U.S. NeuroSurgical (USNU) 10-Q 2024 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

or

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

For the transition period from                     to                     .

Commission file number:  0-15586

U.S. NeuroSurgical Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-5370333
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1131 W 6th Street, Ontario, CA 91672

(Address of principal executive offices)

(949) 249-1170

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  ☒ No  ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(do not check if a smaller reporting company)	Emerging Growth Company ☐

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

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

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of March 31, 2024 was 13,484,924.

Table of Contents

PART I - FINANCIAL INFORMATION			3
	Item 1.	Financial Statements	3
	Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
	Item 4.	Controls and Procedures	20
PART II – OTHER INFORMATION			21
	Item 1.	Legal Proceedings	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 3.	Defaults Upon Senior Securities	22
	Item 4.	Submission of Matters to a Vote of Security Holders	22
	Item 5.	Other Information	22
	Item 6.	Exhibits	22
SIGNATURES			23

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2024			2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,750,000		$	466,000
Other current assets		56,000			61,000
Total current assets		1,806,000			527,000
Other assets:
Due from related parties		523,000			520,000
Investments in unconsolidated entities		191,000			189,000
Total other assets		714,000			709,000
Property and equipment:
Operating lease right-of-use asset		80,000			85,000
Total property and equipment		80,000			85,000
TOTAL ASSETS	$	2,600,000		$	1,321,000
LIABILITIES
Current liabilities:
Operating lease right-of-use liability - current portion	$	27,000		$	27,000
Accounts payable and accrued expenses		75,000			59,000
Income taxes payable		-			166,000
Share application money pending allotment		2,100,000			355,000
Total current liabilities		2,202,000			607,000
Operating lease right-of-use liability - net of current portion		54,000			58,000
Guarantee liability		11,000			11,000
Total liabilities		2,267,000			676,000
EQUITY
Common stock - par value $0.01; 25,000,000 shares authorized; 9,284,924 shares issued and outstanding at March 31, 2024 and December 31, 2023.		93,000			93,000
Additional paid-in capital		2,942,000			2,942,000
Accumulated deficit		(2,702,000	)		(2,390,000	)
Total stockholders’ equity		333,000			645,000
TOTAL LIABILITIES AND EQUITY	$	2,600,000		$	1,321,000

See accompanying notes to the consolidated financial statements

3

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended
	March 31,
	2024			2023
Revenue	$	-		$	-
Costs and expenses:
Selling, general and administrative		476,000			130,000
Total		476,000			130,000
Operating loss		(476,000	)		(130,000	)
Total other (expense) income
Interest expense		(1,000	)		-
Income from investments in unconsolidated entities, net		2,000			3,000
Total other (expense)		1,000			3,000
Loss before income taxes		(475,000	)		(127,000	)
Reversal of provision for income taxes		163,000			-
Net loss		(312,000	)		(127,000	)
Net loss attributable to noncontrolling interests		-			19,000
Net loss attributable to U.S. Neurosurgical Holdings, Inc.	$	(312,000	)	$	(108,000	)
Basic and diluted net loss per share attributable to U.S. NeuroSurgical Holdings, Inc.	$	(0.03	)	$	(0.01	)
Weighted average common shares outstanding, basic and diluted		11,899,210			7,842,185

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

4

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  EQUITY

	Common Stock
	Number of Shares		Amount		Additional Paid-In Capital		(Accumulated Deficit)  Retained Earnings			U.S. Neurosurgical Holdings, Inc. Equity			Noncontrolling Interests			Total Equity
Balance - December 31, 2022		7,842,185	$	78,000	$	2,871,000	$	(1,710,000	)	$	1,239,000		$	217,000		$	1,456,000
Issuance of common stock as compensation		50,000		1,000		4,000		-			5,000			-			5,000
Issuance of common stock pending certification		1,392,739		14,000		67,000		-			81,000			-			81,000
Current year movement from NCI to RE		-		-		-		136,000			136,000			(217,000	)		(81,000	)
Net loss for the year ended December 31, 2023		-		-		-		(816,000	)	$	(816,000	)	$	-			(816,000	)
Balance - December 31, 2023		9,284,924	$	93,000	$	2,942,000	$	(2,390,000	)	$	645,000		$	-		$	645,000
Net loss for the quarter ended March 31, 2024		-		-		-		(312,000	)	$	(312,000	)	$	-			(312,000	)
Balance - March 31, 2024		9,284,924	$	93,000	$	2,942,000	$	(2,702,000	)	$	333,000		$	-		$	333,000

See accompanying notes to the consolidated financial statements

5

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended
	March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(312,000	)	$	(127,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of operating lease right-of-use asset		5,000			10,000
Income from investments in unconsolidated entities, net		(2,000	)		(3,000	)
Distributed earnings from unconsolidated entities  Changes in:		-			23,000
Income taxes payable		(166,000	)		(1,000	)
Other current assets		5,000			(1,000	)
Due from related parties		(3,000	)		-
Accounts payable and accrued expenses		16,000			(20,000	)
Operating lease right-of-use liability		(4,000	)		(11,000	)
Net cash used in operating activities		(461,000	)		(130,000	)
Cash flows from investing activities:
Advances to unconsolidated entities		-			(126,000	)
Net cash provided by (used in) investing activities		-			(126,000	)
Cash flows from financing activities:
Sale of Shares (not yet issued)		1,745,000			-
Net cash provided by (used in) financing activities		1,745,000			-
Net change in cash and cash equivalents		1,284,000			(256,000	)
Cash and cash equivalents - beginning of period		466,000			1,537,000
Cash and cash equivalents - end of period	$	1,750,000		$	1,281,000
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	-		$	1,000

The accompanying notes to condensed consolidated financial statements are an integral part hereof

6

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A - Basis of Preparation

The accompanying Condensed Consolidated Financial Statements of U.S. NeuroSurgical Holdings, Inc. and Subsidiaries (the “Company”) as of March 31, 2024, and 2023, are unaudited.  However, in the opinion of the management, such statements include all adjustments necessary for a fair statement of the information presented therein.  The Consolidated Balance Sheet at December 31, 2023, has been derived from the audited Consolidated Financial Statements at that date appearing in the Company’s Annual Report on Form 10-K. All amounts are shown in nearest thousands in the Consolidated Financial Statements and accompanying notes therein.

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $312,000 and $108,000 during the three months ended March 31, 2024 and 2023, respectively.  As of March 31, 2024, the Company had an accumulated deficit in stockholders’ equity of $2,702,000, cash and cash equivalents of $1,750,000 and a working capital deficit of $396,000.  In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital.  Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at March 31, 2024.  However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans.  As noted above, during the first quarter of 2024, the Company raised gross proceeds of $2.1 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024.  Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months.  However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying Condensed Consolidated Financial Statements and notes do not include all disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.  Accordingly, these statements should be read in conjunction with the Company’s most recent annual Consolidated Financial Statements.

Consolidated results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years.  The only change to the Company’s equity in the three months ended March 31, 2024 and 2023 was net loss for the periods and issuance of common stock during the quarter ended March 31, 2024.

7

The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation to noncontrolling interests in consolidated financial statements.  The guidance requires noncontrolling interests to be reported as a component of equity separate from the parent’s equity and purchases and sales of equity interests, that do not result in a change in control, to be accounted for as equity transactions.  In addition, net (loss) income attributable to noncontrolling interests are to be included in net (loss) income and, upon a loss of control, the interest sold, as well as any interest retained, is to be recorded at fair value, with any gain or loss recognized in net (loss) income.

The Company recognizes revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Accounting Standards Codification (“ASC”) Topic 842, Leases.  However, the Company generated no revenue in the quarters ended March 31, 2024 or 2023.

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum and, as of April 15, 2024, raised proceeds of an aggregate of $2,100,000.  As a result of these issuances, as of April 15, 2024, there were outstanding 9,284,924 shares of the Company’s Common Stock.

Basic loss per share has been computed using the weighted-average number of shares of common stock outstanding during the period. The numerator for the calculation of basic and diluted earnings per share is net loss and the denominator is the weighted-average number of common shares outstanding during the period.

The tables below present financial information associated with our leases.

	Classification	March 31, 2024		March 31, 2023
Assets
Long-term
Operating lease assets	Operating lease right-of-use asset	$	80,000	$	10,000
Total leased assets		$	80,000	$	10,000
Liabilities
Current
Operating lease liabilities	Operating lease right-of-use liability - current portion	$	27,000	$	12,000
Long-term
Operating lease liabilities	Operating lease right-of-use liability - net of current portion	$	54,000	$	12,000
Total lease liabilities		$	81,000	$	24,000
Lease Cost
Operating lease cost	Selling, general and administrative	$	5,000	$	10,000
Net lease expense		$	5,000	$	10,000

Maturity of lease liabilities (as of March 31, 2024)	Operating lease
2024	$	20,000
2025		30,000
2026		31,000
Total	$	81,000
Less amount representing interest		-
Present value of lease liabilities	$	81,000
Discount rate		4.140	%

8

Note B – The Southern California Regional Gamma Knife Center

During 2007, the Company, through a noncontrolling interest in joint ventures, managed the formation of the Southern California Regional Gamma Knife Center at San Antonio Regional Hospital (“SARH”) in Upland, California. Corona Gamma Knife, LLC (“CGK”) is party to a 14-year agreement with SARH to renovate space in the hospital and install and operate a Leksell PERFEXION gamma knife. CGK leases the gamma knife from NeuroPartners LLC, which holds the gamma knife equipment. The center ceased operations on May 31, 2023, the Company loaned $1,000 of additional funds to complete the removal of the equipment in February 2024.

USNC is a 20% owner of NeuroPartners LLC and owns 39% of CGK.

At March 31, 2024, and December 31, 2023, the Company had no recorded investment of NeuroPartners LLC and CGK. For the three months ended March 31, 2024, and 2023, the Company’s equity in loss of NeuroPartners LLC and CGK was $0 and $25,000, respectively, but was not recorded due to prior losses, resulting in no recorded investment at March 31, 2024 and December 31, 2023.  At March 31, 2024, and December 31, 2023, amounts due from related parties was $1,000 and $0 respectively, all of which were written off.

9

The following tables present the aggregation of summarized financial information of NeuroPartners LLC and CGK:

NeuroPartners LLC and CGK Condensed Combined Income Statement Information

	Three Months Ended
	March 31,
	2024			2023
Patient revenue		$	-		$	96,000
Net loss		$	-		$	(37,000	)
USNC’s equity in (loss) earnings of NeuroPartners LLC and CGK		$	-		$	(25,000	)

NeuroPartners LLC and CGK Condensed Combined Balance Sheet Information

	March 31,		December 31,
	2024		2023
Current assets	$	-	$	294,000
Noncurrent assets		-		-
Total assets	$	-	$	294,000
Current liabilities	$	-	$	372,000
Noncurrent liabilities		-		-
Equity		-		(78,000	)
Total liabilities and equity	$	-	$	294,000

10

Note C – Boca Oncology Partners

During the first quarter of 2011, the Company, through the formation of a joint venture, in which it had a noncontrolling interest, participated in the formation of Boca Oncology Partners, LLC (“BOP”), for the purpose of owning and operating a cancer center in Boca Raton, Florida.  In June 2011, BOPRE, an affiliated entity, purchased a 20% interest in Boca West IMP, owner of a medical office building in West Boca, Florida in which BOP operates. BOP occupies 6,000 square feet of the 32,000 square foot building.  The Company invested $225,000 initially and had a 22.5% interest in BOP and BOPRE. In February 2014, the Company and other members sold their interests in BOP.

In June 2012, BOPRE purchased an additional 3.75% of Boca West IMP from another investor bringing its total interest to 23.75%. BOPRE accounts for this investment under the cost method since it does not exercise significant influence over Boca West, IMP.

During the years ended December 31, 2018, and 2017, several investors relinquished part of their ownership interest in BOPRE, and those interests were distributed among the remaining investors in relationship to their percentages owned. During 2021 and 2022, additional members relinquished their ownership to USNC. As a result, the Company now holds a 23.10% ownership interest in BOPRE, which it accounts for under the equity method. The Company’s recorded investment in BOPRE is $191,000 and $189,000 at each of March 31, 2024, and December 31, 2023, respectively.

The following tables present the summarized financial information of BOPRE:

BOPRE Condensed Income Statement Information

	Three Months Ended
	March 31,
	2024		2023
Rental Income	$	-	$	-
Net income	$	11,000	$	11,000
USNC’s equity in earnings of BOPRE	$	2,000	$	2,000

BOPRE Condensed Balance Sheet Information

	March 31,		December 31,
	2024		2023
Current assets	$	41,000	$	27,000
Noncurrent assets		789,000		792,000
Total assets	$	830,000	$	819,000
Current liabilities	$	2,000	$	2,000
Noncurrent liabilities		-		-
Equity		828,000		817,000
Total liabilities and equity	$	830,000	$	819,000

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Note D - Medical Oncology Partners

In April 2015, MOP, was formed in partnership with local physicians and other investors. MOP was established to acquire a 100% equity interest in UOMA. USNC was not a member of MOP at the time of formation as it was not able to participate due to the fact that USNC was not a physician. Nevertheless, USNC wished to eventually obtain an equity interest in MOP and loaned Dr. Jaime Lozano, the principal investor in MOP and a co-investor in FOP, $173,000.  Dr. Lozano used these funds, along with an equal amount of his own funds (a total of $345,000), to purchase a 76.67% interest in MOP. Other investors paid a further $105,000 for the remaining equity in MOP. MOP used the $450,000 of financing to acquire a 100% equity interest in UOMA.  An application was filed for a waiver to allow USNC to hold an equity interest notwithstanding the physician requirement and on December 22, 2016, USNC was cleared to become a part owner of MOP. Dr. Lozano agreed to exchange half of his membership interest to USNC in settlement of the note to USNC.  USNC and Dr. Lozano also agreed to share equally in providing a 5% equity interest in MOP to an additional investor as a consulting fee for services rendered in the administration of MOP and UOMA. At December 22, 2016, USNC owned 35.83% of MOP with an initial carrying value of $161,000. The Company recorded its share of losses of $12,000 for the period from December 22, 2016 to December 31, 2016, against its investment which resulted in a reduction of its equity investment to $149,000.

Due to increasing costs, continued net losses since April 2015, and reliance on related party and other debt for operating cash flows, the fair value of UOMA is less than it’s carrying amount. The Company tested its investment for impairment at December 31, 2016 and determined that the investment was impaired, and an impairment loss was recorded against the entire equity balance in MOP, as well as loans from USN and USNC to MOP and UOMA. During the year ended December 31, 2021, the Company’s equity in loss of MOP was $231,000 but was not recorded due to prior losses.

On December 31, 2022, MOP/UOMA sold their assets to One Care Oncology Partners, LLC for $2,060,000. USN Corona netted approximately $1.3 million from the proceeds for management fees to date. Some funds were held in escrow until post-closing adjustments were made. During the year ended December 31, 2023, the Company paid additional expenses totaling $47,000 related to the sale of MOP/UOMA. These expenses were recorded as an advance to MOP and fully impaired.

Note E - CB Oncology Partners

CBOP was organized September 1, 2017, to acquire the rights of the new center from FOP. USNC originally had a 24% equity interest in CBOP.  Beginning in October of 2017, CBOP began paying the remainder of the costs associated with opening the center. CBOP had no assets at the end of 2017. The medical center opened and treated its first patient in January of 2018.

Effective November 15, 2019, FOP transferred to, and CBOP assumed, a loan with BB&T bank, that it had entered in order to finance the purchase of equipment and build out of the new center, as well as the associated property and equipment. In addition, CBOP and BB&T agreed to reduce the monthly loan repayments for the next nine months, and to extend the term of the loan from November 2024 to July 2025. In July 2020 CBOP and BB&T further agreed to reduce the monthly payments for the life of the loan and extended the loan to July of 2027.

12

In June 2020, CBOP made a $500,000 capital call to its members. UNSC converted previously made advances totaling $121,000 into equity in CBOP to meet its capital requirement, and other members contributed $212,000 in cash. The remaining capital contributions are not expected to be met and, accordingly, the Company’s equity interest in CBOP increased to 28.58% in June 2020.

Amounts due from CBOP at March 31, 2024, total $813,000 of outstanding principal, less $290,000 of allowances, for a net receivable of $523,000 as compared to $809,000 of outstanding principal, less $290,000 of allowances, for a net receivable of $519,000 at December 31,2023. The Company records increases in the allowance, when applicable, as a component of loss from investments in unconsolidated. For the three months ended March 31, 2024 and 2023, the Company’s equity in loss of CBOP was $103,000 and $82,000, respectively, but was not recorded due to prior losses.

Due to loans made to CBOP, CBOP is considered to be a variable interest entity of the Company.  However, as the Company is not deemed to be the primary beneficiary of CBOP, since it does not have the power to direct the operating activities that most significantly affect CBOP’s economic performance, the entity is not consolidated, but certain disclosures are provided herein.

13

The following table presents the summarized financial information of CBOP:

CBOP Condensed Income Statement Information

	Three Months Ended
	March 31,
	2024				2023
Patient revenue		$	319,000			$	318,000
Net (loss) income		$	(360,000	)		$	(287,000	)
USNC’s equity in (loss) income of CBOP		$	(103,000	)		$	(82,000	)

CBOP Condensed Balance Sheet Information

	March 31,			December 31,
	2024			2023
Current assets	$	237,000		$	116,000
Noncurrent assets		2,233,000			2,381,000
Total assets	$	2,470,000		$	2,497,000
Current liabilities	$	4,092,000		$	4,150,000
Noncurrent liabilities		3,271,000			2,882,000
Deficit		(4,893,000	)		(4,535,000	)
Total liabilities and deficit	$	2,470,000		$	2,497,000

14

Note F – Elite Health

Several of the Company’s businesses have been sold or wound down, and the Company has been actively exploring opportunities to expand to other businesses that could benefit its current operations and relationships.  Effective October 1, 2021, the Company’s wholly-owned subsidiary, U.S. NeuroSurgical, Inc. (“USN”), acquired all of the outstanding shares of capital stock of Elite Health Plan, Inc., a California corporation (“Elite Health”) and, in exchange therefor, the former holders of Elite Health were issued newly-issued shares of USN, which following the transaction represent 15% of the outstanding shares of USN. Effective November 27, 2023, the Company entered into a Share Exchange Agreement with the holders of these minority interests in USN, which resulted in making USN a wholly-owned subsidiary of the Company and the former minority holders of USN 15% owners of the Company immediately following the exchange. As a result of the November 27, 2023, transaction, 1,392,739 shares of the Company’s Common Stock were issued, but pending certification, bringing the total outstanding to 9,284,924 shares as of that date. Since that date, the Company raised an additional $2,100,000 through the private sale of 4,200,000 shares, which have yet to be issued, bringing the total outstanding to 9,284,924 shares as of March 31, 2024.

The Company has determined that its best opportunity for long term success is to concentrate its efforts and resources on establishing a managed care organization that will develop and operate Medicare Advantage plans for seniors in Nevada, California, and other areas in the U.S. and to pursue other opportunities related to this activity.

In furtherance of this plan, USN recently formed Elite Health Plan of Nevada, Inc. to apply for a license to operate a Medicare Advantage plan in Nevada and Elite Health Plan, Inc. is taking steps to submit documentation for a Knox-Keene license to offer managed health care plans in California.  Elite Heath Plan, Inc. and Elite health Plan of Nevada, Inc., both 100% owned by USN and managed and operated in a similar manner, are collectively referred to herein as “Elite Health.”  In each of Neveda and California, Elite Health has taken preliminary steps toward identifying a network of providers who are well-versed in Medicare Advantage plans and addressing the healthcare needs of seniors in the communities in which they practice.  Elite Health currently has no revenue and will not be able to generate revenue for an indefinite period while it seeks to obtain a license to operate a Medicare Advantage plan in Neveda and then California.  The success of Elite Health will depend, in part, on timely obtaining all necessary approvals and gaining access to a sufficient network of providers and enrolling a critical level of subscribers.  There can be no assurance that the Company and Elite Health will be successful in obtaining the necessary licenses to operate Medicare Advantage plans in any jurisdiction or be effective in establishing the network of providers and developing the systems required to operate a managed care business.

Note G – Income Taxes

The Company’s income tax rate, which includes federal and state income taxes, was 0%, for each of the three months ended March 31, 2024, and 2023, respectively.

15

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations.

Critical Accounting Policies

The Condensed Consolidated Financial Statements of U.S. NeuroSurgical Holdings, Inc. and subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America.  As such, some accounting policies have a significant impact on amounts reported in the Condensed Consolidated Financial Statements.  A summary of those significant accounting policies can be found in Note B to the Consolidated Financial Statements, in our 2023 Annual Report on Form 10-K.  In particular, judgment is used in areas such as determining and assessing possible asset impairments, including investments in, and advances, to unconsolidated entities.

The following discussion and analysis provides information which the Company’s management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto appearing elsewhere herein.

Recent events

None

Results of Operations

Three Months Ended March 31, 2024, Compared to Three Months Ended March 31, 2023

Selling, general and administrative expense of $476,000 for the first quarter of 2024 was 266% higher than the $130,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

During the three months ended March 31, 2024, the Company recognized $2,000 gain from its investment in unconsolidated entities compared to a $3,000 during the same period in 2023.

During the three months ended March 31, 2024, the Company recorded an income tax benefit of $163,000 compared to no benefit or provision in the first quarter of 2023,

For the three months ended March 31, 2024, the Company reported a net loss of $312,000 as compared to $127,000 for the same period a year earlier. The net loss was primarily due to the lack of revenue.

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Liquidity and Capital Resources

The Company’s primary sources of liquidity are from equity transactions discussed below.

Net cash used in operating activities for the three months ended March 31, 2024, was $461,000 as compared to $130,000 for the same period a year earlier. This change is primarily due to the Company using cash reserves for day-to-day expenses. During the first quarter of 2024, the Company received $2,000 of distributed earnings from unconsolidated entities as compared to $23,000 in the first quarter of 2023.

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum and, as of April 15, 2024, raised proceeds of an aggregate of $2,100,000.  As a result of these issuances, as of April 15, 2024, there were outstanding 9,284,924 shares of the Company’s Common Stock.

For this sale of securities in connection with private placement, no general solicitation was used, no commissions were paid, all participants in the private placement were accredited investors, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

The Company presently intends to use the net proceeds from the private placement principally to execute the plan of Elite Health to establish a managed care organization that will operate as a Medicare Advantage plan for seniors.

 In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $312,000 and $127,000 during the three months ended March 31, 2024, and 2023, respectively.  As of March 31, 2024, the Company had an accumulated deficit in stockholders’ equity of $2,702,000, cash and cash equivalents of $1,750,000 and a working capital deficit of $396,000.  In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital.  Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at March 31, 2024.  However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans.  As noted above, during the first quarter of 2024, the Company raised gross proceeds of $2.1 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024.  Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months.  However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

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Risk Factors

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  The factors listed under the caption “Risk Factors” in Annual Report on our Form 10-K for the fiscal year ended December 31, 2023, have affected or could affect our actual results and could cause such results to differ materially from those expressed in any forward-looking statements made by us.  Investors should carefully consider these risks and speculative factors inherent in and affecting our business and an investment in our common stock.

Disclosure Regarding Forward Looking Statements

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions.  This document contains such "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues and cash flow.  Words such as "anticipates," "estimates," "expects," "projects," "targets," "intends," "plans," "believes," "will be," "will continue," "will likely result," and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify such forward-looking statements.  Those forward-looking statements are based on management's present expectations about future events.  As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of such changes, new information, future events or otherwise.

The Company operates in a highly competitive and rapidly changing environment and in businesses that are dependent on our ability to: achieve profitability; increase revenues; sustain our current level of operations; maintain satisfactory relations with business partners; attract and retain key personnel; maintain and expand our strategic alliances; and protect our intellectual property.  The Company's actual results could differ materially from management's expectations because of changes in such factors.  New risk factors can arise and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Factors that could cause actual results to differ materially from those currently anticipated include the following:

• Uncertainties relating to our ability to successfully implement our strategy of developing a Medicare Advantage plan under out Elite Health subsidiaries;

• Uncertainty over our ability to achieve a Medicare Advantage license in Nevada in a timely manner, acquire managed health consumers in Nevada, expand consumer enrollment beyond this initial state, or diversify and expand our portfolio of products and services, our business and results of operations will be significantly impaired;

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• Our ability to raise capital in the future on satisfactory terms;

• Our financial condition and liquidity;

• Uncertainty over our ability to successfully implement management's plan to improve liquidity, including the ability to manage costs, systems and growth;

All forward looking statements should be considered in the context of the risks and other factors described above and in "Risk Factors" (Part I, Item 1A of the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023), "Quantitative and Qualitative Disclosures about Market Risk" (Part II, Item 7A of the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023), and "Management’s Discussion and Analysis" (Part I, Item 2 of this Form 10-Q).  We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Investors should also be aware that while the Company might, from time to time, communicate with securities analysts, it is against the Company's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, investors should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial forecasts or projections issued by others.  Thus, to the extent that reports issued by securities analysts or others contain any projections, forecasts or opinions, such reports are not the responsibility of the Company.

In addition, the Company’s overall financial strategy, including growth in operations, maintaining financial ratios and strengthening the balance sheet, could be adversely affected by increased interest rates, construction delays or other transactions, economic slowdowns and changes in the Company’s plans, strategies and intentions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  We do realize that we are a very small company and as a small company with only the officers and directors participating in the day-to-day management, with the ability to override controls, each officer and director has multiple positions and responsibilities that would normally be distributed among several employees in larger organizations with adequate segregation of duties to ensure the appropriate checks and balances.  Because the Company does not currently have a separate chief financial officer, the Chief Executive Officer performs these functions with the support of one of the Company’s outside directors who assists in the reporting and disclosure process (the “Lead Director”).

Our management evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report for the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, to be recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, due to the material weakness in internal control over financial reporting described below.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  The Company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company.

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

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

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Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024. A material weakness is a control deficiency, or a combination of control deficiencies in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, management identified the following material weakness as of March 31, 2024: The Company did not maintain sufficient qualified personnel with the appropriate level of knowledge, experience and training in the application of accounting principles generally accepted in the United States of America and in internal controls over financial reporting commensurate with its financial reporting requirements. Specifically, effective controls were not designed and in place to ensure that the Company maintained, or had access to, appropriate resources with adequate experience and expertise in the area of financial reporting for transactions such as investments in unconsolidated entities, related party receivables, impairments, lease accounting, accounting for business combinations, income taxes, and to properly assess the application of new accounting pronouncements. The Company is in the process of developing efficient approaches to remediate this material weakness.  To do this in a cost-effective manner, considering the current extent of the Company’s operations, management is making arrangements with consultants and advisors to assist on an as-needed basis.

Changes in Internal Control over Financial Reporting

While there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2024, management is in the process of developing plans to remediate the material weakness identified above.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities Unregistered Sales of Equity Securities and Use of Proceeds

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum and, as of April 15, 2024, raised proceeds of an aggregate of $2,100,000.  As a result of these issuances, as of April 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock.

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For this sale of securities in connection with private placement, no general solicitation was used, no commissions were paid, all participants in the private placement were accredited investors, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.

The Company presently intends to use the net proceeds from the private placement principally to execute the plan of Elite Health to establish a managed care organization that will operate as a Medicare Advantage plan for seniors.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

31.1	Certification of President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Certification of President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101	Interactive Data Files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 in XBRL (eXtensible Business Reporting Language).  Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

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SIGNATURES

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

	U.S. NeuroSurgical Holdings, Inc.
	(Registrant)
Date:  May 15, 2024	By:	/s/ Alan Gold
		Alan Gold
		Director, President and Chief Executive Officer and Principal Financial Officer of the Registrant

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