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

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. Yesx ☒ No¨ ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx ☒  No¨ ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ ☐ Nox ☒

As of ~~June 29,~~November 14, 2023, there were ~~908,479,113~~1,326,475,613 shares of common stock of the registrant issued and outstanding.


	March 31, 2023			December 31, 2022			September 30, 2023			December 31, 2022

ASSETS
Current assets
Cash	$	350,329		$	226,802		$	181,343		$	226,802
Accounts receivable-net		7,446,416			6,604,780			11,844,738			6,604,780
Prepaid and other current assets		5,000			5,000			5,000			5,000
Total current assets		7,801,745			6,836,582			12,031,081			6,836,582

Property and equipment, net		50,804			55,439			44,073			55,439
Land		540,000			540,000			540,000			540,000
Goodwill		5,666,608			5,666,608			5,666,608			5,666,608
Right of use - assets		189,626			218,926			201,163			218,926
Due from related party		4,979			4,979			4,979			4,979
Other assets		30,823			30,823			30,823			30,823
Total assets	$	14,284,585		$	13,353,357		$	18,518,727		$	13,353,357

LIABILITIES, MEZZANINE EQUITY AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expense	$	2,070,490		$	2,038,595		$	2,515,682		$	2,038,595
Accrued expenses - related parties		3,904,557			3,750,557			4,264,557			3,750,557
Accrued interest		461,307			350,267			717,827			350,267
Right of use - liability		140,777			142,307			135,776			142,307
Due to director & officer		123,192			123,192			123,442			123,192
Notes payable		36,596			15,809			24,600			15,809
Notes payable - related party		90,189			37,024			159,662			37,024
Convertible notes payable, net of debt discounts of $87,147 and $46,797, respectively		3,717,936			3,515,752
Convertible notes payable, net of debt discounts of $66,674 and $46,798, respectively								3,952,581			3,515,752
Total current liabilities		10,545,044			9,973,503			11,894,127			9,973,503

Other liabilities
Notes payable		144,646			139,789			144,668			139,789
Operating lease liability – long term		55,408			84,871			64,147			84,871
Total liabilities		10,745,097			10,198,163			12,102,942			10,198,163

Mezzanine equity
Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 868,058 shares issued and outstanding at March 31, 2023 and December 31, 2022		3,578,656			3,125,002
Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value $4.00, 375,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		1,593,205			1,500,000
Redeemable Series N Senior Convertible Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 868,058 shares issued and outstanding at September 30, 2023 and December 31, 2022								3,787,559			3,125,002
Redeemable Series X Senior Convertible Preferred Stock - 5,000,000 shares authorized, $0.001 par value, stated value $4.00, 375,000 shares issued and outstanding at September 30, 2023 and December 31, 2022								1,652,875			1,500,000
Total Mezzanine Equity		5,171,861			4,625,002			5,440,434			4,625,002

Stockholders' equity (deficit)
Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 2,131,328 shares issued and outstanding at March 31, 2023 and December 31, 2022		8,525,313			8,525,313
Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value $4.00, 122 shares issued and outstanding at March 31, 2023 and December 31, 2022		488			488
Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $4.00, 150,750 shares issued and outstanding at March 31, 2023 and December 31, 2022		603,000			603,000
Series F-1 Preferred Stock - 800,000 shares authorized, $0.001 par value, stated value $4.00, 35,752 shares issued and outstanding at March 31, 2023 and December 31, 2022		143,008			143,008
Series I Preferred Stock - 500,000,000 shares authorized, $0.001 par value, 14,885,000 shares issued and outstanding at March 31, 2023 and December 31, 2022		59,540,000			59,540,000
Series J Preferred Stock - 10,000,000 shares authorized, $0.001 par value, stated value $4.00, 1,713,584 shares issued and outstanding at March 31, 2023 and December 31, 2022		6,854,336			6,854,336
Series K Preferred Stock - 10,937,500 shares authorized, $0.001 par value, 8,200,562 shares issued and outstanding at March 31, 2023 and December 31, 2022		8,201			8,201
Series L Preferred Stock - 100,000,000 shares authorized, $0.001 par value, stated value $4.00, 319,493 shares issued and outstanding at March 31, 2023 and December 31, 2022		1,277,972			1,277,972
Series R Preferred Stock - 5,000 shares authorized, $0.001 par value, stated value of $1,200, 165 shares issued and outstanding at March 31, 2023 and December 31, 2022		198,000			198,000
Common Stock - 7,500,000,000 shares authorized, $0.001 par value; 908,479,113 and 789,796,735 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		908,378			789,696
Series B Preferred Stock - 3,000,000 shares authorized, $0.001 par value, stated value $4.00, 2,134,478 and 2,131,328 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively								8,537,912			8,525,313
Series C Preferred Stock - 500 shares authorized, $0.001 par value, stated value $4.00, 123 shares issued and outstanding at September 30, 2023 and December 31, 2022								488			488
Series E Preferred Stock - 1,000,000 shares authorized, $0.001 par value, stated value $4.00, 155,750 and 150,750 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively								623,000			603,000
Series F-1 Preferred Stock - 50,000 shares authorized, $0.001 par value, stated value $4.00, 35,752 shares issued and outstanding at September 30, 2023 and December 31, 2022								143,008			143,008
Series I Preferred Stock - 15,000,000 shares authorized, $0.001 par value, 14,885,000 shares issued and outstanding at September 30, 2023 and December 31, 2022								59,540,000			59,540,000
Series J Preferred Stock - 2,000,000 shares authorized, $0.001 par value, stated value $4.00, 1,713,584 shares issued and outstanding at September 30, 2023 and December 31, 2022								6,854,336			6,854,336
Series L Preferred Stock - 400,000 shares authorized, $0.001 par value, stated value $4.00, 319,493 shares issued and outstanding at September 30, 2023 and December 31, 2022								1,277,972			1,277,972
Series R Preferred Stock - 5,000 shares authorized, $0.001 par value, stated value of $1,200, 165 shares issued and outstanding at September 30, 2023 and December 31, 2022								198,000			198,000
Common Stock - 7,500,000,000 shares authorized, $0.001 par value; 1,099,475,613 and 824,793,235 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively								1,099,475			824,793
Additional paid-in capital		(8,482,814	)		(8,554,368	)		(8,619,611	)		(8,581,265	)
Accumulated deficit		(71,208,254	)		(70,855,453	)		(68,679,229	)		(70,855,453	)
Total stockholders' equity (deficit)		(1,632,373	)		(1,469,808	)		975,351			(1,469,808	)
Total liabilities, mezzanine equity and stockholders' equity	$	14,284,585		$	13,353,357		$	18,518,727		$	13,353,357

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

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

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY (DEFICIENCY)~~OPERATIONS

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

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY (DEFICIENCY)

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

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

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

The condensed consolidated financial statements include the accounts of Cardiff and its wholly owned subsidiaries AHI, Edge View, Platinum Tax and Nova (collectively, the “Company”). AHI is included in discontinued operations. All significant intercompany accounts and transactions are eliminated in consolidation. Certain prior period amounts may have been reclassified for consistency with the current period presentation. These reclassifications would have no material effect on the reported condensed consolidated financial results.

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

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses. In accordance with this standard, the Company recognizes an allowance for credit losses for its trade receivables to present the net amount expected to be collected as of the balance sheet date. This allowance is based on the credit losses expected to arise over the life of the asset and are based on Current Expected Credit Losses (CECL). Accounts receivable is reported on the balance sheet at the net amounts expected to be collected by the Company. Management closely monitors outstanding accounts receivable and charges off to expense any balances that are determined to be uncollectible, which was $270,000 and $0 as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had net accounts receivable of $~~7,446,416~~11,844,738 and $6,604,780, respectively. Accounts receivables are primarily generated from subsidiaries in their normal course of business.

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

Goodwill and indefinite-lived brands are not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company’s impairment testing of goodwill is performed separately from its impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. The Company believes such assumptions are also comparable to those that would be used by other marketplace participants. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, the Company did not recognize any goodwill impairment. The Company based this decision on impairment testing of the underlying assets, expected cash flows, decreased asset value and other factors.

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

~~On January 1, 2018, the Company adopted ASC 606,~~ ~~Revenue from contracts with customers (“Topic 606”)~~~~, using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018.~~

The Company applies the following five-step model to determine revenue recognition:

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

The Company’s financial services sector reports revenues as services are performed and its healthcare sector reports revenues at the time control of the services transfer to the customer and from providing licensed and/or certified orthopedic procedures. The Company’s healthcare subsidiary does not have contract liabilities or deferred revenue as there are no amounts prepaid for services.

Established billing rates are not the same as actual amounts recovered for the Company’s healthcare subsidiary. They generally do not reflect what the Company is ultimately paid and therefore are not reported in the condensed consolidated financial statements. The Company is typically paid amounts based on established charges per procedure with guidance from the annually updated Current Procedural Terminology (“CPT”) guidelines (a code set maintained by the American Medical Association through the CPT Editorial Panel), that designates relative value units (“RVU's”) and a suggested range of charges for each procedure which is then assigned a CPT code.

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

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

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

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

The Company’s healthcare revenues are generated from professional medical billings including facility and anesthesia services. With respect to facility and anesthesia services, the Company is the primary obligor as the facility and anesthesia services are considered part of one integrated performance obligation. Historically the Company receives 49.9% of collections from total gross billed. Accordingly, the Company recognized net healthcare service revenue as 49.9% of gross billed amounts. Historical collection rates are estimated using the most current prior 12-month historical payment and collection percentages.

The Company’s healthcare subsidiary has contractual medical receivable sales and purchase agreements with third party factors which result in approximately ~~51%~~30% to 56% reduction from the accounts receivables amounts when a receivable is sold to the factors. The Company evaluated the factored adjustments considering the actual factored amounts per patient quarterly, and the reductions from accounts receivable that are factored were recorded in finance charges as other expenses on the consolidated statement of operations.

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

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

The Company generates revenue from providing tax resolution services to individuals and business owners that have federal and state tax liabilities by assisting its clients to settle outstanding tax debts. Additionally, services include back taxes, offer in compromise, audit representation, amending tax returns, tax preparation, wage garnishment relief, removal of bank levies and liens, and other financial challenges. The Company recognizes revenues for these services as services are performed.

Advertising costs are expensed as incurred. Advertising costs are included as a component of cost of sales in the condensed consolidated statements of operations and changes in stockholders’ equity. The Company recognized advertising and marketing ~~expense~~expenses of $~~38,353~~71,636 and $~~127,785~~93,905 for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The Company recognized advertising and marketing expenses of $243,315 and $317,899 for the nine months ended September 30, 2023 and 2022, respectively.

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

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

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

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

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

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

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

FASB ASU No 2018-07 prescribes equity instruments issued to parties other than employees.

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

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

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company did not have any interest and penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions.

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

The diluted effect of debt convertibles is reflected utilizing the if converted method.

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The Company has sustained operating losses since its inception and has negative working capital and an accumulated deficit. These factors raise substantial doubts about the Company’s ability to continue as a going concern. As of March 31, 2023, the Company has an accumulated working capital deficit of approximately $~~2.7 million~~. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

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

Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“ASU”) to the FASB's Codification. The Company considers the applicability and impact of all ~~ASU's~~ASU’s on its financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The Company has adopted this standard effective January 1, 2023, ~~which did not have a material impact to the consolidated financial statements,which~~and it resulted in the Company recognizing an allowance for doubtful accounts of $270,000 during the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Subsequent to the initial issuance of the Company's ~~2021 financial statements on March~~balance sheet as of December 31, ~~2022,~~2021, management reconsidered the methodology previously applied in its valuation of goodwill and redeemable preferred ~~stocks.~~stock.

The Company agreed to issue 818,750 additional shares of series J ~~Preferred Stock~~preferred stock with an aggregate stated value equal to $3,275,000 if, as of May 31, 2022, Nova’s trailing twelve months minimum pre-tax net income exceeded $1,979,320 (the “Milestone”). The Company finalized its purchase price accounting and allocation in 2022 and recorded purchase consideration of $6,100,000 associated with the cash consideration, the fair value of the series J preferred stock and the fair value of the contingent consideration. The impact of the correction is reflected in a $3,275,000 increase to goodwill and contingent consideration liability on the consolidated balance sheet.

In December 2022, the Company identified an error in its classification for its series N senior convertible preferred stock for the acquisition of ~~NOVA~~Nova as presented in its audited balance sheet as of December 31, 2021. Pursuant to ASC 250, “Accounting changes and error corrections” issued by FASB and SAB 99 “Materiality” issued by SEC, the Company determined the impact of the error was immaterial. The impact of the error correction is reflected in a $3,125,002 increase to the mezzanine equity and offsetting decrease to the ~~Series~~series N ~~Preferred Stock in~~senior convertible preferred stock subject to possible redemption mezzanine equity line item.

The Company and ~~We3~~the managers of AHI entered into a resignation, release and buyback agreement and addendum, effective October 31, 2022. The Company presented in prior periods operating loss as loss from discontinued operations in the amount of ~~$2,593~~$365 on the consolidated statement of operations for the ~~three~~nine months ended ~~March 31,~~September 30, 2022.

The Company identified that ~~NOVA’s~~Nova’s accounts receivable as presented in its balance sheet as of December 31, 2021 was understated due to an error in the collection utilized to estimate ~~NOVA’s~~Nova’s accounts receivable. The impact of this correction on the accounting estimates is reflected in a $1,076,000 decrease to accounts receivable as of ~~March 31,~~September 30, 2022 and a $1,076,000 increase in finance charges for the ~~three~~nine months ended ~~March 31,~~September 30, 2022.

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

Schedule of restated financial information
	Impact of correction of error								Impact of correction of error
March 31, 2022 (Unaudited)	As previously reported		Adjustments			As restated
September 30, 2022 (Unaudited)									As previously reported		Adjustments			As restated

Total assets	$	11,704,750	$	3,275,000		$	14,979,750		$	15,958,345	$	3,275,000		$	19,233,345

Total liabilities		9,512,586		3,275,000			12,787,586			9,540,557		3,275,000			12,815,557

Mezzanine equity		–		3,125,002			3,125,002			–		3,125,002			3,125,002

Total shareholders' equity	$	2,192,163	$	(3,125,002	)	$	(932,839	)
Total stockholders' equity									$	6,417,788	$	(3,125,002	)	$	3,292,786

~~The Company is delinquent paying certain income and property taxes. As of March 31, 2023 and December 31, 2022, the balance for these taxes, penalties and interest is $6,732~~.

~~MARCH~~During the preparation of the financial statements for the nine months ended September 30, 2023, the Company found that the results of the settlement agreement with Red Rock Travel Group (“Red Rock”) were incorrectly reflected on the consolidated statement of stockholders’ equity (deficiency) as of December 31, 2022. The Company determined that these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement was necessary. The revisions discussed below were made to the December 31, 2022 balance sheet and statement of stockholders’ equity (deficiency).

As a result of the settlement agreement with Red Rock on July 29, 2022, the Company reduced 35,000,000 shares of common shares on the consolidated financial statements as of December 31, 2022. The certificate of the common stock for 35,000,000 shares which were originally issued on February 24, 2020 was returned as part of the 2022 agreement with Red Rock and 3,500 common shares were cancelled, which were equivalent to 35,000,000 shares before the 10,000:1 reverse split on May 12, 2020. Consequently, the December 31, 2022 financial statements as originally reported were understated by 34,996,500 common shares. The impact of the correction is reflected in the $35,097 increase to common stock and decrease the same amount to additional paid-in-capital on the consolidated statement of stockholders’ equity. The adjustment had no impact on earnings per share for any 2022 period.

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

The Company is delinquent paying certain income and property taxes. As of September 30, 2023 ~~AND~~and December 31, 2022,

~~(UNAUDITED)~~ the balance for these taxes, penalties and interest is $5,346 and $6,732, respectively.

Property and equipment as of ~~March 31,~~September 30, 2023 and December 31, 2022 is as follows:

Schedule of Property and Equipment
Schedule of property and equipment
	March 31, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Medical equipment	$	96,532		$	96,532		$	96,532		$	96,532
Computer Equipment		9,189			9,189			9,189			9,189
Furniture, fixtures and equipment		30,841			35,974			30,841			35,974
Leasehold Improvement		15,950			15,950			15,950			15,950
Total		152,512			157,645			152,512			157,645
Less: accumulated depreciation		(101,708	)		(102,206	)		(108,439	)		(102,206	)
Property and equipment, net	$	50,804		$	55,439		$	44,073		$	55,439

For the three and nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~total depreciation expense was $~~4,635~~3,365 and $11,365, respectively. For the three and nine months ended September 30, 2022, total depreciation expense was $10,814 and $32,442, respectively. Depreciation expense recorded as cost of sales for the three and nine months ended September 30, 2022 was $5,031 and $15,093, respectively.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had 27 acres of land valued at approximately $540,000. The land is currently vacant and is expected to be developed into a residential community.

At ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had a revolving line of credit with a financial institution for $92,500 which was personally guaranteed by the manager of Platinum Tax. The loan accrues interest at ~~11.20~~11.95% at ~~March 31,~~September 30, 2023 and 10.95% at December 31, 2022. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had $~~20,619~~8,622 and $0, respectively, of outstanding balance against the line of credit.

On September 29, 2023, the Company and Nova entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell Nova’s accounts receivables for a revolving financing up to a maximum advance amount of $4.5 million. As of September 30, 2023, the Company had no outstanding balance against the revolving receivable line of credit.

From time to time, the previous owner who is currently the manager of Platinum Tax loaned funds to Platinum Tax to cover short term operating needs. Amounts owed as of ~~March 31,~~September 30, 2023 and December 31, 2022 were $~~90,189~~159,662 and $~~37,025~~37,024, respectively.

In connection with the acquisition of Edge View on July 16, 2014, the Company assumed amounts due to previous owners who are current managers Edge View. These amounts are due on demand and do not bear interest. The balance of these amounts are $4,979 as of ~~March 31,~~September 30, 2023 and December 31, 2022.

The Company obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company owed the Chairman $123,442 and $123,192., respectively.

Notes payable at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, are summarized as follows:

Schedule of notes payable
	March 31, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Notes and loans payable	$	181,242		$	155,598		$	169,268		$	155,598
Less current portion		(36,596	)		(15,809	)		(24,600	)		(15,809	)
Long-term portion	$	144,646		$	139,789		$	144,668		$	139,789

Schedule of Maturities of Long-term Debt
Schedule of maturities of long-term debt
	Amount		Amount
2024	$	36,596	$	24,600
2025		4,988		4,989
2026		4,988		4,989
2027		4,988		4,989
2028		4,988		4,989
Thereafter		124,694		124,712
Total	$	181,242	$	169,268

On March 12, 2009, the Company issued a debenture in the principal amount of $20,000. The debenture bears interest at 12% per annum and matured on September 12, 2009. The balance of the debenture was $10,989 at ~~March 31,~~September 30, 2023 and December 31, 2022 and the accrued interest was $~~6,554~~7,215 and $6,229 at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. The Company assigned all of its receivables from consumer activations of the rewards program as collateral on this debenture.

On June 2, 2020, the Company obtained an SBA loan in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June 2, ~~2050~~.2050. The Company reclassified $5,723 of accrued interest to the principal amounts for the ~~three~~nine months ended ~~March 31,~~September 30, 2023. The principal balance and accrued interest at ~~March 31,~~September 30, 2023 was $~~149,633~~149,655 and $0, respectively, and principal and accrued interest at December 31, 2022 was $144,609 and $5,723, respectively.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had convertible debt outstanding net of amortized debt discount of $~~3,717,936~~3,952,581 and $3,515,752, respectively. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company received net proceeds of $~~240,000~~421,375 from convertible notes. During the ~~three~~nine months ended ~~March 31,~~September 30, 2022, the Company had net proceeds of $~~550,967~~729,083 from convertible notes and repaid $5,908 to convertible noteholders. There are debt discounts associated with the convertible debt of $~~89,147~~66,674 and $46,798 at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. For the three months ~~ended March 31,~~ending September 30, 2023 and 2022, the Company recorded amortization of debt discounts of $~~17,983~~46,048 and $~~44,546~~92,868, respectively. For the nine months ending September 30, 2023 and 2022, the Company recorded amortization of debt discounts of $94,664 and $249,120, respectively. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company converted $~~58,800~~87,460 of convertible debt, $~~5,873~~12,073 in accrued interest and $~~2,000~~3,000 in ~~penalties and fees~~conversion cost into ~~118,682,378~~274,682,378 shares of the Company’s common stock. The Company recognized $~~123,566~~$141,406 of interest expense and additional paid-in capital to adjust fair value for the debt settlement during the ~~three~~nine months ended ~~March 31,~~September 30, 2023. The Company had no convertible debt conversions during the nine months ended September 30, 2022.

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

Convertible notes as of ~~March 31,~~September 30, 2023 and December 31, 2022 are summarized as follows:

The following is a schedule of convertible notes payable as of and for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

Schedule of convertible notes details
Schedule of convertible notes payable
Note #	Issuance	Maturity	Principal Balance 12/31/22		New Loan		Principal Conversions			Shares Issued Upon Conversion		Principal Balance 3/31/23		Accrued Interest on Convertible Debt at 12/31/22		Interest Expense On Convertible Debt For the Period Ended 3/31/23		Accrued Interest on Convertible Debt at 3/31/23		Unamortized Debt Discount At 3/31/23		Issuance	Maturity	Principal Balance 12/31/22	New Loan		Principal Conversions			Shares Issued Upon Conversion	Principal Balance 9/30/23		Accrued Interest on Convertible Debt at 12/31/22		Interest Expense On Convertible Debt For the Period Ended 9/30/23		Accrued Interest on Convertible Debt at 9/30/23		Unamortized Debt Discount At 9/30/23
7-1	10/28/2016	10/28/2017		10,000	$	–	$	(10,000	)		23,405,455	$	–	$	2,263	$	–	$	–	$	–	10/28/2016	10/28/2017	10,000	$	–	$	(10,000	)	23,405,455	$	–	$	2,263	$	–	$	–	$	–
9	9/12/2016	9/12/2017		50,080		–		–			–		50,080		14,157		2,470		16,627		–	9/12/2016	9/12/2017	50,080		–		–		–		50,080		14,157		7,491		21,648		–
10	1/24/2017	1/24/2018		55,000		–		–			–		55,000		69,876		2,712		72,588		–	1/24/2017	1/24/2018	55,000		–		–		–		55,000		69,876		8,227		78,103		–
10-1	2/10/2023	2/10/2024		–		50,000		–			–		50,000		–		1,007		1,007		–	2/10/2023	2/10/2024	–		50,000		–		–		50,000		–		4,767		4,767		–
10-2	3/30/2023	3/30/2024		–		25,000		–			–		25,000		–		10		10		–	3/30/2023	3/30/2024	–		25,000		–		–		25,000		–		1,890		1,890		–
10-3																						8/11/2023	8/11/2024	–		25,000		–		–		25,000		–		514		514		–
29-2	11/8/2019	11/8/2020		36,604		–		–			–		36,604		20,160		2,166		22,326		–	11/8/2019	11/8/2020	36,604		–		–		–		36,604		20,160		6,571		26,731		–
31	8/28/2019	8/28/2020		–		–		–			–		–		8,385		–		8,385		–	8/28/2019	8/28/2020	–		–		–		–		–		8,385		–		8,385		–
37-1	9/3/2020	6/30/2021		113,667		–		–			–		113,667		28,756		5,045		38,801		–	9/3/2020	6/30/2021	113,667		–		–		–		113,667		28,756		15,303		59,059		–
37-2	11/2/2020	8/31/2021		113,167		–		–			–		113,167		27,510		5,023		37,533		–	11/2/2020	8/31/2021	113,167		–		–		–		113,167		27,510		15,236		57,746		–
37-3	12/29/2020	9/30/2021		113,166		–		–			–		113,166		26,474		5,023		36,497		–	12/29/2020	9/30/2021	113,166		–		–		–		113,166		26,474		15,236		56,710		–
38	2/9/2021	2/9/2022		96,000		–		(48,800	)		85,276,923		47,200		27,939		3,321		31,260		–	2/9/2021	2/9/2022	96,000		–		(77,460	)	221,276,923		18,540		27,939		7,242		35,181		–
39	4/26/2021	4/26/2022		168,866		–		–			–		168,866		39,684		9,160		48,844		–	4/26/2021	4/26/2022	168,866		–		–		–		168,866		39,684		27,787		67,470		–
40-1	9/22/2022	9/22/23		2,600,000		–		–			10,000,000		2,600,000		71,233		64,110		131,343		–	9/22/2022	9/22/23	2,600,000		–		–		30,000,000		2,600,000		71,233		194,466		255,499		–
40-2	11/4/2022	11/4/2023		68,666		–		–			–		68,666		1,072		1,693		2,765		10,253	11/4/2022	11/4/2023	68,666		–		–		–		68,666		1,072		5,136		6,208		4,327
40-3	11/28/2022	11/28/2023		68,667		–		–			–		68,667		620		1,693		2,313		11,382	11/28/2022	11/28/2023	68,667		–		–		–		68,667		620		5,136		5,756		4,327
40-4	12/21/2022	12/21/2023		68,667		–		–			–		68,667		187		1,693		1,880		12,464	12/21/2022	12/21/2023	68,667		–		–		–		68,667		187		5,136		5,323		4,327
40-5	1/24/2023	1/24/2024		–		90,166		–			–		90,166		–		1,630		1,630		19,387	1/24/2023	1/24/2024	–		90,166		–		–		90,166		–		6,151		6,151		5,965
40-6	3/21/2023	3/21/2024		–		138,167		–			–		138,167		–		379		379		35,661	3/21/2023	3/21/2024	–		139,166		–		–		139,166		–		7,359		7,359		9,242
40-7																						6/5/2023	6/5/2024	–		139,166		–		–		139,166		–		4,461		4,461		24,913
40-8																						6/13/2023	6/13/2024	–		21,167		–		–		21,167		–		632		632		3,624
40-9																						7/19/2023	7/19/2024	–		35,500		–		–		35,500		–		710		710		7,100
40-10																						7/24/2023	7/24/2024	–		14,000		–		–		14,000		–		261		261		2,849
41																						8/25/2023	8/25/2024	–		5,000		–		–		5,000		–		49		49		–
			$	3,562,550	$	303,333	$	(58,800	)		118,682,378	$	3,807,083	$	338,316	$	107,135	$	454,188	$	89,147			3,562,550	$	544,165	$	(87,460	)	274,682,378	$	4,019,255	$	338,316	$	339,761	$	710,613	$	66,674

On October 28, 2016, the Company issued a convertible promissory note in the principal amount of $50,000, which matured on October 28, 2017. Note 7-1 is currently in default and accrues interest at a default interest rate of 20% per annum.

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

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

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

On August 28, 2019, the Company issued a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest at a default interest rate of 24% per annum.

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

On February 9, 2021, the Company issued a convertible promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 is currently in default and accrues interest at a default interest rate of 22% per annum.

On April 26, 2021, the Company issued a convertible promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 is currently in default and accrues interest at a default interest rate of 22% per annum.

On September 22, 2022, the Company issued a convertible promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, the Company executed a second tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, the Company executed the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On November 28, 2022, the Company executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January 24, 2023, the Company executed a fifth tranche under this note in the principal amount of ~~$88,6676,~~$90,166, less an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, the Company executed a sixth tranche under this note in the principal amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, the Company executed a seventh tranche under this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, the Company executed an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July 19, 2023, the Company executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875 (Note 40-9). On July 24, 2023, the Company executed a tenth tranche under this note in the principal amount of $14,000, less an original issue discount and fee of $3,500 (Note 40-10). All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.

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

The Company has designated multiple series of preferred stock, including 42 shares of series A preferred stock, 3,000,000 shares of series B preferred stock, 500 shares of series C preferred stock, ~~800,000~~ ~~shares of series D preferred stock,~~ 1,000,000 shares of series E preferred stock, ~~800,000~~ ~~shares of series F preferred stock,~~ ~~800,000~~50,000 shares of series F-1 preferred stock, ~~500,000,000~~15,000,000 shares of series I preferred stock, ~~10,000,000~~2,000,000 shares of series J preferred stock, ~~10,937,500~~ ~~shares of series K preferred stock,~~ ~~100,000,000~~400,000 shares of series L preferred stock, 3,000,000 shares of series N senior convertible preferred stock, 5,000 shares of series R preferred stock and 5,000,000 shares of series X senior convertible preferred stock.

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

The Company recognized the series N senior convertible preferred stock and series X senior convertible preferred stock as mezzanine equity since the redeemable preferred stock may be redeemed at the option of the holder, but is not mandatorily redeemable.

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

Dividend Rights. Holders of series N senior convertible preferred stock are entitled to dividends at a rate per annum of 12.0% of the stated value ($4.00 per share); provided that upon an event of default (as defined in the certificate of designation for the series N senior convertible preferred stock), such rate shall increase by 8% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable quarterly in arrears on each dividend payment date in cash or common stock at the Company’s discretion. Dividends payable in common stock shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common stock on the Company’s principal trading market (the “VWAP”) during the five (5) trading days immediately prior to the applicable dividend payment date. At ~~March 31,~~September 30, 2023, cumulative dividends on Series N Preferred Stock were $~~453,654~~662,557.

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

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

Conversion Rights. Each shares of series N senior convertible preferred stock, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable shares of common stock determined by dividing the stated value ($4.00 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $0.012 per share (subject to standard adjustments in the event of any stock splits, stock combinations, stock reclassifications, dividends paid in common stock, sales of substantially all assets, mergers, consolidations or similar transactions); provided that in no event shall the holder of any series N senior convertible preferred stock be entitled to convert any number of shares that upon conversion the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates and (ii) the number of shares of common stock issuable upon the conversion of the series N senior convertible preferred stock with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common stock. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

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

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

Dividend Rights. Holders of series X senior convertible preferred stock are entitled to dividends at a rate per annum of 10.0% of the stated value ($4.00 per share); provided that upon an event of default (as defined in the certificate of designation for the series X senior convertible preferred stock), such rate shall increase by 5% per annum. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable quarterly in arrears on each dividend payment date. At ~~March 31,~~September 30, 2023, cumulative dividends on Series X Preferred Stock were $~~93,205~~152,875.

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

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

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

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

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

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

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

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

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

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

~~Each share of~~Ranking. The series B preferred stock ranks, with respect to the distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and to each other class or series that is ~~entitled~~not expressly made senior to ~~one (1) vote~~or on ~~all matters submitted~~parity with the series B preferred stock; (ii) on parity with the series C preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other class or series that is not expressly subordinated or made senior to ~~a vote~~the series B preferred stock; and (iii) junior to the series I preferred stock, series N senior convertible preferred stock, series R preferred stock, series X senior convertible preferred stock and to each other series of ~~stockholders. Each share of~~preferred stock and each class or series that is expressly made senior to the series B preferred stock, ~~is convertible into two (2) shares of common stock (subject~~as well as to ~~adjustment for forward stock splits but not reverse stock splits). Holders of series B preferred stock do not have any dividend, liquidation or redemption rights.~~

~~Each share of series C preferred stock is entitled~~all indebtedness and other liabilities with respect to ~~one (1) vote on all matters submitted~~assets available to ~~a vote of stockholders. Each share of series C preferred stock is convertible into~~ ~~100,000~~ ~~shares of common stock (subject to adjustment for forward stock splits but not reverse stock splits). If~~satisfy claims against the ~~Company lists on an exchange, it has the right to repurchase these shares at a purchase price of $50,000~~ ~~per share. Holders of series C preferred stock do not have any dividend, liquidation or redemption rights.~~

Each share of series D preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series D preferred stock is convertible into two (2) shares of common stock. Holders of series D preferred stock do not have any dividend, liquidation or redemption rights.

Each share of series E preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series E preferred stock is convertible into two (2) shares of common stock. Holders of series E preferred stock do not have any dividend, liquidation or redemption rights.

Each share of series F preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series F preferred stock is convertible into two (2) shares of common stock. Holders of series F preferred stock do not have any dividend, liquidation or redemption rights.

~~Each share of series F-1 preferred stock is convertible into two (2) shares of common stock. Holders of series F-1 preferred stock do not have any voting, dividend, liquidation or redemption rights.~~

Each share of series I preferred stock is entitled to five (5) votes on all matters submitted to a vote of stockholders. Each share of series I preferred stock is convertible into two (2) shares of common stock. Holders of series I preferred stock do not have any dividend, liquidation or redemption rights.

Each share of series J preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series J preferred stock is convertible into two (2) shares of common stock. Holders of series J preferred stock do not have any dividend, liquidation or redemption rights.

Each share of series K preferred stock is entitled to one (1) vote on all matters submitted to a vote of stockholders. Each share of series K preferred stock is convertible into 1.25 shares of common stock. Holders of series K preferred stock do not have any dividend, liquidation or redemption rights.Company.

~~Each share~~ The holders of series LB preferred stock isare entitled to ~~one (1) vote~~receive dividends equal (on an as converted to common stock basis) to and in the same form as dividends actually paid on ~~all matters submitted to a vote~~shares of ~~stockholders. Each share of series L preferred~~common stock ~~is convertible into two (2)~~when, as and if such dividends are paid on shares of common stock. ~~Holders~~No other dividends shall be paid on shares of series LB preferred ~~stock do not have any dividend, liquidation or redemption rights.~~stock.

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

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

Conversion Rights. Each share of series B preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into ~~one (1)~~such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment ~~for forward~~in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series B preferred stock, voting together as a single class, each share of series B preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, ~~but not reverse~~ stock ~~splits)~~reclassifications and similar events.

Redemption Rights. Holders of series RB preferred stock do not have any ~~dividend, liquidation or~~ redemption rights.

Ranking. The ~~Company had no~~series C preferred stock ~~transactions during~~ranks, with respect to the ~~three months ended March 31, 2023~~distribution of assets upon liquidation, (i) senior to all common stock, series A preferred stock and ~~2022.~~to each other class or series that is not expressly made senior to or on parity with the series C preferred stock; (ii) on parity with the series B preferred stock, series E preferred stock, series F-1 preferred stock, series J preferred stock, series L preferred stock and each other class or series that is not expressly subordinated or made senior to the series C preferred stock; and (iii) junior to the series I preferred stock, series N senior convertible preferred stock, series R preferred stock, series X senior convertible preferred stock and to each other series of preferred stock and each class or series that is expressly made senior to the series C preferred stock, as well as to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.

~~During~~Dividend Rights. The holders of series C preferred stock are entitled to receive dividends equal (on an as converted to common stock basis) to and in the ~~three months ended March 31, 2023, the Company issued~~ ~~118,682,378~~same form as dividends actually paid on shares of common stock ~~upon conversion of certain convertible notes.~~

~~The Company did not issue any~~when, as and if such dividends are paid on shares of common ~~stock during the three months ended March 31, 2022.~~stock. No other dividends shall be paid on shares of series C preferred stock.

~~The table below sets forth warrant activity for~~Liquidation Rights. Upon any liquidation, dissolution or winding-up of the ~~three months ended March 31, 2023~~Company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the shares of series C preferred stock were fully converted to common stock immediately prior to such liquidation, which amount shall be paid to the holders of series C preferred stock pari passu with all holders of parity securities and ~~2022:~~in preference to the holders of junior securities.

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

~~MARCH~~Conversion Rights. Each share of series C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. In addition, on the date on which the shares of common stock are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier) (a “Listing Event”), all outstanding shares of series C preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing $50,000 by the highest traded or closing price on such date, which such shares of common stock shall be issued pro rata among the holders of the outstanding series C preferred stock. Finally, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series C preferred stock, voting together as a single class, each share of series C preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $0.00004. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

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

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

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

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

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

Conversion Rights. Each share of series E preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series E preferred stock, voting together as a single class, each share of series E preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

Redemption Rights. If the Company’s common stock is listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), the Company shall have the right (but not the obligation) to redeem shares of series E preferred stock at a price per share of $50,000.

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

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

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

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

Conversion Rights. Each share of series F-1 preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series F-1 preferred stock, voting together as a single class, each share of series F-1 preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

Redemption Rights. Holders of series F-1 preferred stock do not have any redemption rights.

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

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

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

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

Conversion Rights. Each share of series I preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $10,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series I preferred stock, voting together as a single class, each share of series I preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

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

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

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

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

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

Conversion Rights. Each share of series J preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series J preferred stock, voting together as a single class, each share of series J preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

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

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

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

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

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

Conversion Rights. Each share of series L preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. In addition, upon the earlier to occur of: (a) the closing of the sale of shares of common stock to the public at a price of at least $3.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a public offering pursuant to an effective registration statement or offering statement under the Securities Act resulting in at least $3,000,000 of gross proceeds to the Company, (b) the date on which the shares of common stock of the Company are listed on a national stock exchange, including without limitation the New York Stock Exchange, NYSE American or the Nasdaq Stock Market (any tier), or (c) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 67% of the then outstanding shares of series L preferred stock, voting together as a single class, each share of series L preferred stock shall be automatically converted into such number of shares of common stock as is determined by dividing the stated value ($4.00 per share) by a conversion price of $2.00. Such conversion price is subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events.

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

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

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

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

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

Conversion Rights. Each share of series R preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into such number of shares of common stock as is determined by dividing the stated value of $1,200 by a conversion price of $1,200 (subject to standard adjustments in the event of any stock dividends, stock splits, stock reclassifications and similar events).

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

During the nine months ended September 30, 2023, the Company executed the following transactions:

During the nine months ended September 30, 2022, the Company executed the following transactions:

During the nine months ended September 30, 2023, the Company executed the following transactions:

During the nine months ended September 30, 2022, the Company executed the following transactions:

The table below sets forth warrant activity for the nine months ended September 30, 2023:

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

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

The Company had no net liabilities of discontinued operations at ~~March 31,~~September 30, 2023 and December 31, 2022. The Company had $0$0 and ~~$19,215~~$363,895 of ~~loss~~gain from discontinued operations for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The Company had $0 and $328,353 of gain from discontinued operations for the nine months ended September 30, and 2022, respectively.

The following table shows the Company’s goodwill balances by reportable segment. The Company reviews goodwill for impairment on a reporting unit basis annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, the Company had no goodwill impairment.

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

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

The Company recorded operating lease expense of $~~77,852~~76,466 and $~~134,000~~60,878 for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively, and the Company recorded operating lease expense of $210,696 and $231,028 for the nine months ended September 30, 2023 and 2022, respectively.

The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives to the Chief Executive Officer based on his employment agreement since July 1, 2020, of which currently 50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of ~~March 31,~~September 30, 2023 and December 31, 2022 were $~~1,935,500~~2,115,500 and $1,870,500, respectively.

The Company agreed to pay $360,000 per year and $200,000 of targeted annual incentives to the Chairman of the Board based on his employment agreement since July 1, 2020, of which currently 50% is paid in cash and 50% is accrued. The total outstanding accrued compensation as of September 30, 2023 and December 31, 2022 ~~and December 31, 2021~~ were $~~1,952,000~~2,132,000 and $1,863,000, respectively.

The Company agreed to pay $156,000 per year to the previous Chief Financial Officer based on his amended employment agreement executed on May 15, 2021. The total outstanding accrued compensation as of ~~March 31,~~September 30, 2023 and December 31, 2022 was $17,057.

The Company entered into a Management Agreement effective May 31, 2021 for compensation to the principals of Nova in the form of an annual base salaries of $372,000to one of the three doctors, $450,000to the second, and $372,000to the third doctor. Collectively, as a group, such principals will receive an annual cash bonus and stock equity set forth below, which will be conditioned upon the Company achieving 100% of the annual objectives of financial performance goals as set forth below.

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

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

~~Due to operating losses, there is no provision for current federal or state income taxes for the three months ended March 31, 2023 and 2022.~~

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

~~At March 31, 2023 and December 31, 2022, the Company had federal and state net operating loss carry forwards of approximately~~ $~~22,429,214~~ ~~that expire in various years through the year 2039.~~

The Company has ~~four~~three reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information:

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

The Affordable Housing segment leases and sells mobile homes as an option for a homeowner wishing to avoid large down payments, expensive maintenance costs, large monthly mortgage payments and high property taxes and insurance which is a common trait of brick-and-mortar homes. Additionally, if bad credit is an issue preventing potential homeowners from purchasing a traditional house, the Company will provide a "lease to own" option so people secure their family home.

The Tax Resolution Services segment provides tax resolution services to individuals and companies that have federal and state tax liabilities. The Company collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts.

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

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

The Company has evaluated its operations subsequent to ~~March 31,~~September 30, 2023 to the date these condensed consolidated financial statements were issued and determined there was subsequent events or transactions the required recognition or disclosure in these consolidated financial statements.

The Company received the first net cash advance in the amount of $861,071 on October 9, 2023 from DML HC Series, LLC for the sale of accounts receivable and future claims in the amount of $1,428,571. (See Note 7)

On ~~May 25,~~October 20, 2023, the Company issued ~~3,150~~5,000 shares of ~~Series~~series B ~~Preferred Stock to Zia Choe, Interim Chief Financial Officer. These shares were fully vested upon grant.~~preferred stock as compensation for the manager of Platinum Tax as bonus compensation.

On ~~June 5,~~November 7, 2023, Platinum Tax was dissolved due to the significant decline in revenues and recurring operating losses.

On various dates in October and November 2023, the Company ~~executed a seventh tranche under Convertible Note 40 in the principal amount of $136,667, less original issue discount and fee of $39,167.~~

~~On June 22, 2023, 8,200,562~~issued 227,000,000 shares of ~~series K preferred~~common stock ~~were cancelled in connection with terminated acquisition~~upon the conversion of ~~Red Rock.~~accrued interest and conversion cost of $17,400 and $1,000, respectively. (See Note 10, 37-2, and 40-1)

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

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

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

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

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

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

All of our operations are conducted through, and our income derived from, our various subsidiaries. We operate the following businesses through our wholly owned subsidiaries.

We previously owned We Three,, LLC dba Affordable Housing Initiative, or AHI, which was acquired on May 15, 2014 and sold on October 31, 2022. AHI leased and sold mobile homes and also provided a “lease to own” option.

During the three months ~~March 31,~~ended September 30, 2023 and 2022, we had ~~four~~three reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information:

The financial services segment provides tax resolution services to individuals and companies that have federal and state tax liabilities. It collects fees based on efforts to negotiate and assist in the settlement of outstanding tax debts.

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

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

We had no net liabilities of discontinued operations at ~~March 31,~~September 30, 2023 and December 31, 2022. We had $0 and ~~$19,215~~$363,895 of ~~loss~~gain from discontinued operations for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. We had $0 and $328,353 of gain from discontinued operations for the nine months ended September 30, 2023 and 2022, respectively.

The following table sets forth key components of our results of operations during the three months ended ~~March 31,~~September 30, 2023 and 2022, both in dollars and as a percentage of our revenue.

	March 31, 2023						March 31, 2022						September 30, 2023					September 30, 2022
	Amount			% of Revenue			Amount			% of Revenue			Amount			% of Revenue		Amount			% of Revenue
Revenue
Financial services	$	154,399			5.40%		$	464,843			16.04%		$	32,264			0.94 %	$	219,872			6.62 %
Healthcare		2,706,399			94.60%			2,432,307			83.96%			3,405,860			99.06 %		3,103,409			93.38 %
Total revenue		2,860,798			100.00%			2,897,150			100.00%			3,438,124			100.00 %		3,323,281			100.00 %
Cost of sales
Financial services		26,829			0.94%			212,446			7.33%			5,604			0.16 %		39,963			1.20 %
Healthcare		956,295			33.43%			903,782			31.20%			551,424			16.04 %		1,094,794			32.94 %
Total cost of sales		983,124			34.37%			1,116,228			38.53%			557,028			16.20 %		1,134,757			34.15 %
Gross profit		1,877,674			65.63%			1,780,922			61.47%			2,881,096			83.80 %		2,188,524			65.85 %
Operating expenses
Depreciation expense		4,635			0.16%			5,783			0.20%			3,365			0.11 %		5,783			0.17 %
Selling, general and administrative		1,159,478			40.53%			1,053,656			36.37%			607,745			17.68 %		685,026			20.61 %
Total operating expenses		1,164,113			40.69%			1,059,439			36.57%			611,110			17.77 %		690,809			20.79 %
Income from operations		713,561			24.94%			721,483			24.90%			2,269,986			66.02 %		1,497,715			45.07 %
Other income (expense)
Other income		205			0.01%			–			–			–			–		(2	)		(0.00)%
Gain on forgiveness of debt		390			0.01			–			–			–			–		1,397,271			42.04 %
Interest expense and finance charge														(226,418	)		(6.59)%		(3,430,785	)		(103.23)%
Conversion cost														(1,000	)		(0.03)%		–			–
Penalties and fees		(15,000	)		(0.52	)%		–			–			(15,000	)		(0.44)%		–			–
Interest expense and finance charge		(695,164	)		(24.30	)%		(2,220,176	)		(76.63	)%
Conversion cost penalty and reimbursement		(2,000	)		(0.07	)%		–			–
Amortization of debt discounts		(17,983	)		(0.63	)%		(44,546	)		(1.54	)%		(46,048	)		(1.34)%		(92,868	)		(2.79)%
Total other income (expense)		(729,552	)		(25.50	)%		(2,264,722	)		(78.17	)%
Net loss before discontinued operations		(15,991	)		(0.56	)%		(1,543,239	)		(53.27	)%
Loss from discontinued operations		–			–			(19,215	)		(0.66	)%
Net loss	$	(15,991	)		(0.56	)%	$	(1,562,454	)		(53.93	)%
Deemed dividends on preferred stock		(336,811	)		(11.77	)%		–			–
Net loss attributable to common shareholders	$	(352,802	)		(12.33	)%		–			–
Total other expense, net														(288,466	)		(8.39)%		(2,126,384	)		(63.98)%
Net income (loss) before discontinued operations														1,981,520			57.63 %		(628,669	)		(18.92)%
Gain from discontinued operations														–			–		363,895			10.95 %
Net income (loss)													$	1,981,520			57.63 %	$	(264,774	)		(7.97)%

Revenue. Our total revenue ~~decreased~~increased by ~~$36,352,~~$114,843, or ~~1.25%~~3.46%, to ~~$2,860,798~~$3,438,124 for the three months ended ~~March 31,~~September 30, 2023 from ~~$2,897,150~~$3,323,281 for the three months ended ~~March 31,~~September 30, 2022. Such ~~decrease~~increase was primarily due to ~~decreases in revenue from the financial services, offset by~~ an increase in revenue from the healthcare segment.

The financial services segment generates revenue through the provision of tax resolution services to individuals and business owners. Revenue from the financial services segment decreased by ~~$310,444,~~$187,608, or ~~66.78%~~85.33%, to ~~$154,399~~$32,264 for the three months ended ~~March 31,~~September 30, 2023 from ~~$464,843~~$219,872 for the three months ended ~~March 31,~~September 30, 2022. Such decrease was primarily due to the loss of sales leads from the discontinued service with Optima Tax Relief, which affected the significant revenue reduction in the tax resolution business.

The healthcare segment generates revenue through a full range of diagnostic and surgical services. Revenue from the healthcare services segment increased by ~~$274,092,~~$302,451, or ~~11.27%~~9.75%, to ~~$2,706,399~~$3,405,860 for the three months ended ~~March 31,~~September 30, 2023 from ~~$2,432,307~~$3,103,409 for the three months ended ~~March 31,~~September 30, 2022. Such increase was primarily due to increased patients and Personal Injury Protection (PIP) services.

Cost of sales. Our total cost of sales decreased by ~~$133,104,~~$577,729 or ~~11.92%~~50.91%, to ~~$983,124~~$557,028 for the three months ended ~~March 31,~~September 30, 2023 from ~~$1,116,228~~$1,134,757 for the three months ended ~~March 31,~~September 30, 2022. Such a decrease was primarily due to a decrease ~~from the financial service segment, offset by an increase~~in contractor services from the healthcare segment and terminated employees in the financial services segment due to the decreased revenue from financial service segment. As a percentage of revenue, our total cost of sales was ~~34.37%~~16.20% and ~~38.53%~~34.15% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

Cost of sales for the financial services segment consists of advertising, contract labor and merchant fees. Cost of sales for the financial services segment decreased by ~~$185,617,~~$34,359, or ~~87.37%~~85.98%, to ~~$26,829~~$5,604 for the three months ended ~~March 31,~~September 30, 2023 from ~~$212,446~~$39,963 for the three months ended ~~March 31,~~September 30, 2022. As a percentage of financial services revenue, cost of sales was ~~17.38%~~0.16% and ~~45.70%~~1.20% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. Such a decrease was generally in line with the decrease in revenue from this segment.

Cost of sales for the healthcare segment consists of surgical center fees, physician and professional fees, salaries and wages and medical supplies. Cost of sales from the healthcare services segment ~~increased~~decreased by ~~$52,513,~~$543,370, or ~~5.81%~~49.63%, to ~~$956,295~~$551,424 for the three months ended ~~March 31,~~September 30, 2023 from ~~$903,782~~$1,094,794 for the three months ended ~~March 31,~~September 30, 2022. As a percentage of healthcare revenue, cost of sales was ~~35.33%~~16.04% and ~~37.16%~~32.94% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. This ~~slight increase~~decrease was ~~primarily~~ due to ~~increased labor costs.~~decreased surgical and laboratory contracted services.

Gross profit. As a result of the foregoing, our total gross profit increased by ~~$96,752,~~$692,572, or ~~5.43%~~31.65%, to ~~$1,877,674~~$2,881,096 for the three months ended ~~March 31,~~September 30, 2023 from ~~$1,780,922~~$2,188,524 for three months ended ~~March 31,~~September 30, 2022. Our total gross ~~margin~~profit (percent of revenue) was ~~65.63%~~83.80% and ~~61.47%~~65.85% for ~~three months ended March 31,~~September 30, 2023 and 2022, respectively.

Gross profit for the financial services segment decreased by ~~$124,827,~~$153,249, or ~~49.46%~~85.18%, to ~~$127,570~~$26,660 for the three months ended ~~March 31,~~September 30, 2023 from ~~$252,397~~$179,909 for the three months ended ~~March 31,~~September 30, 2022. Gross ~~margin~~profit (percent of revenue) for the financial services segment was ~~82.62%~~82.63% and ~~54.30%~~81.82% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

Gross profit for the healthcare services segment increased by ~~$221,579,~~$845,821, or ~~14.5%~~42.11%, to ~~$1,750,104~~$2,854,436 for the three months ended ~~March 31,~~September 30, 2023 from ~~$1,528,525~~$2,008,615 for the three months ended ~~March 31,~~September 30, 2022. Gross ~~margin~~profit (percent of revenue) for the healthcare segment was ~~64.67%~~83.81% and ~~62.84% for the~~64.72% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

Depreciation expense. Our depreciation expense was ~~$4,635,~~$3,365, or ~~0.16%~~0.10% of revenue, for the three months ended ~~March 31,~~September 30, 2023, as compared to $5,783, or ~~0.20%~~0.17% of revenue, for the three months ended ~~March 31,~~September 30, 2022.

Selling, general and administrative expenses. Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel expenses, including employee salaries and bonuses plus related payroll taxes, advertising expenses, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general and administrative expenses ~~increased~~decreased by ~~$105,822,~~$77,281, or ~~10.04%~~11.28%, to ~~$1,159,478~~$607,745 for the three months ended ~~March 31,~~September 30, 2023 from ~~$1,053,656~~$685,026 for the three months ended ~~March 31,~~September 30, 2022. As a percentage of revenue, our selling, general and administrative expenses were ~~40.69%~~17.68% and ~~36.37%~~20.61% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. Such ~~increase~~decrease was primarily due to the ~~bad debt~~significant terminated employees in the financial services segment due to the decreased revenue and decreased laboratory fees and travel expense ~~for allowances for doubtful accounts relating to~~in our healthcare services business.

Total other income (expense). We had ~~$729,552~~$288,466 in total other expense, net, for the three months ended ~~March 31,~~September 30, 2023, as compared to other expense, net, of ~~$2,264,722~~$2,126,384 for the three months ended ~~March 31,~~September 30, 2022. Other ~~expense,~~expenses, net, for the three months ended ~~March 31,~~September 30, 2023 consisted of interest expense and finance charges of ~~$695,164,~~$226,418, amortization of debt discounts of ~~$17,983,~~$46,048, financing penalties and fees of $15,000 and conversion ~~cost penalty and reimbursement related to convertible note~~costs of ~~$2,000, offset by other income of $595.~~$1,000. Other expense, net, for the three months ended ~~March 31,~~September 30, 2022, consisted of interest expense and finance charges of ~~$2,220,176~~$3,430,785 and amortization of debt discounts of ~~$44,546.~~$92,868, offset by gain on forgiveness of debt of $1,397,271.

Discontinued operations. For the three months ended ~~March 31,~~September 30, 2023 and 2022, we recorded a ~~loss~~gain from discontinued operations of $0 and ~~$19,215,~~$363,895, respectively.

Net ~~loss~~income (loss). As a result of the cumulative effect of the factors described above, our net ~~loss~~income was ~~$15,991~~$1,981,520 for the three months ended ~~March 31,~~September 30, 2023, as compared to net loss of ~~$1,562,454~~$264,774 for the three months ended ~~March 31,~~September 30, 2022, an increase of ~~$1,546,463,~~$2,246,294, or ~~98.98%~~848.38%.

The following table sets forth key components of our results of operations during the nine months ended September 30, 2023 and 2022, both in dollars and as a percentage of our revenue.

Revenue. Our total revenue increased by $470,068, or 5.05%, to $9,781,731 for the nine months ended September 30, 2023 from $9,311,663 for the nine months ended September 30, 2022. Such increase was primarily due to an increase in revenue from the healthcare segment.

Revenue from the financial services segment decreased by $851,762, or 73.64%, to $304,967 for the nine months ended September 30, 2023 from $1,156,729 for the nine months ended September 30, 2022. Such decrease was primarily due to the loss of sales leads from the discontinued service with Optima Tax Relief, which affected the significant revenue reduction in the tax resolution business.

Revenue from the healthcare services segment increased by $1,321,830, or 16.21%, to $9,476,764 for the nine months ended September 30, 2023 from $8,154,934 for the nine months ended September 30, 2022. Such an increase was primarily due to increased Personal Injury Protection (PIP) services.

Cost of sales. Our total cost of sales decreased by $704,466 or 21.04%, to $2,643,137 for the nine months ended September 30, 2023 from $3,347,603 for the nine months ended September 30, 2022. Such decrease was primarily due to a decrease from both financial service segment and healthcare segment. As a percentage of revenue, our total cost of sales was 27.02% and 35.95% for the nine months ended September 30, 2023 and 2022, respectively.

Cost of sales for the financial services segment decreased by $311,455, or 85.29%, to $53,730 for the nine months ended September 30, 2023 from $365,185 for the nine months ended September 30, 2022. As a percentage of financial services revenue, cost of sales was 0.55% and 3.92% for the nine months ended September 30, 2023 and 2022, respectively. Such a decrease was generally in line with the decrease in revenue from this segment.

Cost of sales from the healthcare services segment decreased by $393,011, or 13.18%, to $2,589,407 for the nine months ended September 30, 2023 from $2,982,418 for the nine months ended September 30, 2022. As a percentage of healthcare revenue, cost of sales was 26.47% and 32.03% for the nine months ended September 30, 2023 and 2022, respectively. This decrease was due to decreased surgical contracted services and laboratory fees.

Gross profit. As a result of the foregoing, our total gross profit increased by $1,174,534, or 19.69%, to $7,138,594 for the nine months ended September 30, 2023 from $5,964,060 for the nine months ended September 30, 2022. Our total gross profit (percent of revenue) was 72.98% and 64.05% for the nine months ended September 30, 2023 and 2022, respectively.

Gross profit for the financial services segment decreased by $540,307, or 68.26%, to $251,237 for the nine months ended September 30, 2023 from $791,544 for the nine months ended September 30, 2022. Gross profit (percent of revenue) for the financial services segment was 82.38% and 68.43% for the nine months ended September 30, 2023 and 2022, respectively.

Gross profit for the healthcare services segment increased by $1,714,841, or 33.15%, to $6,887,357 for the nine months ended September 30, 2023 from $5,172,516 for the nine months ended September 30, 2022. Gross profit (percent of revenue) for the healthcare segment was 72.68% and 63.43% for the nine months ended September 30, 2023 and 2022, respectively.

Depreciation expense. Our depreciation expense was $11,365, or 0.12% of revenue, for the nine months ended September 30, 2023, as compared to $17,349, or 0.19% of revenue, for the nine months ended September 30, 2022.

Selling, general and administrative expenses. Our selling, general and administrative expenses decreased by $187,992, or 7.16%, to $2,437,511 for the nine months ended September 30, 2023 from $2,625,503 for the nine months ended September 30, 2022. As a percentage of revenue, our selling, general and administrative expenses were 24.92% and 28.20% for the nine months ended September 30, 2023 and 2022, respectively. Such decrease was primarily due to the significant terminated employees in the financial services segment due to the decreased revenue and decreased laboratory fees and travel expense into our healthcare services business.

Total other income (expense). We had $1,908,110 in total other expense, net, for the nine months ended September 30, 2023, as compared to other expense, net, of $5,538,615 for the nine months ended September 30, 2022. Other expense, net, for the nine months ended September 30, 2023 consisted of interest expense and finance charges of $1,766,041, amortization of debt discounts of $94,664, financing penalties and fees of $45,000 and conversion costs related to convertible note of $3,000, offset by gain on forgiveness of debt of $390 and other income of $205. Other expenses, net, for the nine months ended September 30, 2022 consisted of interest expense and finance charges of $6,686,772 and amortization of debt discounts of $249,120, offset by gain on forgiveness of debt of $1,397,271 and other income of $6.

Discontinued operations. For the nine months ended September 30, 2023 and 2022, we recorded a gain from discontinued operations of $0 and $328,353, respectively.

Net income (loss). As a result of the cumulative effect of the factors described above, our net income was $2,781,608 for the nine months ended September 30, 2023, as compared to net loss of $1,889,054 for the nine months ended September 30, 2022, an increase of $4,670,662, or 247.25%.

As of ~~March 31,~~September 30, 2023, we had ~~$350,329~~$181,343 in cash. To date, we have financed our operations primarily through revenue generated from operations, sales of securities, advances from stockholders and third-party and related party debt.

We believe, based on our operating plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations as they come due for at least one year from the financial statement issuance date. However, additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional businesses. The funds required to sustain operations ranges between $600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $5 million to $7 million. If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash required to execute our business plan could be as much as $10 million.

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

The following table provides detailed information about our net cash flow for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022.

	Three Months Ended March 31,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net cash used in operating activities from continuing operations	$	(189,507	)	$	(376,453	)	$	(603,392	)	$	(414,616	)
Net cash from discontinued operations		–			19,215			–			(328,353	)
Net cash provided by financing activities		313,034			300,307			557,933			407,480
Net change in cash		123,527			(56,931	)		(45,459	)		(335,489	)
Cash and cash equivalents at beginning of period		226,802			595,987			226,802			595,987
Cash and cash equivalents at end of period	$	350,329		$	539,056		$	181,343		$	260,498

Our net cash used in operating activities from continuing operations was ~~$189,507~~$603,392 for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, as compared to ~~$376,453~~$414,616 for the ~~three~~nine months ended ~~March 31,~~September 30, 2022. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, our net ~~loss~~income of ~~$15,991,~~$2,781,608, an increase in accounts payable and accrued expenses of $687,135, an increase in accrued officer’s compensation of $514,000, an increase in accrued interest of $380,020, an increase in bad debt expense of $270,000, an increase in amortization of debt discount of $94,664, and an increase in fair value settled upon conversion of ~~$123,566, accounts payable and accrued expenses of $241,945, an increase in accrued officer’s compensation of $154,000 and an increase in accrued interest of $123,074,~~$141,406, offset by ana decrease in accounts receivable of ~~$1,111,636,~~$5,509,958, were the primary drivers ~~for the~~of our net cash used in ~~operations.~~operating activities. For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, our net loss of ~~$1,562,454 and~~$1,889,054, a ~~increase~~decrease in accounts receivable of ~~$343,840,~~$782,494, a decrease in gain on refinancing debt of $1,397,271 and a decrease in accrued interest of $219,082, offset by ~~increased~~increase in accounts payable and accrued expense of ~~$569,508 and~~$319,232, an increase in accrued officers’ compensation of ~~$120,000,~~$500,000, an increase in capital stock to be issued of $545,333, an increase of the amortization of debt discount of $249,120, an increase of non-cash items of $324,563 and loss on finance penalties and fees of $1,923,916, were the primary drivers ~~for the~~of our net cash used in ~~operations.~~operating activities.

We had no investing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022.

Our net cash provided by financing activities was ~~$313,034~~$557,933 for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, as compared to ~~$300,307~~$407,480 for the ~~three~~nine months ended ~~March 31, 2023.~~September 30, 2022. Net cash provided by ~~operating~~financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 consisted of proceeds from convertible notes payable of ~~$240,000,~~$421,375, proceeds from related party notes payable of ~~$54,000~~$129,220 and proceeds from line of credit of ~~$37,000,~~$44,254, offset by repayments of line of credit and SBA loan of ~~$16,381,~~$30,584 and payment of related party notes payable of ~~$835 and payment of the SBA loan described below of $750.~~$6,332. Net cash provided by financing activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 consisted of proceeds from convertible notes payable of ~~$405,730~~$729,083 and proceeds from related party notes payable of ~~$4,803,~~$5,065, offset by preferred stock dividends of ~~$102,746,~~$310,522, repayment of convertible notes payable of $5,908, payment of related party notes payable of ~~$816~~$7,948 and payment of the SBA loan described below of ~~$756.~~$2,290.

As of ~~March 31,~~September 30, 2023, we had convertible debt outstanding net of amortized debt discount of ~~$3,717,936.~~$3,952,581. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, we received net proceeds of ~~$240,000~~$421,375 from convertible notes and converted ~~$58,800~~$87,460 of convertible debt, ~~$5,873~~$12,073 in accrued interest and ~~$1,390~~$3,000 in ~~penalties and fees~~conversion cost into ~~118,682,378~~274,682,378 shares of common stock. The Company recognized ~~$123,566~~$141,406 of interest expense and additional paid-in capital to adjust fair value for the debt settlement during the ~~three~~nine months ended ~~March 31,~~September 30, 2023. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, ~~and 2022,~~ we recorded amortization of debt discounts of ~~$17,983 and $44,546, respectively.~~$94,664.

The following is a schedule of convertible notes payable outstanding as of ~~March 31,~~September 30, 2023:

Note #	Issuance Date	Maturity Date	Principal Balance		Accrued Interest		Unamortized Debt Discount		Issuance Date	Maturity Date	Principal Balance		Accrued Interest		Unamortized Debt Discount
9	09/12/2016	09/12/2017		50,080		16,627		–	09/12/2016	09/12/2017	$	50,080	$	21,648	$	–
10	01/24/2017	1/24/2018		55,000		72,588		–	01/24/2017	1/24/2018		55,000		78,103		–
10-1	02/10/2023	02/10/2024		50,000		1,007		–	02/10/2023	02/10/2024		50,000		4,767		–
10-2	03/30/2023	03/30/2024		25,000		10			03/30/2023	03/30/2024		25,000		1,890		–
10-3									08/11/2023	08/11/2024		25,000		514		–
29-2	11/08/2019	11/08/2020		36,604		22,326		–	11/08/2019	11/08/2020		36,604		26,731		–
31	08/28/2019	08/28/2020		–		8,385		–	08/28/2019	08/28/2020		–		8,385		–
37-1	09/03/2020	06/30/2021		113,666		38,801		–	09/03/2020	06/30/2021		113,667		59,059		–
37-2	11/02/2020	08/31/2021		113,167		37,533		–	11/02/2020	08/31/2021		113,167		57,746		–
37-3	12/29/2020	09/30/2021		113,167		36,497		–	12/29/2020	09/30/2021		113,166		56,710		–
38	02/09/2021	02/09/2022		47,200		31,260		–	02/09/2021	02/09/2022		18,540		35,181		–
39	04/26/2021	04/26/2022		168,866		48,844		–	04/26/2021	04/26/2022		168,866		67,470		–
40-1	09/22/2022	09/22/2023		2,600,000		131,342		–	09/22/2022	09/22/2023		2,600,000		255,499		–
40-2	11/04/2022	11/04/2023		68,666		2,765		10,253	11/04/2022	11/04/2023		68,666		6,208		4,327
40-3	11/28/2022	11/28/2023		68,667		2,313		11,382	11/28/2022	11/28/2023		68,667		5,756		4,327
40-4	12/21/2022	12/21/2023		68,667		1,880		12,464	12/21/2022	12/21/2023		68,667		5,323		4,327
40-5	01/24/2023	01/24/2024		90,166		1,630		19,387	01/24/2023	01/24/2024		90,166		6,151		5,965
40-6	03/21/2023	03/21/2024		138,167		379		35,661	03/21/2023	03/21/2024		139,166		7,359		9,242
40-7									6/5/2023	6/5/2024		139,166		4,461		24,913
40-8									6/13/2023	6/13/2024		21,167		632		3,624
40-9									7/19/2023	7/19/2024		35,500		710		7,100
40-10									7/24/2023	7/24/2024		14,000		261		2,849
41									8/25/2023	8/25/2024		5,000		49		–
			$	3,807,083	$	454,578	$	89,147			$	4,019,255	$	710,613	$	66,674

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

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

Note 29-2. On May 10, 2019, we issued a convertible promissory note in the principal amount of $150,000. On November 8, 2019, this note (Note 29) was purchased by and assigned to an unrelated party. The amount assigned was the existing principal amount of $150,000 and accrued interest of ~~$5,917.81,~~$5,918, which was issued as Note 29-1, plus a new convertible promissory note in the principal amount of $62,367.12, which was issued as Note 29-2. Note 29-2 is currently in default and accrues interest at a default interest rate of 24% per annum.

Note 31. On August 28, 2019, we issued a convertible promissory note in the principal amount of $120,000, which matured on August 28, 2020. Note 31 is currently in default and accrues interest at a default interest rate of 24% per annum.

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

Note 38. On February 9, 2021, we issued a convertible promissory note in the principal amount $103,500, which matured on February 9, 2022. Note 38 is currently in default and accrues interest at a default interest rate of 22% per annum.

Note 39. On April 26, 2021, we issued a convertible promissory note in the principal amount $153,500, which matured on May 10, 2022. Note 39 is currently in default and accrues interest at a default interest rate of 22% per annum.

~~Notes~~Note 40-1 ~~40-2, 40-3, 40-4, 40-5 and 40-6~~through 40-10. On September 22, 2022, we issued a convertible promissory note in the principal amount of $2,600,000 in exchange for total of $4,791,099 of defaulted promissory notes balances (Note 40-1). On November 4, 2022, we executed a second tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-2). On November 28, 2022, we executed the third tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-3). On November 28, 2022, we executed a fourth tranche under this note in the principal amount of $68,667, less an original issue discount and fee of $18,667 (Note 40-4). On January 24, 2023, we executed a fifth tranche under this note in the principal amount of ~~$88,667,~~$90,166, less an original issue discount and fee of $25,166 (Note 40-5). On March 21, 2023, we executed a sixth tranche under this note in the principal amount of $136,666, less an original issue discount and fee of $39,166 (Note 40-6). On June 5, 2023, we executed a seventh tranche under this note in the principal amount of $136,667, less original issue discount and fee of $39,167 (Note 40-7). On June 13, 2023, we executed an eighth tranche under this note in the principal amount of $21,167, less original issue discount and fee of $5,167 (Note 40-8). On July 19, 2023, we executed a ninth tranche under this note in the principal amount of $35,500, less an original issue discount and fee of $8,875 (Note 40-9). On July 24, 2023, we executed a tenth tranche under this note in the principal amount of $14,000, less an original issue discount and fee of $3,500 (Note 40-10). All of the Note 40 tranches mature in one year from the note issuance date and accrue interest at a rate of 10% per annum.

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

In February 2018, we entered into a revolving line of credit with a financial institution for $92,500 which was personally guaranteed by the manager of Platinum Tax. The loan accrues interest at ~~11.20%~~11.95% as of ~~March 31,~~September 30, 2023. As of ~~March 31,~~September 30, 2023, the outstanding balance was ~~$20,619.~~$8,622.

On September 29, 2023, we entered into a two-year revolving purchase and security agreement with DML HC Series, LLC to sell Nova’s accounts receivables for a revolving financing up to a maximum advance amount of $4.5 million. As of September 30, 2023, we had no outstanding balance against the revolving receivable line of credit.

On June 2, 2020, we obtained a loan from the U.S. Small Business Administration, or SBA, in the principal amount of $150,000 with an interest rate of 3.75% and a maturity date of June 2, 2050. We reclassified $5,723 of accrued interest to the principal amount for the ~~three~~nine months ended ~~March 31,~~September 30, 2023. The principal balance and accrued interest at ~~March 31,~~September 30, 2023 was ~~$149,633~~$149,655 and $0, respectively.

On March 12, 2009, we issued a debenture in the principal amount of $20,000. The debenture bears interest at 12% per annum and matured on September 12, 2009. The balance of the debenture was $10,989 at ~~March 31,~~September 30, 2023 and the accrued interest was ~~$6,554.~~$7,215. We assigned all of our receivables from consumer activations of our rewards program as collateral on this debenture.

From time to time, the previous owner and current manager of Platinum Tax loaned funds to Platinum Tax to cover short term operating needs. The amount owed as of ~~March 31,~~September 30, 2023 was ~~$90,189.~~$159,662.

In connection with the acquisition of Edge View on July 16, 2014, we assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand and do not bear interest. The balance of these amounts are $4,979 as of ~~March 31,~~September 30, 2023.

We have obtained short-term advances from the Chairman of the Board that are non-interest bearing and due on demand. As of ~~March 31,~~September 30, 2023, we owed the Chairman ~~$123,192.~~$123,442.

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

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission, or the SEC, on ~~June 6,~~September 30, 2023.

As of ~~March 31,~~September 30, 2023, we had no off-balance sheet arrangements.

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

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of ~~March 31,~~September 30, 2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which we are still in the process of remediating as of ~~March 31,~~September 30, 2023, our disclosure controls and procedures were not effective. Specifically, we did not design and maintain effective controls related to separation of duties as it relates to the preparation and review of financial statements and monitoring, documenting over internal control procedures and environment. Investors are directed to Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for the description of these weaknesses.

We have evaluated the material weakness described above and our management and board of directors are committed to the design and successful implementation of internal control over financial reporting as promptly as possible. We currently plan to evaluate our updated internal controls design and determine whether the controls have operated effectively during the year ended of 2023 in order to fully remediate the aforementioned material weakness in our internal control over financial reporting.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, our management has identified the steps necessary to address the material weaknesses, and in the ~~first~~third quarter of 2023, we continued to implement the following remedial procedures:

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

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the ~~first~~third quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

We have not sold any equity securities during the three months ended ~~March 31,~~September 30, 2023 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

We did not repurchase any of our common shares during the three months ended ~~March 31,~~September 30, 2023.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Nevada		84-1044583
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~3200 Bel Air Drive~~3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV		~~89109~~89169
(Address of principal executive offices)		(Zip Code)

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

~~PART I~~
~~FINANCIAL INFORMATION~~
Item 1.	Financial Statements	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3240
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4151
Item 4.	Controls and Procedures	4151


~~PART II~~
~~OTHER INFORMATION~~
Item 1.	Legal Proceedings	4353
Item 1A.	Risk Factors	4353
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4353
Item 3.	Defaults Upon Senior Securities	4353
Item 4.	Mine Safety Disclosures	4353
Item 5.	Other Information	4353
Item 6.	Exhibits	4354

		Page
Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2023 (Unaudited) and December 31, 2022 (Unaudited)		3
~~Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 (Unaudited) and 2022 (Unaudited and restated)~~		4
Condensed Consolidated Statements of ~~Stockholders’ Equity (Deficiency)~~Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		5
Condensed Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity (Deficiency) for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		7
Notes to Condensed Consolidated Financial Statements (Unaudited)		78


	Three Months Ended March 31,
	2023			2022 (Restated)
REVENUE
Financial services	$	154,399		$	464,843
Healthcare		2,706,399			2,432,307
Total revenue		2,860,798			2,897,150

COST OF SALES
Financial services		26,829			212,446
Healthcare		956,295			903,782
Total cost of sales		983,124			1,116,228

GROSS PROFIT		1,877,674			1,780,922

OPERATING EXPENSES
Depreciation expense		4,635			5,783
Selling, general and administrative		1,159,478			1,053,656
Total operating expenses		1,164,113			1,059,439

INCOME FROM OPERATIONS		713,561			721,483

OTHER INCOME (EXPENSE)
Other income		205			–
Gain on forgiveness of debt		390			–
Penalties and fees		(15,000	)		–
Interest expense and finance charge		(695,164	)		(2,220,176	)
Conversion cost penalty and reimbursement		(2,000	)		–
Amortization of debt discounts		(17,983	)		(44,546	)
Total other income (expense)		(729,552	)		(2,264,722	)

NET LOSS BEFORE DISCONTINUED OPERATIONS		(15,991	)		(1,543,239	)
LOSS FROM DISCONTINUED OPERATIONS		–			(19,215	)
NET LOSS FOR THE PERIOD	$	(15,991	)	$	(1,562,454	)
DEEMED DIVIDENDS ON PREFERRED STOCK		(336,811	)		–
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(352,802	)	$	(1,562,454	)

BASIC LOSS PER SHARE
Continuing operations	$	0.00		$	(0.01	)
Discontinued operations	$	0.00		$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC AND DILUTED		871,989,778			166,130,069


	Preferred Stock Series A, I, K			Preferred Stock Series B, D, E, F, F-1, G, H, L			Preferred Stock Series C and R			Treasury Stock
	Shares		Amount	Shares		Amount	Shares		Amount	Shares			Amount
Balance December 31, 2021 (Restated)	23,085,563	$	59,548,201	3,595,952	$	14,383,808	287	$	198,488	(619,345	)	$	(4,967,686	)
Dividend to preferred stock	–		–	–		–	–		–	–			–
Net loss	–		–	–		–	–		–	–			–
Balance, March 31, 2022 (Restated)	23,085,563	$	59,548,201	3,595,952	$	14,383,808	287	$	198,488	(619,345	)	$	(4,967,686	)

Balance December 31, 2022	23,085,563	$	59,548,201	4,350,907	$	17,403,628	287	$	198,488	–		$	–
Conversion of convertible notes payable	–		–	–		–	–		–	–			–
Dividend to preferred stock	–		–	–		–	–		–	–			–
Net loss	–		–	–		–	–		–	–			–
Balance, March 31, 2023	23,085,563	$	59,548,201	4,350,907	$	17,403,628	287	$	198,488	–		$	–


	Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance December 31, 2021 (Restated)	166,130,069	$	167,421	$	(3,479,126	)	$	(65,118,744	)	$	732,361
Dividend to preferred stock	–		–		–			(102,746	)		(102,746	)
Net loss	–		–		–			(1,562,454	)		(1,562,454	)
Balance, March 31, 2022 (Restated)	166,130,069	$	167,421	$	(3,479,126	)	$	(66,783,944	)	$	(932,839	)

Balance December 31, 2022	789,796,735	$	789,696	$	(8,554,368	)	$	(70,855,453	)	$	(1,469,808	)
Conversion of convertible notes payable	118,682,378		118,682		71,555			–			190,237
Dividend to preferred stock	–		–		–			(336,811	)		(336,811	)
Net loss	–		–		–			(15,991	)		(15,991	)
Balance, March 31, 2023	908,479,113	$	908,378	$	(8,482,813	)	$	(71,208,255	)	$	(1,632,373	)


	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2023			2022 (Restated)			2023			2022 (Restated)
REVENUE
Financial Services	$	32,264		$	219,872		$	304,967		$	1,156,729
Healthcare		3,405,860			3,103,409			9,476,764			8,154,934
Total revenue		3,438,124			3,323,281			9,781,731			9,311,663

COST OF SALES
Financial Services		5,604			39,963			53,730			365,185
Healthcare		551,424			1,094,794			2,589,407			2,982,418
Total cost of sales		557,028			1,134,757			2,643,137			3,347,603

GROSS PROFIT		2,881,096			2,188,524			7,138,594			5,964,060

OPERATING EXPENSES
Depreciation expense		3,365			5,783			11,365			17,349
Selling, general and administrative		607,745			685,026			2,437,511			2,625,503
Total operating expenses		611,110			690,809			2,448,876			2,642,852

INCOME FROM OPERATIONS		2,269,986			1,497,715			4,689,718			3,321,208

OTHER INCOME (EXPENSE)
Other income		–			(2	)		205			6
Gain on forgiveness of debt		–			1,397,271			390			1,397,271
Interest expense and finance charge		(226,418	)		(3,430,785	)		(1,766,041	)		(6,686,772	)
Conversion cost		(1,000	)		–			(3,000	)		–
Penalties and fees		(15,000	)		–			(45,000	)		–
Amortization of debt discounts		(46,048	)		(92,868	)		(94,664	)		(249,120	)
Total other expenses, net		(288,466	)		(2,126,384	)		(1,908,110	)		(5,538,615	)

NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS		1,981,520			(628,669	)		2,781,608			(2,217,407	)

GAIN FROM DISCONTINUED OPERATIONS		–			363,895			–			328,353

NET INCOME (LOSS) FOR THE PERIOD	$	1,981,520		$	(264,774	)	$	2,781,608		$	(1,889,054	)
DEEMED DIVIDENDS ON PREFERRED STOCK		(142,829	)		–			(605,384	)		–
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	1,838,691		$	(264,774	)	$	2,176,224		$	(1,889,054	)

BASIC INCOME (LOSS) PER SHARE
Continuing operations	$	0.00			0.00			0.00			(0.01	)
Discontinued operations	$	0.00			0.00			0.00			(0.00	)

DILUTED INCOME (LOSS) PER SHARE
Continuing operations	$	0.00			0.00			0.00			0.00
Discontinued operations	$	0.00			0.00			0.00			0.00

BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES – CONTINUED AND DISCONTINUED OPERATIONS		1,008,580,008			208,829,344			975,400,768			189,084,892
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES – CONTINUED AND DISCONTINUED OPERATIONS		59,608,730,482			208,829,344			67,983,088,742			189,084,892


	Three Months Ended March 31
	2023			2022 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(15,991	)	$	(1,562,454	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		4,635			10,814
Amortization of loan discount		17,983			44,546
Gain on forgiveness of debt		(390	)		–
Other noncash items, net		–			(66,054	)
Bad debt		270,000			–
Fair value settled upon conversion		123,566			–
Conversion and note issuance cost		5,000			–
(Increase) decrease in:
Accounts receivable		(1,111,636	)		343,840
Right of use – assets		29,300			103,119
Prepaid expenses and other current assets		–			8,000
Increase (decrease) in:
Accounts payable and accrued expense		241,945			569,508
Accrued officer’s compensation		154,000			120,000
Due from related parties		–			3,988
Accrued interest		123,074			110,559
Right of use – liabilities		(30,993	)		(62,319	)
Net cash used in operating activities		(189,507	)		(376,453	)

Net cash provided by discontinued operations - operating activities		–			19,215

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		240,000			405,730
Repayment of convertible notes payable		–			(5,908	)
Payment of SBA loan		(750	)		(756	)
Dividend on preferred stock		–			(102,746	)
Proceeds from credit line		37,000			–
Repayment of credit line		(16,381	)		–
Payment of notes payable related party		(835	)		(816	)
Proceeds from notes payable related party		54,000			4,803
Net cash provided by financing activities		313,034			300,307

NET (DECREASE) INCREASE IN CASH		123,527			(56,931	)
CASH, BEGINNING OF PERIOD		226,802			595,987
CASH, END OF PERIOD	$	350,329		$	539,056

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	1,503		$	22,709

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable and accrued interest	$	66,673		$	–
Debt discount from derivative liabilities	$	–		$	94,321


	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount			Capital			Deficit			Deficit
Balance December 31, 2021 (Restated)	166,130,069		$	167,421		$	(3,479,126	)	$	(65,118,744	)	$	732,361
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock	–			–			–			–			300,000
Cancellation of common stock	(35,000,000	)		(35,000	)		–			–			(35,000	)
Cancellation of series D preferred stock	–			–			–			–			(150,000	)
Cancellation of series H preferred stock	–			–			–			–			(150,000	)
Issuance of series J preferred stock	–			–			–			–			3,275,000
Issuance of common stock for settlement of Red Rock Travel	66,666,666			66,667			(46,667	)		–			20,000
Distribution of dividend	–			–			–			(310,522	)		(310,522	)
Net loss	–			–			–			(1,889,054	)		(1,889,054	)
Balance, September 30, 2022 (Restated)	197,796,735		$	199,088		$	(3,525,793	)	$	(67,318,320	)	$	1,792,785



Balance December 31, 2022	824,793,235		$	824,793		$	(8,581,264	)	$	(70,855,453	)	$	(1,469,808	)
Conversion of convertible notes payable	274,682,378			274,682			(30,747	)		–			243,935
Accrued dividend	–			–			–			(605,384	)		(605,384	)
Issuance of series B preferred stock	–			–			12,400			–			25,000
Issuance of series E preferred stock	–			–			(20,000	)		–			–
Net income	–			–			–			2,781,608			2,781,608
Balance, September 30, 2023	1,099,475,613		$	1,099,475		$	(8,619,611	)	$	(68,679,229	)	$	975,351

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

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

	·	Platinum Tax Defenders (“Platinum Tax”), which was acquired on July 31, 2018; and

	·	Nova Ortho and Spine, PLLC (“Nova”), which was acquired on May 31, 2021.

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

	·	Identification of a contract with a customer
	·	Identification of the performance obligations in the contact
	·	Determination of the transaction price
	·	Allocation of the transaction price to the separate performance allocation
	·	Recognition of revenue when performance obligations are satisfied.

	Level 1	Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

	Level 2	Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability through corroboration with market data at the measurement date.

	Level 3	Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

	Impact of correction of error
Three months ended March 31, 2022 (Unaudited)	As previously reported			Adjustments			As restated

Revenue	$	2,940,994		$	(43,844	)	$	2,897,150
Cost of sales		1,135,702			(19,474	)		1,116,228
Gross margin		1,805,292			(24,370	)		1,780,922
Operating expense		1,081,928			(22,489	)		1,059,439
Income from operations	$	723,364		$	(1,881	)	$	721,483
Other income (expense), net		(1,193,196	)		(1,071,526	)		(2,264,722	)
Net loss before discontinued operations		(469,832	)		(1,073,407	)		(1,543,239	)
Loss from discontinued operations		(16,622	)		(2,593	)		(19,215	)
Net loss	$	(486,454	)	$	(1,076,000	)	$	(1,562,454	)
Basic Loss per Share
Continued Operations		(0.01	)					(0.01	)
Discontinued Operations		0.01						–
Weighted Average Shares Outstanding - Basic Earnings Loss per Share
Continued Operations		166,130,069						128,021,527
Discontinued Operations		166,130,069						128,021,527

Schedule of account payable and accrued expenses
	March 31, 2023		December 31, 2022
Accounts payable	$	492,391	$	342,330
Accrued credit cards		10,325		45,722
Accrued expense – previously factored liability		954,366		776,414
Accrued income taxes, and other taxes		6,732		6,732
Accrued professional fees		479,609		573,040
Accrued advertising		69,656		69,656
Accrued payroll		57,411		14,292
Accrue expense - other		–		363
Accrued expense - dividend payable		–		210,046
Total	$	2,070,490	$	2,038,595

	Impact of correction of error
Three months ended September 30, 2022 (Unaudited)	As previously reported			Adjustments			As restated

Revenue	$	3,360,743		$	(37,462	)	$	3,323,281
Cost of sales		1,155,280			(20,523	)		1,134,757
Gross profit		2,205,463			(16,939	)		2,188,524
Operating expense		706,193			(15,384	)		690,809
Income from operations	$	1,499,270		$	(1,555	)	$	1,497,715
Other income (expense), net		(2,126,384	)		–			(2,126,384	)
Net loss before discontinued operations		(627,114	)		(1,555	)		(628,669	)
Loss from discontinued operations		362,340			1,555			363,895
Net loss	$	(264,774	)	$	–		$	(264,774	)
Basic Loss per Share
Continued Operations		(0.00	)					(0.00	)
Discontinued Operations		(0.00	)					(0.00	)
Weighted Average Shares Outstanding - Basic Earnings Loss per Share
Continued Operations		208,829,344						208,829,344
Discontinued Operations		208,829,344						208,829,344

	Impact of correction of error
Nine months ended September 30, 2022 (Unaudited)	As previously reported			Adjustments			As restated

Revenue	$	9,432,481		$	(120,818	)	$	9,311,663
Cost of sales		3,406,214			(58,611	)		3,347,603
Gross profit		6,026,267			(62,207	)		5,964,060
Operating expense		2,700,950			(58,098	)		2,642,852
Income from operations	$	3,325,317		$	(4,109	)	$	3,321,208
Other income (expense), net		(4,467,089	)		(1,071,526	)		(5,538,615	)
Net loss before discontinued operations		(1,141,772	)		(1,075,635	)		(2,217,407	)
Loss from discontinued operations		328,718			(365	)		328,353
Net loss	$	(813,054	)	$	(1,076,000	)	$	(1,889,054	)
Basic Loss per Share
Continued Operations	$	(0.00	)				$	(0.01	)
Discontinued Operations	$	(0.00	)				$	(0.00	)
Weighted Average Shares Outstanding - Basic Earnings Loss per Share
Continued Operations		189,084,892						189,084,892
Discontinued Operations		189,084,892						189,084,892

Schedule of accounts payable and accrued expenses
	September 30, 2023		December 31, 2022
Accounts payable	$	797,768	$	342,330
Accrued credit cards		29,316		45,722
Accrued expense – previously factored liability		1,466,371		776,414
Accrued income taxes, and other taxes		5,346		6,732
Accrued professional fees		70,122		573,040
Accrued advertising		69,656		69,656
Accrued payroll		77,103		14,292
Accrue expense - other		–		363
Accrued expense - dividend payable		–		210,046
Total	$	2,515,682	$	2,038,595

Schedule of convertible notes summary
	March 31, 2023			December 31, 2022
Convertible notes payable	$	3,807,083		$	3,562,550
Discounts on convertible notes payable		(89,147	)		(46,798	)
Total convertible debt less debt discount		3,717,936			3,515,752
Current portion		3,717,936			3,515,752
Long-term portion	$	–		$	–

Schedule of convertible notes
	September 30, 2023			December 31, 2022
Convertible notes payable	$	4,019,255		$	3,562,550
Discounts on convertible notes payable		(66,674	)		(46,798	)
Total convertible debt less debt discount		3,952,581			3,515,752
Current portion		3,952,581			3,515,752
Long-term portion	$	–		$	–

Schedule of warrant activity
	Number of Warrants		Weighted Average Exercise Price
Balance at January 1, 2023		235,557,856	$	0.015
Granted		–		–
Exercised		–		–
Expired		–		–
Balance at March 31, 2023		235,557,856		0.015
Warrants Exercisable at March 31, 2023		235,557,856	$	0.015

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

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

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

·	On September 7, 2022, the Company issued 818,750 shares of series J preferred stock for $3,275,000 as part of the Nova acquisition.

·	On September 12, 2022, the Company issued 375,000 shares of series X senior convertible preferred stock for $1,500,000. See footnote 10, convertible notes payable for further discussion. The Company classified the series X preferred stock and amount of $1,500,000 as mezzanine equity.

·	As part of the Red Rock settlement, the Company issued 666,666,666 shares of common stock.

·	The settlement also required the previous owners to relinquish 35,000,000 shares of common stock resulting in a gain to the Company of $35,000

Schedule of discontinued operations
	Three Months Ended March 31,
	2023		2022

Gain (Loss) from discontinued operations
Revenue	$	–	$	43,844
Cost of sales		–		(19,474	)
Selling, general and administrative expenses		–		(1,881	)
Interest expense of Red Rock Investor Note		–		(16,622	)
Loss on divestiture of AHI subsidiary		–		(2,593	)
Gain no change in estimate		–		(4,474	)
Loss from discontinued operations	$	–	$	(19,215	)

Schedule of discontinued operations
	Three Months Ended September 30,
	2023		2022

Gain (Loss) from discontinued operations
Revenue of AHI subsidiary	$	–	$	37,462
Cost of sales of AHI subsidiary		–		(20,523	)
Selling, general and administrative expenses of AHI subsidiary		–		(15,384	)
Interest expense of Red Rock Investor Note		–		(39,100	)
Gain from disposal of Red Rock subsidiary		–		33,622
Gain on settlement of debt on Red Rock		–		367,818
Gain from discontinued operations	$	–	$	363,895

Schedule of goodwill balances
	Healthcare		Total
Carrying value at December 31, 2022	$	5,666,608	$	5,666,608
Accumulated impairment		–		–
Carrying value at March 31, 2023	$	5,666,608	$	5,666,608

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

	·	lease classification for expired or existing leases; and

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

Schedule of property leases
March 31,	Amount
2024	$	140,777
2025		55,408
Total	$	196,185

Schedule of operating leases
September 30,	Amount
2024	$	135,776
2025		64,147
Total	$	199,923

	(1)	Tax Resolution Services (Platinum Tax)

	(2)	Real Estate (Edge View)

	(3)	Healthcare (Nova)

Schedule of segment reporting
	March 31, 2023		December 31, 2022
Assets:
Financial Services	$	8,673	$	8,577
Healthcare		13,595,507		12,692,531
Real Estate		592,461		592,557
Others		87,944		59,692
Consolidated assets	$	14,284,585	$	13,353,357