofdue ~~its~~to ~~common~~changes ~~stock.~~in ~~The~~inflation ~~$6.1~~rates ~~million~~are ~~purchase~~recognized ~~price~~as ~~consists~~variable lease ofexpense ~~$3.6~~as ~~million~~they ~~cash~~are ~~and a $2~~incurred.5 ~~million~~Variable ~~5-year~~lease ~~non-interest~~expense ~~bearing~~also ~~note,~~includes ~~payable~~costs atfor ~~$500~~property taxes,~~000~~ ~~per~~insurance ~~year.~~and ~~Interest~~services onprovided by the ~~non-interest~~lessor ~~bearing~~which ~~note~~are ~~has~~charged ~~been imputed~~based ~~using~~on ~~12.75%~~usage ~~interest~~or ~~rate (see Note 4)~~performance.

FSome leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to 2 years. The exercise of renewal options for office space and data centers is at the Company’s discretion and are included if they are reasonably certain to be exercised. As of December 31, 2019, the Company’s weighted-15average remaining lease term for all leases was approximately 2.83 years.

In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party.F-15

~~Goodwill~~On ~~represents~~July 29, 2019, the ~~excess~~Company terminated its Arkansas lease effect October 31, 2019 in accordance with Section 8 of ~~the~~their ~~purchase~~First ~~price~~Amendment. On ~~over~~October 6, 2019, the ~~fair~~Company ~~value~~entered ofinto a new one year lease in Arkansas beginning on November 1, 2019 with monthly rent in the ~~underlying~~amount ~~net~~of ~~tangible~~$1,210 ~~and~~per ~~identifiable~~month. ~~intangible~~The Company ~~assets~~has a lease in Florida with a monthly rent of $80.

When the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as its discount rate to determine the present value of its lease payments. The incremental borrowing rates approximate the rate the Company would pay ~~following~~to ~~table~~borrow ~~presents~~in the ~~consideration~~currency of ~~net~~the ~~assets~~lease ~~purchased:~~payments on a collateralized basis for the weighted-average life of the lease. As of December 31, 2019, the Company’s weighted-average discount rate was approximately 5.0%.

Cash	$	3,600,000
1,751,580 shares of common stock issued		175,158
Note payable		2,500,000
Imputed interest		(763,558	)
Total Purchase Price	$	5,511,600

The Company recognized the following related to leases in its Consolidated Balance Sheet at December 31, 2019.

The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, September 29, 2017, based upon an appraisal from a third party. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed.

Leases	Classification in Consolidated Balance Sheet	December 31, 2019
Operating lease assets	Right of use asset	$	25,001
Lease Liabilities:
Current capital lease liabilities	Right of use liability	$	8,040
Long-term capital lease liabilities	Right of use liability		16,784
Total capital lease liabilities		$	24,824

Cash	$	81,359
Current assets		759,710
Other non-current assets		11,167
Intangible assets		4,313,000
Goodwill		3,313,226
Current liabilities		(1,343,880	)
Deferred tax liability		(1,622,982	)
Net assets acquired	$	5,511,600

As of December 31, 2019, the operating lease liabilities will mature over the following periods:

Acquisition costs of $410,000 were incurred and expensed for the year December 31, 2017. As part of the acquisition the company recognized deferred tax liabilities of $1,622,982 related to the unamortized identifiable intangible assets acquired in the amount of $4,313,000 using a blended 37.63% tax rate.

2020	$	9,100
2021		9,600
2022		8,000

Total remaining lease payments	$	26,700
Less: Imputed interest		(1,876	)
Total capital lease liabilities	$	24,824

~~The~~At ~~following table provides unaudited pro forma results of operations for the year ended~~ December 31, ~~2017~~2018, asfuture ifminimum ~~the~~lease ~~acquisitions had~~payments ~~been~~for ~~consummated~~operating asleases ofhaving ~~the~~an ~~beginning~~initial ofterm ~~that period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes~~ in ~~depreciation~~excess ~~and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects~~ of ~~the~~one ~~planned~~year ~~integration~~under ofASC ~~the companies.~~840 ~~Accordingly,~~were ~~such~~as ~~amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future.~~follows:

	(Unaudited) Pro Forma Results Year Ended December 31, 2017
2019	$	65,444
Revenues	$	7,049,331
2020		67,238
Income before income taxes	$	1,271,645
2021		59,253
Basic and fully diluted earnings (loss) per share	$	0.07
2022		9,600
2023		1,600
Thereafter		—
Total minimum lease payments	$	203,135

~~F-16~~The Company recognized the following related to operating leases in its Consolidated Statement of Operations:

NOTE 4 – Intangible Assets

		Year Ended
	Classification in	December 31,
Leases	Consolidated Statement of Operations	2019
Lease expense	General and administrative and Information technology	$	53,321
Total lease expense		$	53,321

Amortizing	Estimates	Gross
Intangible Assets	Useful Life	Carrying Amount
Customer Lists	10 years	$	2,653,000
Tradenames	15 years		377,000
IP Technologies	10 years		819,000
Non-compete	5 years		464,000
			4,313,000
Less: Accumulated Amortization			(581,416	)
		$	3,731,584

F-16

~~The~~Supplemental ~~amortization~~cash ~~expense~~flow information related to ~~the~~capital ~~intangible~~leases ~~assets~~are ~~was $465,133 and $116,283~~ as ~~of December 31, 2018 and 2017, respectively.~~follows:

The valuation of the assets acquired and liabilities assumed in connection with this acquisition was based on fair values at the acquisition date. The assets purchased and liabilities assumed for these acquisitions have been reflected in the accompanying consolidated balance sheets.

	Year Ended December 31,
Leases	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from capital leases	$	53,321
Right-of-use assets obtained in exchange for lease obligations:
Capital Leases	$	—

~~NOTE~~"Operating 5lease –amortization" ~~Notes~~presented ~~payable~~in the operating activities section of the Consolidated Statement of Cash Flows reflects the portion of the capital lease expense that amortized the capital lease asset.

~~The~~NOTE ~~Company obtained a secured convertible note with a lender for $~~5 ~~million,~~– ~~interest~~Intangible isAssets payable monthly, at 12.75% per annum, the note matures on September 29, 2020. The note can be converted at any time in whole or in part at $0.44 per share. In addition, the lender received 3,584,279 shares of common stock valued at $0.10 per share along with a 2% original issue discount. The total amount of the discount is $493,345. The Company had incurred $34,917 in loan costs. Both the discount and loan costs are presented as a discount to the note payable. The Company recorded $150,000 of payment-in-kind interest which was added to the note as of December 31, 2018.

The Company, as part of consideration for the purchase of CCI and Script, issued a $2.5 million promissory note to the seller. The note is non-interest bearing with five annual payments of $500,000 (subject to adjustment to $377,400 if the business of CCI and EZ does not meet certain financial targets in 2017 and 2018) and matures on September 30, 2022. Interest has been imputed at 12.75% per annum. The note is in default as of September 30, 2018, due to the Company not making the required principal payment as a result of dispute between the Company and the seller which currently the subject of litigation. See Note 11.

Amortizing Intangible Assets	Estimates Useful Life		Gross Carrying Amount December 31, 2019			Gross Carrying Amount December 31, 2018

Customer Lists		8/10 years	$	1,326,500		$	2,653,000
Tradenames		15 years		377,000			377,000
IP Technologies		10 years		819,000			819,000
Non-compete		5 years		464,000			464,000
				2,986,500			4,313,000
Less: Accumulated Amortization				(756,378	)		(581,416	)

			$	2,230,122		$	3,731,584

The ~~Company~~amortization ~~has~~expense ~~expensed~~related to the ~~unamortized~~intangible ~~discount~~assets ofwas $~~470~~440,~~054~~261 and ~~has accrued default interest for three months in the amount of~~ $~~107~~465,~~123 (17%~~133 ~~per~~as ~~annum).~~of ~~Upon~~December ~~each annual payment date (each~~31, a2019 ~~“Due~~and ~~Date”)~~2018, ~~the holder may elect to convert the annual~~respectively. ~~installment~~During of the ~~principal~~third ~~amount~~quarter ~~due~~2019, ~~into~~the ~~shares~~Company ofreviewed ~~common~~its ~~stock~~customer atlists aand ~~conversion~~impaired ~~price~~approximately ~~equal to~~ 50% of ~~“fair~~its ~~market~~ value,” ~~which~~or is defined as the average closing price for the shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $~~2.00 per share~~1, ~~subject to adjustment for stock splits~~061, ~~stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2~~200.~~00 per share, the installment payable upon such Due Date may not be converted into shares without written agreement between the Company and the seller.~~

~~F-17~~The valuation of the assets acquired and liabilities assumed in connection with this acquisition was based on fair values at the acquisition date. The assets purchased and liabilities assumed for these acquisitions have been reflected in the accompanying consolidated balance sheets.

	December 31,
	2018			2017
Note payable – monthly interest, 12.75% per annum, matures on September 29, 2020	$	5,150,000		$	5,000,000
Less discounts		(287,785	)		(452,233	)
Note payable – monthly interest, 12.75% per annum, matures on September 30, 2022		2,500,000			2,500,000
Less discounts		—			(704,858	)
Subtotal		7,362,215			6,342,909
Less: current portion, net of discount $0 and $399,252		2,500,000			265,196
Long- term portion	$	4,862,215		$	6,077,713

NOTE 6 – Notes payable

~~Principal~~The ~~payments~~Company obtained a secured convertible note with a lender for $5 million, interest is payable monthly, at 12.75% per annum, the note matures on September 29, 2020. The note can be converted at any time in whole or in part at $0.44 per share. In addition, the ~~above~~lender ~~notes~~received ~~mature~~3,584,279 shares of common stock valued at $0.10 per share along with a 2% original issue discount. The total amount of the discount is $493,345. The Company had incurred $34,917 in loan costs. Both the discount and loan costs are presented as ~~follows:~~a discount to the note payable. The Company recorded $154,500 and $150,000 of payment-in-kind interest which was added to the note as of December 31, 2019 and 2018, respectively. The note is collateralized by substantially all the assets of the Company.

Year ending December 31:
2019	$	2,500,000
2020		5,150,000
2021		—
2022		—
2023		—
Thereafter	$	7,650,000

The Company, as part of consideration for the purchase of CCI and SCLLC, issued a $2.5 million promissory note to the seller. The note is non-interest bearing with five annual payments of $500,000 (subject to adjustment to $377,400 if the business of CCI and SCLLC does not meet certain financial targets in 2017 and 2018) and matures on September 30, 2022. Interest has been imputed at 12.75% per annum. The note is in default as of September 30, 2018 due to the Company not making the required principal payment (see Note 12).

~~NOTE 6 – Related Party~~F-17

~~Since~~The ~~inception,~~Company has expensed the ~~Company~~unamortized discount of $470,054 and has ~~relied~~accrued indefault ~~large~~interest ~~part~~for onthe ~~loans~~years ~~from~~ended ~~James~~December ~~Pande~~31, 2019 and ~~David~~2018 ~~Hopkins~~in the amount of $425,000 ~~its~~and $107,123 (17% per annum), respectively. Upon each annual payment date (each, a “Due Date”), the holder may elect to convert the annual installment of the principal ~~shareholders~~amount due into shares of common stock at a conversion price equal to 50% of “fair market value,” which is defined as the average closing price for the shares on the principal market on which they are traded during the thirty (30) trading days prior to ~~fund~~the applicable Due Date, provided, ~~its~~further, ~~operations~~that (a) the conversion price shall not be lower than $2.00 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per share, the installment payable upon such Due Date may not be converted into shares without written agreement between the Company and the seller.

Mr. Pande and Mr. Hopkins advanced money to help fund the Company’s operations. Interest rates ranged from 2.9% - 7.5%, per annum. The balance due as of December 31, 2018 and 2017 was $0, respectively. The related party loan balance of $33,512 as of December 31, 2017 represented reimbursed expenses owed to shareholder.

	December 31,
	2019			2018

Note payable – monthly interest, 12.75% per annum, matures on September 29, 2020	$	5,304,500		$	5,150,000
Less discounts		(123,336	)		(287,785	)
Note payable – monthly interest, 12.75% per annum, matures on September 30, 2022 (The loan is currently in default and currently payable.)		2,500,000			2,500,000
Less discounts		—			—
Subtotal		7,681,164			7,362,215
Less: current portion		7,681,164			2,500,000
Long- term portion	$	—		$	4,862,215

AsPrincipal ofpayments ~~December~~on ~~31, 2018 and 2017,~~ the ~~Company~~above ~~has~~notes ~~unpaid~~mature ~~and~~as ~~accrued salary to its President in the amount of $50,000 and $182,000, respectively.~~follows:

On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of the Company. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as defined) of $3,500,000 for any calendar year during the initial term and any renewal term.

Year ending December 31:
	2020	$	8,334,508
	2021		—
	2022		—
	2023		—
	2024		—
	Thereafter	$	8,334,508

~~The~~NOTE ~~employment~~7 ~~agreement~~– ~~provides~~Related for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term, HRD achieves Adjusted EBITDA of $3,500,000, Mr. Hopkins’ annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.Party

InAs ~~addition~~of toDecember ~~the foregoing~~31, ~~pursuant~~2019 toand ~~the employment agreement~~2018, ~~Mr.~~the ~~Hopkins~~Company ~~was~~has ~~granted~~unpaid anand ~~option~~accrued salary to ~~purchase~~its ~~525,000~~President ~~shares of~~in ~~HRD common stock under~~ the ~~Company’s~~amount ~~2015 Stock Incentive Plan at an exercise price~~ of $0~~.35~~ ~~per~~and ~~share. The option vests in six equal semi-annual installments commencing June 30~~$50, ~~2018~~000, ~~expires ten (10) years from the date of grant and is otherwise subject to the terms of the Incentive Plan~~respectively.

~~NOTE~~On 7January –10, ~~Stockholders’~~2018, ~~Equity~~the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of the Company. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as defined) of $3,500,000 for any calendar year during the initial term and any renewal term.

The ~~Company~~employment ~~has~~agreement ~~authorized~~provides ~~100~~for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term,~~000~~ ~~shares~~HRD ofachieves ~~common~~Adjusted ~~stock~~EBITDA of $3,500,000, Mr.~~001~~ ~~par~~Hopkins’ ~~value~~annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA of $5,000,000, ~~shares~~his ofannual ~~preferred~~base ~~stock~~salary shall automatically increase to $325,000.~~001~~ ~~par~~Mr. ~~value~~Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.

F-18

OnIn ~~September~~addition ~~29,~~to ~~2017~~the foregoing, pursuant to the ~~Company~~employment ~~issued~~agreement, 1Mr. Hopkins was granted an option to purchase 525,~~751,580~~000 shares of HRD common stock ~~for~~under the ~~purchase~~Company’s of2015 ~~CCI~~Stock ~~and~~Incentive EZPlan ~~(see~~at ~~Note~~an 3)exercise price of $0.35 ~~Also,~~per onshare. The option vests ~~September~~in ~~29,~~six ~~2017,~~equal ~~the~~semi-annual ~~Company~~installments ~~issued~~commencing 3June 30,~~584~~ 2018,~~279~~ ~~shares~~expires often ~~its~~(10) ~~common~~years ~~stock~~from inthe ~~connection~~date ~~with~~of ~~its~~grant $5and ~~million~~is ~~note~~otherwise subject ~~(see~~to ~~Note~~the 5)terms of the Incentive Plan.

~~NOTE~~In 8consideration –for ~~2015~~David ~~Incentive~~Hopkins, ~~Stock~~the ~~Plan~~Company’s Chief Executive Officer and President, assuming the additional duties of President of the Company’s two subsidiaries, CCI and SCLLC, on May 31, 2019, the Company entered into an amended and restated employment agreement with Mr. Hopkins, effective as of April 15, 2019 (the “Effective Date”), which superseded the January 2018 employment agreement between the Company and Mr. Hopkins. The amended and restated employment agreement is for an initial term of three (3) years from the Effective Date and automatically renews for additional three (3) year periods, provided that the subsidiaries achieve combined Adjusted EBITDA (as determined by the Company’s accountants from the subsidiaries’ financial statements used in preparing the Company’s audited consolidated financial statements) of $3,000,000 for any calendar year during the initial term and any renewal term.

~~Our~~The ~~2015~~amended ~~Incentive~~and ~~Stock~~restated ~~Plan~~employment ~~(the~~agreement ~~“Incentive Plan”)~~ provides for ~~equity~~an ~~incentives~~initial tobase besalary ~~granted~~of ~~to our employees~~$250, ~~executive officers or directors or to key advisers or consultants~~000. ~~Equity~~In ~~incentives~~the ~~may~~event be in ~~the~~any ~~form~~calendar year ofduring ~~stock~~the ~~options~~initial ~~with an~~term ~~exercise~~or ~~price~~any ~~not~~renewal ~~less~~term, ~~than~~ the ~~fair~~Subsidiaries ~~market~~achieve ~~value~~combined ofAdjusted ~~the~~EBITDA ~~underlying shares~~ (as determined ~~pursuant to~~ by the ~~Incentive~~Company’s ~~Plan,~~accountants ~~restricted stock~~from ~~awards,~~the ~~other~~subsidiaries’ ~~stock~~financial ~~based~~statements ~~awards,~~used orin ~~any~~preparing ~~combination of~~ the ~~foregoing.~~Company’s audited ~~The~~consolidated ~~Incentive~~financial ~~Plan~~statements) ~~is administered by the board~~ of ~~directors.~~ $3,000,000, ~~shares~~Mr. ofHopkins’ ~~our~~annual ~~common~~base ~~stock~~salary ~~are~~shall ~~reserved~~automatically ~~for~~increase to ~~issuance~~$300,000 ~~pursuant~~and toin the ~~exercise~~event ofin ~~awards~~any ~~under~~calendar ~~the~~year ~~Incentive Plan.~~during ~~The~~the ~~number~~initial ofterm ~~shares~~or soany ~~reserved~~renewal ~~automatically~~term, ~~adjusts~~the ~~upward~~subsidiaries onachieve combined ~~January~~Adjusted 1EBITDA of(as ~~each~~determined ~~year,~~by ~~so that~~ the ~~number~~Company’s ofaccountants ~~shares~~from ~~covered by~~ the ~~Incentive~~subsidiaries’ ~~Plan~~financial isstatements used ~~equal~~in topreparing ~~15%~~the ofCompany’s ~~our~~audited ~~issued~~consolidated ~~and~~financial ~~outstanding~~statements) ~~common~~of ~~stock.~~$3,500,000, Ashis ofannual ~~December~~base ~~31,~~salary ~~2018,~~shall automatically ~~options~~increase to ~~purchase 1~~$350,~~087,500~~000. ~~shares~~Mr. atHopkins anwill ~~exercise~~also ~~price~~receive ofa $~~0.35~~600 per ~~share~~month ~~have~~car ~~been~~allowance ~~granted~~while ~~and~~the ~~are~~amended ~~outstanding~~and restated ~~under~~employment ~~the~~agreement ~~Incentive~~is ~~Plan~~in effect.

~~NOTE~~The 9Company –has ~~Income~~a ~~Taxes~~secured convertible note with a lender for $5 million (See Note 6).

~~Income~~NOTE ~~tax~~8 ~~(provision)~~– ~~benefit~~Stockholders’ for the year ended December 31, 2018 and 2017 was ($68,669) and $642,770, respectively. The effective tax rates for the year ended December 31, 2018 and 2017 were 27% and 38.5%, respectively. The 2018 tax rate reflects the enactment of the Tax Cuts and Jobs Act of 2017 (the “Act”) which made significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017.Deficit

AsThe ~~of December 31, 2018, the~~ Company has ~~approximately~~authorized ~~$488~~100,000,000 shares of ~~federal~~common ~~and~~stock ~~state~~$.001 ~~net~~par ~~operating~~value ~~loss~~and ~~carryovers~~5,000,000 ~~(“NOLs”) which~~shares ~~begin~~of topreferred ~~expire~~stock in$.001 ~~2031~~par value.

InNOTE ~~assessing~~9 ~~the~~– ~~realization~~2015 ofIncentive ~~deferred~~Stock tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.Plan

~~The~~Our ~~Company~~2015 ~~files~~Incentive UStock Plan (the “Incentive Plan”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants.S. ~~federal~~Equity ~~and~~incentives ~~state~~may be in the form of ~~Florida~~stock ~~and~~options ~~Arkansas~~with an ~~tax~~exercise ~~returns~~price ~~that~~not ~~are~~less ~~subject~~than the fair market value of the underlying shares as determined pursuant to ~~audit~~the Incentive Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The Incentive Plan is administered by ~~tax~~the ~~authorities~~board ~~beginning~~of ~~with~~directors. 3,000,000 shares of our common stock are reserved for issuance pursuant to the ~~year~~exercise ~~ended~~of ~~December~~awards ~~31,~~under ~~2013~~the Incentive Plan. The ~~Company’s~~number ~~policy~~of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the Incentive Plan is equal to ~~classify~~15% ~~assessments~~of our issued and outstanding common stock. As of December 31, if2019, ~~any~~options to purchase 1,087,500 ~~for~~shares ~~tax~~at ~~and~~an ~~related~~exercise ~~interest~~ price of $0.35 per share have been granted and ~~penalties~~are asoutstanding ~~tax~~under ~~expense~~the Incentive Plan.

~~The~~NOTE ~~components~~10 of– ~~income~~Income ~~before income taxes and the effect of adjustments to tax computed at the federal statutory rate for the years ended December 31, 2018 and 2017 were as follows:~~Taxes

	2018			2017
Income (loss) before income taxes	$	(598,325	)	$	(208,587	)
Computed tax at federal statutory rate of 34%	$	(203,403	)	$	(70,920	)
State taxes at 6%, net of federal benefit		(28,361	)		(7,571	)
Rate change		77,782			(385,913	)
Other state taxes		172,114			—
Timing differences		56,833			—
Adjustment to valuation allowance		—			(178,366	)
Other items, net		(6,269	)		—
Provision (benefit) from income taxes	$	68,669		$	(642,770	)

Income tax (provision) benefit for the year ended December 31, 2019 and 2018 was $540,246 and ($68,669), respectively. The effective tax rates for the periods were 27%, respectively. The 2018 tax rate reflects the enactment of the Tax Cuts and Jobs Act of 2017 (the “Act”) which made significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017.

~~F-19~~As of December 31, 2019, the Company has approximately $878,000 of federal and state net operating loss carryovers (“NOLs”) which carry forward indefinitely.

~~The provision (benefit) from income taxes in the consolidated statements of operations consists of the following:~~F-19

Year ended December 31,	2018			2017
Current:
Federal	$	—		$	—
State	143,753			—
Deferred:
Federal	$	(58,399	)	$	(361,203	)
State		(16,685	)		(103,201	)
		68,669			(464,404	)
Adjustment to valuation allowance		—			(178,366	)
Provision (benefit) from income taxes	$	68,669		$	(642,770	)

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

AsThe Company files U.S. federal and state of Florida and Arkansas tax returns that are subject to audit by tax authorities beginning with the year ended December 31, ~~2018~~2013. ~~and~~The ~~2017,~~Company’s ~~the~~policy ~~components~~is ofto ~~the~~classify ~~deferred~~assessments, ~~tax~~if ~~assets~~any, for tax and ~~liabilities~~related ~~are~~interest and penalties as ~~follows:~~tax expense.

	As of December 31,
	2018 Deferred tax			2017 Deferred tax
		Assets (Liabilities)			Assets (Liabilities)
Net operating loss carry forward	$	102,400		$	152,902
Intangible assets		(1,007,528	)		(1,133,114	)
Valuation allowance		—			—
Totals	$	(905,128	)	$	(980,212	)

The components of income before income taxes and the effect of adjustments to tax computed at the federal statutory rate for the years ended December 31, 2019 and 2018 were as follows:

NOTE 10 – Business Segment Information

	2019			2018
Income (loss) before income taxes	$	(2,000,910	)	$	(598,325	)
Computed tax at federal statutory rate of 21%	$	(420,191	)	$	(125,621	)
State taxes at 6%, net of federal benefit		(94,844	)		(28,361	)
Other state taxes		(25,211	)		172,114
Timing differences		—			56,833
Adjustment to valuation allowance		—			—
Other items, net		—			(6,269	)
Provision (benefit) from income taxes	$	(540,246)		$	68,669

The ~~Company~~provision ~~has two reportable segments~~ (~~billing services and OTC and prescription medication~~benefit) ~~supported~~from byincome ataxes ~~corporate~~in ~~group~~the ~~which conducts~~consolidated ~~activities~~statements ~~that~~of ~~are~~operations ~~non-segment~~consists ~~specific.~~of ~~The following table present selected financial information about~~ the ~~Company's reportable segments for the year ended December 31, 2018 and 2017.~~following:

For the year ended December 31, 2018	Consolidated			Billing Services			OTC and Prescription Medication		Corporate
Year ended December 31,	2019			2018
Revenues	$	6,283,923		$	4,930,352		$	1,353,571	$	—
Current:
Cost of Revenue		1,026,423			—			1,026,423		—
Federal	$	—		$	—
Long-lived assets		7,097,744			6,164,848			932,896		—
State	—			143,753
Income (loss) before income tax		(598,325	)		2,345,950			221,004		(3,165,279	)
Deferred:
Identifiable assets		3,784,518			2,851,622			932,896		—
Federal	$	(420,191	)	$	(58,399	)
Depreciation and amortization		483,734			364,504			119,180		—
State		(120,055	)		(16,685	)
Adjustment to valuation allowance		—			—
Provision (benefit) from income taxes	$	(540,246)		$	68,669

~~F-20~~As of December 31, 2019 and 2018, the components of the deferred tax assets and liabilities are as follows:

For the year ended December 31, 2017	Consolidated			Billing Services			OTC and Prescription Medication		Corporate
	As of December 31,
Revenues	$	2,052,352		$	1,599,652		$	452,700	$	—
	2019 Deferred tax			2018 Deferred tax
Cost of Revenue		329,511			—			329,511		—
		Assets (Liabilities)			Assets (Liabilities)
Long-lived assets		7,520,535			6,471,356			1,049,179		—
Net operating loss carry forward	$	237,251		$	102,400
Income (loss) before income tax		(208,587	)		683,964			110,415		(1,002,966	)
Intangible assets		(602,133	)		(1,007,528	)
Identifiable assets		4,207,309			3,58,130			1,049,179		—
Valuation allowance		—			—
Depreciation and amortization		119,768			89,970			29,798		—
Totals	$	(364,882	)	$	(905,128	)

~~The Company only had one reportable segment for the year ended December 31, 2018 and 2017.~~F-20

NOTE 11 – ~~Commitments,~~Business ~~Contingencies,~~Segment ~~Guarantees~~Information ~~and Indemnities~~

~~Leases~~The Company has two reportable segments (billing services and OTC and prescription medication) supported by a corporate group which conducts activities that are non-segment specific. The following table present selected financial information about the Company's reportable segments for the year ended December 31, 2019 and 2018.

The Company is party to a lease dated October 25, 2013 for its facilities in Arkansas, with a monthly base rent of $3,107.50 ($37,290.00 annually). Commencing on the first day of the second year, base rent increases at a rate of three percent (3%) per lease year. The lease was set to expire on October 31, 2021. On June 25, 2018, the lease was amended to extend the term to March 31, 2022 and include a tenant improvement allowance of $10,000.

For the year ended December 31, 2019	Consolidated			Billing Services		OTC and Prescription Medication		Corporate

Revenues	$	3,467,661		$	2,792,808	$	674,853	$	—
Cost of Revenue		488,384			—		488,384		—
Long-lived assets		5,592,220			5,034,689		557,531		—
Income (loss) before income tax		(2,000,910	)		1,836,703		159,048		(3,996,661	)
Identifiable assets		2,278,994			1,721,463		557,531		—
Depreciation and amortization		462,693			347,020		115,673		—
Impairment loss		1,061,200			795,900		265,300		—

Commencing November 1, 2018, the Company leased an office in South Carolina, pursuant to a lease expiring on October 31, 2022. The lease provides for monthly rent of $750 for the first two years, increasing to $800 for the last two years.

For the year ended December 31, 2018	Consolidated			Billing Services		OTC and Prescription Medication		Corporate

Revenues	$	6,283,923		$	4,930,352	$	1,353,571	$	—
Cost of Revenue		1,026,423			—		1,026,423		—
Long-lived assets		7,082,179			6,149,283		932,896		—
Income (loss) before income tax		(598,325	)		2,345,950		221,004		(3,165,279	)
Identifiable assets		3,768,953			2,836,057		932,896		—
Depreciation and amortization		483,684			364,504		119,180		—
Impairment loss		—			—		—		—

~~Future~~The ~~minimum~~Company ~~payments~~has ~~under~~two ~~operating~~reportable ~~lease~~segments ~~agreements~~for ~~are~~the asyear ~~follows:~~ended December 31, 2019 and 2018.

Years Ending December 31,
2019	$	65,444
2020		67,238
2021		59,253
2022		9,600
2023		1,600
Thereafter		—
Total	$	203,235

NOTE 12 – Litigation

~~Promissory~~In ~~Note~~August ~~Default~~2018, we were served with a complaint (which was amended in September 2018 to include David Hopkins, our CEO, as a defendant), filed in Miami-Dade County, Florida Circuit Court by the seller of CCI and SCLLC. In the complaint, the seller alleges breach of contract and fraud in that we allegedly failed to pay him excess working capital as of the closing of the acquisition of approximately $381,000 and failed to reimburse him for certain credit card expenses. We believe that the seller’s claims are without merit, as his calculation of working capital does not follow the methodology provided for in the Securities Purchase Agreement for the transaction and that in fact, there was a working capital shortfall at closing of approximately $725,000 (for which we demanded payment in June 2018). Moreover, the seller has refused to submit the working capital dispute to the resolution process provided for in the Securities Purchase Agreement. We have answered the complaint denying the seller’s claims and have filed counterclaims against the seller for the sums we believe are do us for the working capital shortfall and for damages arising from seller’s breach of contract, breach of good faith and fair dealing, fraud in the inducement, indemnification obligations under the Securities Purchase Agreement and violation of his non-competition and non-solicitation agreement with the Company.

As described below, a dispute has arisen between the seller of CCI and Script and the Company (which is the subject of pending litigation), with respect to amounts the Company believes are due it from the seller (a) as a result of a shortfall in working capital at closing of the acquisition; and (b) pursuant to seller’s indemnification obligations under the securities purchase agreement entered into with respect to the acquisition. The Company is seeking to set off sums we believe are due it from the seller against principal and interest payments under the promissory note, and accordingly, may be deemed to be technically in default thereunder, resulting in a reclassification of longF-~~term liabilities to current liabilities, pending resolution of the dispute.~~21

~~Legal~~The ~~Proceedings~~parties have engaged in discovery, and we believe that the information obtained thus far supports our claims and refutes the seller's claims. On November 18, 2019, the seller filed a motion, asking the court to stay the case temporarily because he believed he was the target of a parallel federal criminal investigation related to facts at issue in the case. On December 11, 2019, the court granted his motion and stayed the case for 120 days.

In ~~August 2018, we were served with a complaint~~April ~~(which was amended in September~~ 2018 ~~to include David Hopkins~~, ~~our~~Stephen ~~CEO~~Andrews, ~~as a defendant), filed in Miami-Dade County, Florida Circuit Court by~~ the ~~seller~~former CEO of CCI ~~and Script. In the complaint~~, ~~the~~filed ~~seller~~a ~~alleges~~wrongful ~~breach~~termination ofarbitration ~~contract~~claim ~~and~~seeking ~~fraud~~recovery in ~~that~~the weamount ~~allegedly failed~~in ~~to pay him~~ excess ~~working capital as~~ of ~~the closing of the acquisition of approximately~~ $~~381~~500,000. ~~and~~In ~~failed~~addition to ~~reimburse~~raising ~~him~~defenses, ~~for certain~~the ~~credit~~Company ~~card~~has ~~expenses.~~filed Wea ~~believe~~counterclaim ~~that~~alleging ~~the~~violation ~~seller’s~~of ~~claims~~non-disclosure/non-compete agreements ~~are~~by ~~without~~Mr. ~~merit,~~Andrews as ~~his~~well ~~calculation~~as ofclaims ~~working~~for ~~capital does~~breach ~~not~~of ~~follow~~a ~~the~~non-solicitation ~~methodology~~agreement, ~~provided~~breach ~~for~~of in the ~~Securities~~employee ~~Purchase~~manual ~~Agreement for the transaction~~ and ~~that in fact, there was~~injunctive arelief. ~~working~~The ~~capital~~final ~~shortfall~~arbitration athearing ~~closing~~was ofscheduled ~~approximately $725,000 (~~for ~~which~~January ~~we have demanded payment)~~2020. ~~Moreover~~ However, ~~the~~Andrews ~~seller~~moved ~~has refused~~for toa ~~submit~~stay ~~the~~of ~~working capital dispute to~~ the ~~resolution~~arbitration on ~~process~~November ~~provided~~20, ~~for~~2019 inbased ~~the~~on ~~Securities~~his ~~Purchase~~belief ~~Agreement.~~that Wehe ~~have answered~~is the ~~complaint~~target ~~denying~~of ~~the~~a ~~seller’s~~parallel ~~claims~~federal ~~and~~criminal ~~have~~grand ~~filed~~jury ~~counterclaims~~investigation. The arbitrator ~~against~~granted the ~~seller~~stay ~~for~~on ~~the~~December ~~sums~~17, we2019 ~~believe are do us for the working capital shortfall~~ and ~~for damages arising from seller’s indemnification obligations under~~ the ~~Securities Purchase~~final ~~Agreement.~~arbitration ~~The~~hearing ~~action~~was ispostponed ~~currently in the discovery and mediation stages~~indefinitely.

~~In April 2018, Stephen Andrews, the former~~NOTE ~~CEO~~13 of– CCI, filed a wrongful termination arbitration claim seeking recovery in the amount in excess of $500,000. In addition to raising defenses, the Company has filed a counterclaim alleging violation of non-disclosure/non-compete agreements by Mr. Andrews and anticipates filing additional counterclaims prior to arbitration, which is currently scheduled for June 2019.Concentration

~~NOTE~~The 12Company –offers ~~Subsequent~~physicians ~~Events~~and medical clinics an ancillary program to treat their patients with topical prescription medicine to manage pain. The program is designed for patients with work related injuries managed under worker compensation claims. The program both delivers the topical medicine to the care provider for sale to the patient, as well as providing the care provider with insurance claim processing services on behalf of the patient.

~~The~~Accounts ~~Company~~Receivable has evaluated subsequent events through the date that the financial statements were issued and determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.Concentration

F-21

	At December 31, 2019	At December 31, 2018

Number of customers over 10%	6	2

Percentage of accounts receivable	10%, 12%, 13%, 13%, 15%, 18%	10% and 13%

We have two vendors who both represent 100% of purchased products that are sold for 2019 and 2018.

NOTE 14 – Commitments, Contingencies, Guarantees and Indemnities

On October 6, 2019, the Company entered into a new one year lease in Arkansas beginning on November 1, 2019 with monthly rent in the amount of $1,210 per month. The Company has a lease in Florida with a monthly rent of $80.

Future minimum payments under operating lease agreements are as follows:

Years Ending December 31,
2020	$	13,060
2021	—
2022	—
2023	—
2024	—
Thereafter	—
Total	$	13,060

NOTE 15 – Subsequent Events

The Company has evaluated subsequent events through the date that the financial statements were issued and determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

F-22

Filing Compare · Health-Right Discoveries, Inc.