| SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES A
summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis
of Presentation The
accompanying condensed consolidated financial statements have been prepared in conformity with GAAP. All
amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use
of Estimates The
preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.
Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about fair valuation of
acquired intangible assets, cash flow and fair value assumptions associated with measurements of contingent acquisition
consideration and impairment of intangible assets and goodwill, valuation of inventory, collection of accounts receivable, the
valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate
consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed
assets. Revenue
Recognition Patient
service revenue Patient
service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for
providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs)
and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally,
the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from
the facility. Revenue is recognized as performance obligations are satisfied. Performance
obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied
over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method
provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy
the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided, and
the Company does not believe it is required to provide additional goods or services to the patient. The
Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments
provided to third-party payors, discounts provided to uninsured patients in accordance with the Company’s policy, and/or implicit
price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based
on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions
based on its historical collection experience with this class of patients. Agreements
with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements
with major third-party payors follows:
● Medicare:
● Medicaid:
● Other:
Laws
and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As
a result of investigations by governmental agencies, various health care organizations have received requests for information and notices
regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into
significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation
as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be
no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is
not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company
has with commercial payors also provide for retroactive audit and review of claims. Settlements
with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and
are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based
on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity,
including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will
not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted
in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The
Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard
charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based
on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard
charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction
price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM
and BTG are provided on a cash basis and not submitted through third party insurance providers. Contract liabilities related to prepaid
BTG patient service revenue were $22,461 and $42,530 as of March 31, 2022 and December 31, 2021, respectively. Medicare
Shared Savings Revenue The
Company earns Medicare shared savings revenue based on performance of the population of patient lives for which it is accountable as
an ACO against benchmarks established by the MSSP. Because the MSSP, which was formed in 2012, is relatively new and has limited historical
experience, the Company cannot accurately predict the amount of shared savings that will be determined by CMS. Such amounts are determined
annually when the Company is notified by CMS of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared
savings revenue in the period in which the CMS notifies the Company of the exact amount of shared savings to be paid, which historically
has occurred during the fiscal quarter ended September 30 for the program year ended December 31 of the previous year. Based on the ACO
operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares
in up to 100% of the revenue to recover its costs incurred. Because of the timing of recognition of Medicare shared savings revenue,
no Medicare shared savings revenue was recognized in the three months ended March 31, 2022 and 2021. Consulting
and Event Revenue Also
pursuant to ASC 606, the Company recognizes service revenue as services are provided, with any unearned but paid amounts recorded as
a contract liability at each balance sheet date. Contract liabilities related to consulting revenue were $-0- and $25,000 as of March
31, 2022 and December 31, 2021, respectively. Event revenue, comprised of admission fees for summit events, is recognized when an event
is held. Product
Revenue Revenue
is derived from the distribution of medical products that are sourced from a third party. The Company recognizes revenue at a point in
time when title transfers to customers and the Company has no further obligation to provide services related to such products, which
occurs when the product ships. The Company is the principal in its revenue transactions and as a result revenue is recorded on a gross
basis. The Company has determined that it controls the ability to direct the use of the product provided prior to transfer to a customer,
is primarily responsible for fulfilling the promise to provide the product to its customer, has discretion in establishing prices, and
ultimately controls the transfer of the product to the customer. Shipping and handling costs billed to customers are recorded in revenue.
Contract liabilities related to product revenue were $10,887 and $5,308 as of March 31, 2022 and December 31, 2021, respectively. There
were no contract assets as of March 31, 2022 or December 31, 2021. Sales
are made inclusive of sales tax, where such sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where
the Company has physical nexus. The Company has determined that it does not have economic nexus in any other states. The Company does
not sell products outside of the United States. The
Company maintains a return policy that allows customers to return a product within a specified period of time prior to and subsequent
to the expiration date of the product. The Company analyzes the need for a product return allowance at the end of each period based on
eligible products. Product return allowance was $9,526 and $14,834 and as of March 31, 2022 and December 31, 2021, respectively. Contract
Liabilities Contract
liabilities represent payments from customers for consulting services, patient services and medical products that precede the Company’s
service or product fulfillment performance obligation. The Company’s contract liabilities balance was $33,348 and $72,838 as of
March 31, 2022 and December 31, 2021, respectively. Provider
shared savings expense Provider
shared savings expense represents payments made to the ACO’s participating providers. The pool of provider shared savings expense
paid to all participating providers, as well as the amounts paid to each individual participating provider from the pool, is determined
by ACO management. Shared Savings expense is recognized in the period in which the size of the payment pool is determined, which typically
corresponds to the period in which the shared saving payment is received from CMS and shared savings revenue is recognized. This typically
occurs in the second half of the year following the completion of the program year. Because of the timing of recognition of Medicare
shared savings revenue, there was no Medicare shared savings revenue or related provider shared savings expense recognized in the three
months ended March 31, 2022 and 2021. Cash
and Cash Equivalents For
financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to
be cash and cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”)
up to $250,000. As of March 31, 2022 and December 31, 2021, the Company had $1,666,580 and $2,957,040 in excess of the FDIC insured limit,
respectively. Accounts
Receivable Trade
receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade
receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability
of the insurance companies, government agencies, and customers’ accounts receivable during the related period which generally approximates
48% of total billings. Trade accounts receivable are recorded at this net amount. As of March 31, 2022 and December 31, 2021, the Company’s
gross patient services accounts receivable were $174,493 and $193,363, respectively, and net patient services accounts receivable were
$76,890 and $86,287, respectively, based upon net reporting of accounts receivable. As of March 31, 2022 and December 31, 2021, the Company’s
allowance of doubtful accounts was $13,972 and $13,972, respectively. Leases Upon
transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including
(i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for
any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will
determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities
within accrued expenses and other liabilities and within other long-term liabilities on the Company’s consolidated balance sheets. ROU
assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s
leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first
quarter of 2019. See Note 7 for more complete details on balances as of the reporting periods presented herein. The adoption had no material
impact on cash provided by or used in operating, investing or financing activities on the Company’s consolidated statements of
cash flows. Inventory Inventory
consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method.
Outdated inventory is directly charged to cost of goods sold. Goodwill
and Intangible Assets Goodwill
is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill
is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are
recognized whenever the implied fair value of goodwill is less than its carrying value. The
Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights,
or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually
or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless
the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives
of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets.
Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected
future cash flows and its carrying amount exceeds its fair value. The
Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment
on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these
assets is less than their carrying value. No impairment charges were recognized in the three months ended March 31, 2022 and 2021. Concentrations
of Credit Risk The
Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are
no patients/customers that represent 10% or more of the Company’s revenue or accounts receivable. Generally, the Company’s
cash and cash equivalents are in checking accounts. The Company relies on a sole supplier for the fulfillment of all of its product sales
made through MOD. Property
and Equipment Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed
from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated
financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated
useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The
Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that
their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash
flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s
estimated fair value and its book value. Convertible
Notes Convertible
notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound
instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar
non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at
the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the
fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income
tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest
method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded
at fair value on the extinguishment date and then revalued at the end of each reporting period, with the change recorded to the statement
of operations under “Change in Fair Value of Debt.” Government
Notes Payable During
2020, the Company and certain of its subsidiaries received loans under the Paycheck Protection Program (the “PPP”). The PPP
loans, administered by the U.S. Small Business Administration (the “SBA”), were issued under the Coronavirus Aid, Relief,
and Economic Security Act, also known as the CARES Act. Pursuant to the terms of the PPP, principal amounts may be forgiven if loan proceeds
are used for qualifying expenses as described in the CARES Act, including costs such as payroll, benefits, employer payroll taxes, rent
and utilities. The Company accounts for forgiveness of government loans pursuant to FASB ASC 470, “Debt,” (“ASC 470”).
Pursuant to ASC 470, loan forgiveness is recognized in earnings as a gain on extinguishment of debt when the debt is legally released
by the lender. Fair
Value of Assets and Liabilities Fair
value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal
or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards
have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e.,
observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an
asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are
classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs:
● Level
1 – ;
● Level 2
● Level 3 The
fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value
measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a binomial lattice option pricing model to estimate the fair value of options, warrants, beneficial conversion features
and other Level 3 financial assets and liabilities. The Company believes that the binomial lattice model results in the best estimate
of fair value because it embodies all of the requisite assumptions (including the underlying price, exercise price, term, volatility,
and risk-free interest-rate) necessary to fairly value these instruments and, unlike less sophisticated models like the Black-Scholes
model, it also accommodates assumptions regarding investor exercise behavior and other market conditions that market participants would
likely consider in negotiating the transfer of such an instruments. Stock-Based
Compensation The
Company accounts for stock-based compensation to employees and nonemployees under ASC 718 “Compensation – Stock Compensation”
using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award
and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments
or that may be settled by the issuance of those equity instruments. The Company uses a binomial lattice pricing model to estimate the
fair value of options and warrants granted. Income
Taxes The
Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision
for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income
tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to
be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period.
If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized,
a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income
taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities
to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.
No income tax has been provided for the three months ended March 31, 2022 and 2021, since the Company has sustained a loss for both periods.
Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, management has
determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will
not be realizable. Recurring
Fair Value Measurements The
carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The
carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable,
short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Deemed
Dividend The
Company incurs a deemed dividend on Series B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic
price per share of the Series B Preferred was less than the deemed fair value of the Company’s common stock on the date of issuance
of the Series B Preferred, the Series B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt
with Conversion and Other Options.” The difference in the stated conversion price and estimated fair value of the common stock
is accounted for as a beneficial conversion feature and affects income or loss available to common stockholders for purposes of earnings
per share available to common stockholders. The Company incurs further deemed dividends on certain of its warrants containing a down
round provision equal to the difference in fair value of the warrants before and after the triggering of the down round adjustment. Net
Loss per Share Basic
net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock
outstanding during the period. During the three months ended March 31, 2022 and 2021, the Company reported a net loss and excluded all
outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion
of these securities would have been anti-dilutive. As of March 31, 2022 and December 31, 2021, potentially dilutive securities were comprised
of (i) 59,366,992 and 59,796,992 warrants outstanding, respectively, (ii) 3,306,250 and 3,456,250 stock options outstanding, respectively,
(iii) 232,036 and 302,050 unissued shares subject to future vesting requirements granted pursuant to the Company’s Employee Incentive
Plan, and (iv) up to 13,750,000 and 13,750,000 shares of common stock issuable upon conversion of Series B Preferred. Common
stock awards The
Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards
using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair
value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is
recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement
of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged
to the same account as if such settlements had been made in cash. From time to time, the Company also issues stock awards settleable
in a variable number of common shares. Such awards are classified as liabilities until such time as the number of shares underlying the
grant is determinable. Warrants In
connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its
common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are
classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement
date. The Company uses a binomial lattice pricing model to estimate the fair value of compensation options and warrants. Warrants issued
in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of
the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period, or at the date of
issuance, if there is not a service period. Certain of the Company’s warrants include a so-called down round provision. The Company
accounts for such provisions pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives
and Hedging Shareholders’
Equity Business
Segments The
Company uses the “management approach” to identify its reportable segments. The management approach designates the internal
organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s
reportable segments. Using the management approach, the Company determined that it has four operating segments: Health Services (multi-specialty
medical group including the NWC OB/GYN practice, the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched
in 2020), Digital Healthcare (develops and markets the “HealthLynked Network,” an online personal medical information and
record archive system), ACO/MSO (comprised of the ACO/MSO business acquired with CHM in May 2020, which assists physician practices in
providing coordinated and more efficient care to patients via the MSSP), and Medical Distribution (comprised of the operations of MOD,
a virtual distributor of discounted medical supplies selling to both consumers and medical practices acquired by the Company on October
19, 2020). Recently
Issued Accounting Pronouncements In
March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”: The amendments in this update
are to clarify, correct errors in, or make minor improvements to a variety of ASC topics. The changes in ASU 2020-03 are not expected
to have a significant effect on current accounting practices. The ASU improves various financial instrument topics in the Codification
to increase stakeholder awareness of the amendments and to expedite the improvement process by making the Codification easier to understand
and easier to apply by eliminating inconsistencies and providing clarifications. The ASU is effective for smaller reporting companies
for fiscal years beginning after December 15, 2022 with early application permitted. The Company is currently evaluating the impact the
adoption of this guidance may have on its consolidated financial statements. In
August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40) In
October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers Recently
Adopted Pronouncements In
December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes In
May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications
and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications
or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification
or exchange. The ASU provides guidance to clarify whether an issuer should account for a modification or an exchange of a freestanding
equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and,
if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU 2021-04
is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption
is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this standard will have on
its consolidated financial statements. The Company adopted this standard for the year ended December 31, 2022. The adoption did not have
a material effect on the Company’s consolidated financial statements. No
other new accounting pronouncements were issued or became effective in the period that had, or are expected to have, a material impact
on our consolidated Financial Statements. | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies
applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements
have been prepared in conformity with GAAP. All amounts referred to in the notes to the consolidated
financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported
amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant
estimates include assumptions about fair valuation of acquired intangible assets, cash flow and fair value assumptions associated with
measurements of contingent acquisition consideration and impairment of intangible assets and goodwill, valuation of inventory, collection
of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets,
borrowing rate consideration for right-of-use (“ROU”) lease assets including related lease liability and useful life of fixed
assets. Revenue Recognition Patient service revenue Patient service revenue is reported at the amount
that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are
due from patients and third-party payors (including health insurers and government programs) and include variable consideration for retroactive
revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors
within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance
obligations are satisfied. Performance obligations are determined based on
the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual
charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer
of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance
obligations satisfied at a point in time is recognized when goods or services are provided, and the Company does not believe it is required
to provide additional goods or services to the patient. The Company determines the transaction price based
on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided
to uninsured patients in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients.
The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies,
and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience
with this class of patients. Agreements with third-party payors typically provide
for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows:
● Medicare:
● Medicaid:
● Other: Laws and regulations concerning government programs,
including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies,
various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and
regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with
such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action,
including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will
not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact, if any,
such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for
retroactive audit and review of claims. Settlements with third-party payors for retroactive
adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the
estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with
the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that
it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated
with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become
known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured
patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction
price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market
conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments,
discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments
to patient service revenue in the period of the change. Patient services provided by NCFM and BTG are provided on a cash basis and not
submitted through third party insurance providers. Contract liabilities related to prepaid BTG patient service revenue were $42,530 and
$35,779 as of December 31, 2021 and 2020, respectively. Medicare Shared Savings Revenue The Company earns Medicare shared savings revenue
based on performance of the population of patient lives for which it is accountable as an ACO against benchmarks established by the MSSP.
Because the MSSP, which was formed in 2012, is relatively new and has limited historical experience, the Company cannot accurately predict
the amount of shared savings that will be determined by CMS. Such amounts are determined annually when the Company is notified by CMS
of the amount of shared savings earned. Accordingly, the Company recognizes Medicare shared savings revenue in the period in which the
CMS notifies the Company of the exact amount of shared savings to be paid, which historically has occurred during the fiscal quarter ended
September 30 for the program year ended December 31 of the previous year. The Company was notified of the amount of Medicare shared savings
and received payment for plan year 2020 in September 2021 and for plan year 2019 in September 2020. Accordingly, the Company recognized
Medicare shared savings revenue of $2,419,312 and $767,744 in the years ended December 31, 2021 and 2020, respectively. Based on the ACO
operating agreements, the Company bears all costs of the ACO operations until revenue is recognized. At that point, the Company shares
in up to 100% of the revenue to recover its costs incurred. Consulting and Event Revenue Also pursuant to ASC 606, the Company recognizes
service revenue as services are provided, with any unearned but paid amounts recorded as a contract liability at each balance sheet date.
Contract liabilities related to consulting revenue were $25,000 and $47,864 as of December 31, 2021 and 2020, respectively. Event revenue,
comprised of admission fees for summit events, is recognized when an event is held. Product Revenue Revenue is derived from the distribution of medical
products that are sourced from a third party. The Company recognizes revenue at a point in time when title transfers to customers and
the Company has no further obligation to provide services related to such products, which occurs when the product ships. The Company is
the principal in its revenue transactions and as a result revenue is recorded on a gross basis. The Company has determined that it controls
the ability to direct the use of the product provided prior to transfer to a customer, is primarily responsible for fulfilling the promise
to provide the product to its customer, has discretion in establishing prices, and ultimately controls the transfer of the product to
the customer. Shipping and handling costs billed to customers are recorded in revenue. Contract liabilities related to product revenue
were $5,308 and $5,782 as of December 31, 2021 and 2020, respectively. There were no contract assets as of December 31, 2021 or 2020. Sales are made inclusive of sales tax, where such
sales tax is applicable. Sales tax is applicable on sales made in the state of Florida, where the Company has physical nexus. The Company
has determined that it does not have economic nexus in any other states. The Company does not sell products outside of the United States. The Company maintains a return policy that allows
customers to return a product within a specified period of time prior to and subsequent to the expiration date of the product. The Company
analyzes the need for a product return allowance at the end of each period based on eligible products. Product return allowance was $14,834
and $26,839 and as of December 31, 2021 and 2020, respectively. Contract Liabilities Contract liabilities represent payments from customers
for consulting services, patient services and medical products that precede the Company’s service or product fulfillment performance
obligation. The Company’s contract liabilities balance was $72,838 and $89,425 as of December 31, 2021 and 2020, respectively. Provider shared savings expense Provider shared savings expense represents payments
made to the ACO’s participating providers. The pool of provider shared savings expense paid to all participating providers, as well
as the amounts paid to each individual participating provider from the pool, is determined by ACO management. Shared Savings expense is
recognized in the period in which the size of the payment pool is determined, which typically corresponds to the period in which the shared
saving payment is received from CMS and shared savings revenue is recognized. This typically occurs in the second half of the year following
the completion of the program year. The Company received Medicare shared savings payments and recognized revenue of $2,419,312 for plan
year 2020 in September 2021 and $767,744 for plan year 2019 in September 2020. Of the Medicare shared savings payments received, $979,736
and $388,884 were recognized as provider shared savings expense in the quarter and years ended December 31, 2021 and 2020, respectively,
and are included in “Medicare shared savings expenses” on the accompanying Consolidated Statement of Operations. Cash and Cash Equivalents For financial statement purposes, the Company
considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2021
and 2020, the Company had $2,957,040 and $18,227 in excess of the FDIC insured limit, respectively. Accounts Receivable Trade receivables are carried at their estimated
collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts
receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies,
and customers’ accounts receivable during the related period which generally approximates 48% of total billings. Trade accounts
receivable are recorded at this net amount. As of December 31, 2021 and 2020, the Company’s gross patient services accounts receivable
were $193,363 and $165,464, respectively, and net patient services accounts receivable were $86,287 and $71,655, respectively, based upon
net reporting of accounts receivable. As of December 31, 2021 and 2020, the Company’s allowance of doubtful accounts was $13,972
and $13,972, respectively. The Company also had $-0- and $15,498 accounts receivable related to amounts billed under consulting contracts
as of December 31, 2021 and 2020, respectively. Leases Upon transition under ASU 2016-02, the Company
elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired
or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii)
not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains
a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities
and within other long-term liabilities on the Company’s consolidated balance sheets. ROU assets and liabilities are recognized at commencement
date based on the present value of lease payments over the lease term. The Company’s leases do not provide an implicit rate. The
Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of
lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is
recognized on a straight-line basis over the lease term. The Company adopted ASU 2016-02 in the first quarter of 2019. See Note 9 for
more complete details on balances as of the reporting periods presented herein. The adoption had no material impact on cash provided by
or used in operating, investing or financing activities on the Company’s consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated
at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged
to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an
acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested
for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair
value of goodwill is less than its carrying value. The Company recognizes an acquired intangible
apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided
from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract,
asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to
be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of
amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying
amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds
its fair value. The Company also maintains intangible assets with
indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances
require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment
charges were recognized in the years ended December 31, 2021 or 2020. Concentrations of Credit Risk The Company’s financial instruments that
are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or
more of the Company’s revenue or accounts receivable. Generally, the Company’s cash and cash equivalents are in checking accounts.
The Company relies on a sole supplier for the fulfillment of all of its product sales made through MOD. Property and Equipment Property and equipment are stated at cost. When
retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the
net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property
and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The
cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases
in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of
the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Convertible Notes Convertible notes are regarded as compound instruments,
consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as
financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value
of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount
is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The
equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a
whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured.
After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity
date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then
revalued at the end of each reporting period, with the change recorded to the statement of operations under “Change in Fair Value
of Debt.” Government Notes Payable During 2020, the Company and certain of its subsidiaries
received loans under the Paycheck Protection Program (the “PPP”). The PPP loans, administered by the U.S. Small Business Administration
(the “SBA”), were issued under the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act. Pursuant
to the terms of the PPP, principal amounts may be forgiven if loan proceeds are used for qualifying expenses as described in the CARES
Act, including costs such as payroll, benefits, employer payroll taxes, rent and utilities. The Company accounts for forgiveness of government
loans pursuant to FASB ASC 470, “Debt,” (“ASC 470”). Pursuant to ASC 470, loan forgiveness is recognized in earnings
as a gain on extinguishment of debt when the debt is legally released by the lender. Derivative Financial Instruments The Company reviews the terms of convertible debt,
equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded
conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection
with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms,
be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured
at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits
to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the
total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities
at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds
to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.
If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous
charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities
are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument
could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to
cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received
from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly
transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy
that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting
entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs).
Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order
of priority of observability and objectivity of pricing inputs:
● Level 1 – ;
● Level 2
● Level 3 The fair value measurement level for an asset
or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should
maximize the use of observable inputs and minimize the use of unobservable inputs. Prior to January 1, 2020, the Company utilized
the closed-form Black-Scholes option pricing model to estimate the fair value of options, warrants, beneficial conversion features and
other Level 3 financial assets and liabilities. Effective January 1, 2020, the Company changed to a binomial lattice option pricing model.
The Company believes that the binomial lattice model results in a better estimate of fair value because it embodies all of the requisite
assumptions (including the underlying price, exercise price, term, volatility, and risk-free interest-rate) necessary to fair value these
instruments and, unlike the Black-Scholes model, also accommodates assumptions regarding investor exercise behavior and other market conditions
that market participants would likely consider in negotiating the transfer of such an instruments. Stock-Based Compensation The Company accounts for stock-based compensation
to employees and nonemployees under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under
this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period,
which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges
its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods
or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those
equity instruments. The Company uses a binomial lattice pricing model to estimate the fair value of options and warrants granted. Income Taxes The Company follows Accounting Standards Codification
subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities
are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision
for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences
are expected to reverse and are considered immaterial. No Income Tax has been provided for the years ended December 31, 2021 or 2020,
since the Company has sustained a loss for both periods. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards
and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely
than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company’s financial
assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits,
money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued
liabilities, and derivative financial instruments approximated their fair value. Deemed Dividend The Company incurs a deemed dividend on Series
B Convertible Preferred Voting Stock (the “Series B Preferred”). As the intrinsic price per share of the Series B Preferred
was less than the deemed fair value of the Company’s common stock on the date of issuance of the Series B Preferred, the Series
B Preferred contains a beneficial conversion feature as described in FASB ASC 470-20, “Debt with Conversion and Other Options.”
The difference in the stated conversion price and estimated fair value of the common stock is accounted for as a beneficial conversion
feature and affects income or loss available to common stockholders for purposes of earnings per share available to common stockholders.
The Company incurs further deemed dividends on certain of its warrants containing a down round provision equal to the difference in fair
value of the warrants before and after the triggering of the down round adjustment. Net Loss per Share Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the years
ended December 31, 2021 and 2020, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive
securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive.
As of December 31, 2021 and 2020, potentially dilutive securities were comprised of (i) 59,796,992 and 51,352,986 warrants outstanding,
respectively, (ii) 3,456,250 and 3,111,750 stock options outstanding, respectively, (iii) -0- and 10,298,333 shares issuable upon conversion
of convertible notes, respectively, (iv) 302,050 and 200,000 unissued shares subject to future vesting requirements granted pursuant to
the Company’s Employee Incentive Plan, and (v) up to 13,750,000 and 13,750,000 shares of common stock issuable upon conversion of
Series B Preferred. Common stock awards The Company grants common stock awards to non-employees
in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or
the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally
the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are
rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded
on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been
made in cash. From time to time, the Company also issues stock awards settleable in a variable number of common shares. Such awards are
classified as liabilities until such time as the number of shares underlying the grant is determinable. Warrants In connection with certain
financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding
warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The Company measures the fair value of the awards using the Black-Scholes pricing model as of the measurement date. The Company uses a
binomial lattice pricing model to estimate the fair value of compensation options and warrants. Warrants issued in conjunction with the
issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued.
All other warrants are recorded at fair value as expense over the requisite service period, or at the date of issuance, if there is not
a service period. Certain of the Company’s warrants include a so-called down round provision. The Company accounts for such provisions
pursuant to ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging Shareholders’ Equity Business Segments The Company uses the “management approach”
to identify its reportable segments. The management approach designates the internal organization used by management for making operating
decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach,
the Company determined that it has four operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice,
the NCFM practice acquired in April 2019 and the BTG physical therapy practice launched in 2020), Digital Healthcare (develops and markets
the “HealthLynked Network,” an online personal medical information and record archive system), ACO/MSO (comprised of the ACO/MSO
business acquired with CHM in May 2020, which assists physician practices in providing coordinated and more efficient care to patients
via the MSSP), and Medical Distribution (comprised of the operations of MOD, a virtual distributor of discounted medical supplies selling
to both consumers and medical practices acquired by the Company on October 19, 2020). Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-03, “Codification
Improvements to Financial Instruments”: The amendments in this update are to clar |
