Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: September 30, 2023

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

For the transition period from ____________ to _____________

Commission File Number: 000-49709

CARDIFF LEXINGTON CORPORATION

(Exact name of registrant as specified in its charter)

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

3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV		89169
(Address of principal executive offices)		(Zip Code)

844-628-2100

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

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

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

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

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

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

As of November 14, 2023, there were 1,326,475,613 shares of common stock of the registrant issued and outstanding.

CARDIFF LEXINGTON CORPORATION

Quarterly Report on Form 10-Q

Period Ended September 30, 2023

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 4.	Controls and Procedures	51

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 (Unaudited)		4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		5
Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) for the Nine Months Ended September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 (Unaudited) and 2022 (Unaudited and restated)		7
Notes to Condensed Consolidated Financial Statements (Unaudited)		8

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(UNAUDITED)


	September 30, 2023			December 31, 2022

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

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

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

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

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

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

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)


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

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

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

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

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

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

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

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

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

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

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

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

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

Preferred Stock Series

A, K and I

Preferred Stock Series

B, D, E, F, F-1, G, H, L

Preferred Stock

Series C and R

Treasury Stock

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance December 31, 2021 (Restated)

23,085,563

59,548,201

3,595,952

14,383,808

287

198,488

(619,345

)

(4,967,686

)

Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock

–

75,000

300,000

–

Cancellation of common stock

–

Cancellation of series D preferred stock

–

(37,500

)

(150,000

)

–

Cancellation of series H preferred stock

–

(37,500

)

(150,000

)

–

Issuance of series J preferred stock

–

818,750

3,275,000

–

Issuance of common stock for settlement of Red Rock Travel

–

Distribution of dividend

–

Net loss

–

Balance, September 30, 2022 (Restated)

23,085,563

59,548,201

4,414,702

17,658,808

287

198,488

(619,345

)

(4,967,686

)

Balance December 31, 2022

14,885,001

59,540,000

4,350,907

17,403,628

287

198,488

–

Conversion of convertible notes payable

–

Distribution of dividend

–

Issuance of series B preferred stock

–

3,150

12,600

–

Issuance of series E preferred stock

–

5,000

20,000

–

Net income

–

Balance, September 30, 2023

14,885,001

59,540,000

4,359,057

17,436,228

287

198,488

–


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



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

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)


	Nine Months Ended September 30,
	2023			2022 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	2,781,608		$	(1,889,054	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		11,365			32,442
Amortization of loan discount		94,664			249,120
Gain on forgiveness of debt		(390	)		–
Gain on refinance of debt		–			(1,397,271	)
Loss on finance penalties and fees		–			1,923,916
Other noncash items, net		–			324,563
Bad debt		270,000			–
Fair value settled upon conversion		141,406			–
Conversion and note issuance cost		11,250			–
Share issuance for service rendered		25,000			–
Increase (decrease) in:
Accounts receivable		(5,509,958	)		(782,494	)
Right of use – assets		17,763			(23,434	)
Prepaid expenses and other current assets		–			8,000
Increase (decrease) in:
Accounts payable and accrued expense		687,135			319,232
Accrued officer’s compensation		514,000			500,000
Due from related parties		–			(5,016	)
Accrued interest		380,020			(219,082	)
Capital stock to be issued		–			545,333
Right of use – liabilities		(27,255	)		(871	)
Net cash used in operating activities - continuing operations		(603,392	)		(414,616	)

Net cash used in operating activities - discontinued operations		–			(328,353	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		421,375			729,083
Repayment of convertible notes payable		–			(5,908	)
Payment of SBA loan		(803	)		(2,290	)
Dividend on preferred stock		–			(310,522	)
Proceeds from line of credit		44,254			–
Repayment of line of credit		(29,781	)		–
Payment of notes payable related party		(6,332	)		(7,948	)
Proceeds from notes payable related party		129,220			5,065
Net cash provided by financing activities		557,933			407,480

NET (DECREASE) IN CASH		(45,459	)		(335,489	)
CASH, BEGINNING OF PERIOD		226,802			595,987
CASH, END OF PERIOD	$	181,343		$	260,498

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	6,389		$	73,476

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable and accrued interest	$	99,533		$	–
Preferred stock issued for business acquisition		–			3,275,000
Preferred stock issued for debt refinance	$	–		$	1,500,000

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

CARDIFF LEXINGTON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

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

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

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

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

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

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

Principles of Consolidation

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

Use of Estimates

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

Accounts Receivable and Credit Losses

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

Property and Equipment

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

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

Goodwill and Other Intangible Assets

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

Valuation of Long-lived Assets

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

Revenue Recognition

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

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

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

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

Healthcare Income

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

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

Contract Fees (Non-PIP)

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

Service Fees – Net (PIP)

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

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

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

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

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

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

Financial Services Income

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

Advertising Costs

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

Fair Value Measurements

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

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

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

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

Distinguishing Liabilities from Equity

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

Stock-Based Compensation

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

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

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

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

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

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

Income Taxes

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

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

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

Income (Loss) per Share

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

Going Concern

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

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

Recent Accounting Standards

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

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments -- Credit Losses (Topic 326), Derivatives and hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The Company has adopted this standard effective January 1, 2023, and it resulted in the Company recognizing an allowance for doubtful accounts of $270,000 during the nine months ended September 30, 2023.

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

2.	RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

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

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

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

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

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

i. Balance sheet


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

Total assets	$	15,958,345	$	3,275,000		$	19,233,345

Total liabilities		9,540,557		3,275,000			12,815,557

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

Total stockholders' equity	$	6,417,788	$	(3,125,002	)	$	3,292,786

ii. Statement of operations

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

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

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

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

3.	REVISION OF FINANCIAL STATEMENTS

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

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

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

4.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES


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

The Company is delinquent paying certain income and property taxes. As of September 30, 2023 and December 31, 2022, the balance for these taxes, penalties and interest is $5,346 and $6,732, respectively.

5.	PLANT AND EQUIPMENT, NET

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

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

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

LAND

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

7.	LINES OF CREDIT

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

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

8.	RELATED PARTY TRANSACTIONS

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

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

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

See also Note 15 for compensation paid to employees of the Company.

9.	NOTES AND LOANS PAYABLE

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

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

Long-term debt matures as follows:


	Amount
2024	$	24,600
2025		4,989
2026		4,989
2027		4,989
2028		4,989
Thereafter		124,712
Total	$	169,268

Loans and Notes Payable – Unrelated Party

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

Small Business Administration (“SBA”) Loans

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

10.

CONVERTIBLE NOTES PAYABLE

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

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

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

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

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

Schedule of convertible notes payable
Note #	Issuance	Maturity	Principal Balance 12/31/22	New Loan		Principal Conversions			Shares Issued Upon Conversion	Principal Balance 9/30/23		Accrued Interest on Convertible Debt at 12/31/22		Interest Expense On Convertible Debt For the Period Ended 9/30/23		Accrued Interest on Convertible Debt at 9/30/23		Unamortized Debt Discount At 9/30/23
7-1	10/28/2016	10/28/2017	10,000	$	–	$	(10,000	)	23,405,455	$	–	$	2,263	$	–	$	–	$	–
9	9/12/2016	9/12/2017	50,080		–		–		–		50,080		14,157		7,491		21,648		–
10	1/24/2017	1/24/2018	55,000		–		–		–		55,000		69,876		8,227		78,103		–
10-1	2/10/2023	2/10/2024	–		50,000		–		–		50,000		–		4,767		4,767		–
10-2	3/30/2023	3/30/2024	–		25,000		–		–		25,000		–		1,890		1,890		–
10-3	8/11/2023	8/11/2024	–		25,000		–		–		25,000		–		514		514		–
29-2	11/8/2019	11/8/2020	36,604		–		–		–		36,604		20,160		6,571		26,731		–
31	8/28/2019	8/28/2020	–		–		–		–		–		8,385		–		8,385		–
37-1	9/3/2020	6/30/2021	113,667		–		–		–		113,667		28,756		15,303		59,059		–
37-2	11/2/2020	8/31/2021	113,167		–		–		–		113,167		27,510		15,236		57,746		–
37-3	12/29/2020	9/30/2021	113,166		–		–		–		113,166		26,474		15,236		56,710		–
38	2/9/2021	2/9/2022	96,000		–		(77,460	)	221,276,923		18,540		27,939		7,242		35,181		–
39	4/26/2021	4/26/2022	168,866		–		–		–		168,866		39,684		27,787		67,470		–
40-1	9/22/2022	9/22/23	2,600,000		–		–		30,000,000		2,600,000		71,233		194,466		255,499		–
40-2	11/4/2022	11/4/2023	68,666		–		–		–		68,666		1,072		5,136		6,208		4,327
40-3	11/28/2022	11/28/2023	68,667		–		–		–		68,667		620		5,136		5,756		4,327
40-4	12/21/2022	12/21/2023	68,667		–		–		–		68,667		187		5,136		5,323		4,327
40-5	1/24/2023	1/24/2024	–		90,166		–		–		90,166		–		6,151		6,151		5,965
40-6	3/21/2023	3/21/2024	–		139,166		–		–		139,166		–		7,359		7,359		9,242
40-7	6/5/2023	6/5/2024	–		139,166		–		–		139,166		–		4,461		4,461		24,913
40-8	6/13/2023	6/13/2024	–		21,167		–		–		21,167		–		632		632		3,624
40-9	7/19/2023	7/19/2024	–		35,500		–		–		35,500		–		710		710		7,100
40-10	7/24/2023	7/24/2024	–		14,000		–		–		14,000		–		261		261		2,849
41	8/25/2023	8/25/2024	–		5,000		–		–		5,000		–		49		49		–
			3,562,550	$	544,165	$	(87,460	)	274,682,378	$	4,019,255	$	338,316	$	339,761	$	710,613	$	66,674

Note 7-1

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

Note 9

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

Notes 10, 10-1, 10-2 and 10-3

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

Notes 29, 29-1 and 29-2

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

Note 31

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

Notes 37-1, 37-2 and 37-3

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

Note 38

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

Note 39

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

Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10

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

Note 41

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

11.

CAPITAL STOCK

Preferred Stock

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

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

Redeemable Preferred Stock

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

Series N Senior Convertible Preferred Stock

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

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

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

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

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

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

Series X Senior Convertible Preferred Stock

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

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

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

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

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

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

Non-redeemable Preferred Stock

Series A Preferred Stock

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

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

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

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

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

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

Series B Preferred Stock

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

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

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

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

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

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

Series C Preferred Stock

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

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

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

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

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

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

Series E Preferred Stock

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

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

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

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

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

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

Series F-1 Preferred Stock

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

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

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

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

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

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

Series I Preferred Stock

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

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

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

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

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

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

Series J Preferred Stock

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

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

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

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

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

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

Series L Preferred Stock

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

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

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

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

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

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

Series R Preferred Stock

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

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

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

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

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

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

Preferred Stock Transactions

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

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

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

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

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

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

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

Common Stock

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

·	The Company issued 274,682,378 shares of common stock upon the conversion of certain convertible notes.

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

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

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

12.

WARRANTS

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

Schedule of warrant activity
	Number of Warrants			Weighted Average Exercise Price
Balance at January 1, 2023		235,557,856		$	0.015
Granted		–			–
Exercised		–			–
Forfeited		(25,000	)		–
Balance at September 30, 2023		235,532,856			0.015
Warrants Exercisable at September 30, 2023		235,532,856		$	0.015

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

13.

DISCONTINUED OPERATIONS

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

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

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

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


	Nine Months Ended September 30,
	2023		2022

Gain (Loss) from discontinued operations
Revenue AHI subsidiary	$	–	$	102,818
Cost of sales AHI subsidiary		–		(58,611	)
Selling, general and administrative expenses AHI subsidiary		–		(58,098	)
Interest expense of Red Rock Investor Note		–		(39,100	)
Gain no change in estimate of AHI subsidiary		–		(4,474	)
Gain on settlement of debt on Red Rock				385,818
Gain from discontinued operations	$	–	$	328,353

14.

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

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

The following table shows goodwill balances by reportable segment:

Schedule of goodwill balances
	Healthcare		Total
Carrying value at December 31, 2022	$	5,666,608	$	5,666,608
Accumulated impairment		–		–
Carrying value at September 30, 2023	$	5,666,608	$	5,666,608

15.

COMMITMENTS AND CONTINGENCIES

Leases

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

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

	·	lease classification for expired or existing leases; and

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

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

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

The Company has operating leases with future commitments as follows:

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

Employees

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

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

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

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


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

16.

LEGAL PROCEEDINGS

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

17.

SEGMENT REPORTING

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

	(1)	Tax Resolution Services (Platinum Tax)

	(2)	Real Estate (Edge View)

	(3)	Healthcare (Nova)

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

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

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

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

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

Schedule of segment reporting
	September 30, 2023		December 31, 2022
Assets:
Financial Services	$	844	$	8,577
Healthcare		17,923,340		12,692,531
Real Estate		589,054		592,557
Others		5,489		59,692
Consolidated assets	$	18,518,727	$	13,353,357

	Three Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	32,264		$	219,872
Healthcare		3,405,860			3,103,409
Consolidated revenues	$	3,438,124		$	3,323,281

Cost of Sales:
Financial Services	$	5,604		$	39,963
Healthcare		551,424			1,094,794
Consolidated cost of sales	$	557,028		$	1,134,757

Income (Loss) from operations from subsidiaries
Financial Services	$	(3,407	)	$	3,839
Healthcare		2,610,188			1,825,594
Real Estate		(278	)		(11,906	)
Income from operations from subsidiaries	$	2,606,503		$	1,817,527

Loss from operations from Cardiff Lexington	$	(336,517	)	$	(319,812	)
Total income from operations	$	2,269,986		$	1,497,715

Income (Loss) before taxes
Financial Services	$	(3,705	)	$	2,177
Healthcare		2,521,820			518,437
Real Estate		(278	)		(11,906	)
Corporate, administration and other non-operating expenses		(536,317	)		(773,482	)
Consolidated income (loss) before taxes	$	1,981,520		$	(264,774	)

	Nine Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	304,967		$	1,156,729
Healthcare		9,476,764			8,154,934
Consolidated revenues	$	9,781,731		$	9,311,663

Cost of Sales:
Financial Services	$	53,730		$	365,185
Healthcare		2,589,407			2,982,418
Consolidated cost of sales	$	2,643,137		$	3,347,603

Income (Loss) from operations from subsidiaries
Financial Services	$	(90,663	)	$	(86,281	)
Healthcare		5,994,978			4,609,996
Real Estate		(2,118	)		(14,419	)
Income from operations from subsidiaries	$	5,902,197		$	4,509,296

Loss from operations from Cardiff Lexington	$	(1,212,479	)	$	(1,188,088	)
Total income from operations	$	4,689,718		$	3,321,208

Income (Loss) before taxes
Financial Services	$	(93,005	)	$	(88,853	)
Healthcare		4,717,363			310,671
Real Estate		(2,118	)		(14,419	)
Corporate, administration and other non-operating expenses		(1,840,632	)		(2,096,453	)
Consolidated income (loss) before taxes	$	2,781,608		$	(1,889,054	)

18.

SUBSEQUENT EVENTS

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

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

On October 20, 2023, the Company issued 5,000 shares of series B preferred stock as compensation for the manager of Platinum Tax as bonus compensation.

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

On various dates in October and November 2023, the Company issued 227,000,000 shares of common stock upon the conversion of accrued interest and conversion cost of $17,400 and $1,000, respectively. (See Note 10, 37-2, and 40-1)

ITEM 2.

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

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

Use of Terms

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

Special Note Regarding Forward-Looking Statements

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

	·	our ability to successfully identify and acquire additional businesses;
	·	our ability to effectively integrate and operate the businesses that we acquire;
	·	our expectations around the performance of our current businesses;
	·	our ability to maintain our business model and improve our capital efficiency;
	·	our ability to effectively manage the growth of our business;
	·	our lack of operating history and ability to attain profitability;
	·	the competitive environment in which our businesses operate;
	·	trends in the industries in which our businesses operate;
	·	the regulatory environment in which our businesses operate under;
	·	changes in general economic or business conditions or economic or demographic trends in the United States, including changes in interest rates and inflation;
	·	our ability to service and comply with the terms of indebtedness;
	·	our ability to retain or replace qualified employees of our businesses;
	·	labor disputes, strikes or other employee disputes or grievances;
	·	casualties, condemnation or catastrophic failures with respect to any of our business’ facilities;
	·	costs and effects of legal and administrative proceedings, settlements, investigations and claims; and
	·	extraordinary or force majeure events affecting the business or operations of our businesses.

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

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

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

Overview

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

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

	·	*Healthcare Business*. Nova Ortho and Spine, PLLC, or Nova, which we acquired May 31, 2021, operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care evaluations, interventional pain management, and specialty consultation services. We focus on plaintiff related care are and a highly efficient provider of emergency medical condition, or EMC, assessments. We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles.

	·	*Financial Services (Tax Resolution) Business*. Platinum Tax Defenders, or Platinum Tax, which we acquired on July 31, 2018, is a full-service tax resolution firm located in Los Angeles, California. Since 2011, we have been assisting all types of taxpayers resolve any and all issues with the IRS and applicable state tax agencies. We provide fee-based tax resolution services to individuals and companies that have federal and state tax liabilities by assisting clients to settle outstanding tax debts.

	·	*Real Estate Business*. Edge View Properties, Inc., or Edge View, which we acquired on July 16, 2014, is a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Salmon is known as Idaho’s premier whitewater destination as well as one of the easier accesses to the Frank Church Wilderness Area - the largest wilderness in the lower 48 states. Salmon’s airport has service to Boise, Idaho and serves as a hub to access whitewater rafting start points and wilderness landing strips. Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer for this planned concept development.

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

Segments

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

	(1)	Financial Services (Platinum Tax)

	(2)	Healthcare (Nova)

	(3)	Real Estate (Edge View)

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

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

Discontinued Operations

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

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

Results of Operations

Comparison of Three Months Ended September 30, 2023 and 2022

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

	September 30, 2023					September 30, 2022
	Amount			% of Revenue		Amount			% of Revenue
Revenue
Financial services	$	32,264			0.94 %	$	219,872			6.62 %
Healthcare		3,405,860			99.06 %		3,103,409			93.38 %
Total revenue		3,438,124			100.00 %		3,323,281			100.00 %
Cost of sales
Financial services		5,604			0.16 %		39,963			1.20 %
Healthcare		551,424			16.04 %		1,094,794			32.94 %
Total cost of sales		557,028			16.20 %		1,134,757			34.15 %
Gross profit		2,881,096			83.80 %		2,188,524			65.85 %
Operating expenses
Depreciation expense		3,365			0.11 %		5,783			0.17 %
Selling, general and administrative		607,745			17.68 %		685,026			20.61 %
Total operating expenses		611,110			17.77 %		690,809			20.79 %
Income from operations		2,269,986			66.02 %		1,497,715			45.07 %
Other income (expense)
Other income		–			–		(2	)		(0.00)%
Gain on forgiveness of debt		–			–		1,397,271			42.04 %
Interest expense and finance charge		(226,418	)		(6.59)%		(3,430,785	)		(103.23)%
Conversion cost		(1,000	)		(0.03)%		–			–
Penalties and fees		(15,000	)		(0.44)%		–			–
Amortization of debt discounts		(46,048	)		(1.34)%		(92,868	)		(2.79)%
Total other expense, net		(288,466	)		(8.39)%		(2,126,384	)		(63.98)%
Net income (loss) before discontinued operations		1,981,520			57.63 %		(628,669	)		(18.92)%
Gain from discontinued operations		–			–		363,895			10.95 %
Net income (loss)	$	1,981,520			57.63 %	$	(264,774	)		(7.97)%

Revenue. Our total revenue increased by $114,843, or 3.46%, to $3,438,124 for the three months ended September 30, 2023 from $3,323,281 for the three months ended September 30, 2022. Such increase was primarily due to an increase in revenue from the healthcare segment.

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

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

Cost of sales. Our total cost of sales decreased by $577,729 or 50.91%, to $557,028 for the three months ended September 30, 2023 from $1,134,757 for the three months ended September 30, 2022. Such a decrease was primarily due to a decrease in contractor services from the healthcare segment and terminated employees in the financial services segment due to the decreased revenue from financial service segment. As a percentage of revenue, our total cost of sales was 16.20% and 34.15% for the three months ended September 30, 2023 and 2022, respectively.

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

Cost of sales for the healthcare segment consists of surgical center fees, physician and professional fees, salaries and wages and medical supplies. Cost of sales from the healthcare services segment decreased by $543,370, or 49.63%, to $551,424 for the three months ended September 30, 2023 from $1,094,794 for the three months ended September 30, 2022. As a percentage of healthcare revenue, cost of sales was 16.04% and 32.94% for the three months ended September 30, 2023 and 2022, respectively. This decrease was due to decreased surgical and laboratory contracted services.

Gross profit. As a result of the foregoing, our total gross profit increased by $692,572, or 31.65%, to $2,881,096 for the three months ended September 30, 2023 from $2,188,524 for three months ended September 30, 2022. Our total gross profit (percent of revenue) was 83.80% and 65.85% for September 30, 2023 and 2022, respectively.

Gross profit for the financial services segment decreased by $153,249, or 85.18%, to $26,660 for the three months ended September 30, 2023 from $179,909 for the three months ended September 30, 2022. Gross profit (percent of revenue) for the financial services segment was 82.63% and 81.82% for the three months ended September 30, 2023 and 2022, respectively.

Gross profit for the healthcare services segment increased by $845,821, or 42.11%, to $2,854,436 for the three months ended September 30, 2023 from $2,008,615 for the three months ended September 30, 2022. Gross profit (percent of revenue) for the healthcare segment was 83.81% and 64.72% for the three months ended September 30, 2023 and 2022, respectively.

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

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

Total other income (expense). We had $288,466 in total other expense, net, for the three months ended September 30, 2023, as compared to other expense, net, of $2,126,384 for the three months ended September 30, 2022. Other expenses, net, for the three months ended September 30, 2023 consisted of interest expense and finance charges of $226,418, amortization of debt discounts of $46,048, financing penalties and fees of $15,000 and conversion costs of $1,000. Other expense, net, for the three months ended September 30, 2022, consisted of interest expense and finance charges of $3,430,785 and amortization of debt discounts of $92,868, offset by gain on forgiveness of debt of $1,397,271.

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

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

Comparison of Nine Months Ended September 30, 2023 and 2022

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

	September 30, 2023					September 30, 2022
	Amount			% of Revenue		Amount			% of Revenue
Revenue
Financial services	$	304,967			3.12 %	$	1,156,729			12.42 %
Healthcare		9,476,764			96.88 %		8,154,934			87.58 %
Total revenue		9,781,731			100.00 %		9,311,663			100.00 %
Cost of sales
Financial services		53,730			0.55 %		365,185			3.92 %
Healthcare		2,589,407			26.47 %		2,982,418			32.03 %
Total cost of sales		2,643,137			27.02 %		3,347,603			35.95 %
Gross profit		7,138,594			72.98 %		5,964,060			64.05 %
Operating expenses
Depreciation expense		11,365			0.12 %		17,349			0.19 %
Selling, general and administrative		2,437,511			24.92 %		2,625,503			28.20 %
Total operating expenses		2,448,876			25.04 %		2,642,852			28.38 %
Income from operations		4,689,718			47.94 %		3,321,208			35.67 %
Other income (expense)
Other income		205			0.00 %		6			0.00 %
Gain on forgiveness of debt		390			0.00 %		1,397,271			15.01 %
Interest expense and finance charge		(1,766,041	)		(18.05)%		(6,686,772	)		(71.81)%
Conversion cost		(3,000	)		(0.03)%		–			–
Penalties and fees		(45,000	)		(0.46)%		–			–
Amortization of debt discounts		(94,664	)		(0.97)%		(249,120	)		(2.68)%
Total other expense, net		(1,908,110	)		(19.51)%		(5,538,615	)		(47.93)%
Net income (loss) before discontinued operations		2,781,608			28.44 %		(2,217,407	)		(23.81)%
Gain from discontinued operations		–			–		328,353			3.53 %
Net income (loss)	$	2,781,608			28.44 %	$	(1,889,054	)		(20.29)%

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

Summary of Cash Flow

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

	Nine Months Ended September 30,
	2023			2022
Net cash used in operating activities from continuing operations	$	(603,392	)	$	(414,616	)
Net cash from discontinued operations		–			(328,353	)
Net cash provided by financing activities		557,933			407,480
Net change in cash		(45,459	)		(335,489	)
Cash and cash equivalents at beginning of period		226,802			595,987
Cash and cash equivalents at end of period	$	181,343		$	260,498

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

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

Our net cash provided by financing activities was $557,933 for the nine months ended September 30, 2023, as compared to $407,480 for the nine months ended September 30, 2022. Net cash provided by financing activities for the nine months ended September 30, 2023 consisted of proceeds from convertible notes payable of $421,375, proceeds from related party notes payable of $129,220 and proceeds from line of credit of $44,254, offset by repayments of line of credit and SBA loan of $30,584 and payment of related party notes payable of $6,332. Net cash provided by financing activities for the nine months ended September 30, 2022 consisted of proceeds from convertible notes payable of $729,083 and proceeds from related party notes payable of $5,065, offset by preferred stock dividends of $310,522, repayment of convertible notes payable of $5,908, payment of related party notes payable of $7,948 and payment of the SBA loan described below of $2,290.

Convertible Notes

As of September 30, 2023, we had convertible debt outstanding net of amortized debt discount of $3,952,581. During the nine months ended September 30, 2023, we received net proceeds of $421,375 from convertible notes and converted $87,460 of convertible debt, $12,073 in accrued interest and $3,000 in conversion cost into 274,682,378 shares of common stock. The Company recognized $141,406 of interest expense and additional paid-in capital to adjust fair value for the debt settlement during the nine months ended September 30, 2023. For the nine months ended September 30, 2023, we recorded amortization of debt discounts of $94,664.

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

Note #	Issuance Date	Maturity Date	Principal Balance		Accrued Interest		Unamortized Debt Discount
9	09/12/2016	09/12/2017	$	50,080	$	21,648	$	–
10	01/24/2017	1/24/2018		55,000		78,103		–
10-1	02/10/2023	02/10/2024		50,000		4,767		–
10-2	03/30/2023	03/30/2024		25,000		1,890		–
10-3	08/11/2023	08/11/2024		25,000		514		–
29-2	11/08/2019	11/08/2020		36,604		26,731		–
31	08/28/2019	08/28/2020		–		8,385		–
37-1	09/03/2020	06/30/2021		113,667		59,059		–
37-2	11/02/2020	08/31/2021		113,167		57,746		–
37-3	12/29/2020	09/30/2021		113,166		56,710		–
38	02/09/2021	02/09/2022		18,540		35,181		–
39	04/26/2021	04/26/2022		168,866		67,470		–
40-1	09/22/2022	09/22/2023		2,600,000		255,499		–
40-2	11/04/2022	11/04/2023		68,666		6,208		4,327
40-3	11/28/2022	11/28/2023		68,667		5,756		4,327
40-4	12/21/2022	12/21/2023		68,667		5,323		4,327
40-5	01/24/2023	01/24/2024		90,166		6,151		5,965
40-6	03/21/2023	03/21/2024		139,166		7,359		9,242
40-7	6/5/2023	6/5/2024		139,166		4,461		24,913
40-8	6/13/2023	6/13/2024		21,167		632		3,624
40-9	7/19/2023	7/19/2024		35,500		710		7,100
40-10	7/24/2023	7/24/2024		14,000		261		2,849
41	8/25/2023	8/25/2024		5,000		49		–
			$	4,019,255	$	710,613	$	66,674

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

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

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

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

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

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

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

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

Notes 41

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

Lines of Credit

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

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

Small Business Administration Loan

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

Debenture

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

Related Party Loans

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

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

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

Critical Accounting Policies

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

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

Off Balance Sheet Arrangements

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

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

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

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

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

	·	We plan to make necessary changes by providing training to our financial team and our other relevant personnel on the GAAP accounting guidelines applicable to financial reporting requirements.

	·	We plan to implement proper documentation procedures for key functional areas, control objectives and our workflows.

	·	We plan to reinforce effective compensating controls can improve the design of the current process with limited human resources.

	·	We plan to develop a more comprehensive review process over our accounting policies and procedures to ensure that all required disclosures are included in our consolidated financial statements.

	·	We plan to perform a review of key business process controls related to high-risk financial statement accounts, such as revenue, accounts receivables, convertible notes, and significant transactions, which resulted in addition of newly developed documented control activities, in order to mitigate material weakness and strengthen the overall control environments.

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

Changes in Internal Control Over Financial Reporting

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

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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

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

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Articles of Incorporation Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.2		Certificate of Designation of Series A Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.3		Certificate of Designation of Series B Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.4		Certificate of Designation of Series C Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.5		Certificate of Designation of Series E Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.6		Certificate of Designation of Series F-1 Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.6 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.7		Certificate of Designation of Series I Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.7 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.8		Certificate of Designation of Series J Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.8 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.9		Certificate of Designation of Series L Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.9 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.10		Certificate of Designation of Series N Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K filed on June 6, 2023)
3.11		Certificate of Designation of Series R Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.11 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.12		Certificate of Designation of Series X Senior Convertible Preferred Stock of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.12 to Amendment No. 1 to the Registration Statement on Form S-1/A filed on August 3, 2023)
3.13		Amended and Restated Bylaws of Cardiff Lexington Corporation (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K filed on June 6, 2023)
4.1		Common Stock Purchase Warrant issued by Cardiff Lexington Corporation to SILAC Insurance Company on May 21, 2021 (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed on June 6, 2023)
10.1*		Revolving Purchase and Security Agreement
10.2*		Guaranty and Security Purchase Agreement
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________

*Filed herewith

** Furnished herewith

SIGNATURES

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

Date: November 14, 2023	CARDIFF LEXINGTON CORPORATION

	/s/ Alex Cunningham
	Name: Alex Cunningham
	Title: Chief Executive Officer
	(Principal Executive Officer)

	/s/ Zia Choe
	Name: Zia Choe
	Title: Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 10.1

REVOLVlNGPURCHASEANDSECURITYAGREEMENT THIS REVOLVING PURCHAS E ANO SECURITY AGREEMEN T (" Agr ee ment ' ")is made and s h all be effective as of September 29 , 2023 (the " Agreem e nt Date ") by and between Cardiff Lexington C orpor a ti on, a Nevada corporatio n located a t 320 0 Bel Air Dr . Las Vegas, NV 89109 ("Cardiff') and Nova O 1 tho and Spi n e, PLLC, a Florida professional limited liability company located at 1903 S 25 th Street, Suite I 03 , Fort Pierce, FL, 3494 7 ("Nova») (Cardiff and Nova is hereinafter refe 1 Ted to individually as " Se ll er " and collectively as, " Se l l e r s "), on the one h an d , and DML HC Series, LL C Series 308 , a Texas Jim ited liability company (" Purchaser " ) . o n the o t he r hand . RECITALS: WHEREAS, Seller is engaged in the business of providing healthcare goods and services in each state in whjch it is duly licensed and legally authorized to do bu siness ; WT : lEREAS , Seller desires to sell to Purchaser pools of Accounts of the Seller, which poo l s of Accounts will be listed in Schedule(s) of Accou n ts, on the t e rm s and subject to the conditions hereinafter set forth ; and WHEREAS, Purchaser is wiUing to provide a revolving purchase facility to Sellers on the terms set forth in this Agreement . NOW , THEREFORE, Purchaser and Sellers hereby agree as follows: AGREEMENT: 1. Incorporation of Recitals . Sellers each jndivjdually and collectively aclo 1 owledge that each of the Recitals ofthjs Agreement are true and accurate and incorporated herein by reference . 2. Definitions and Index to Definitions . The following terms used herein shall have the following meaning . All capita l ized te 1 ms not herein defined shall have the meaning set forth in the Unifonn Commercial Code . 1. " Account s" means all presently existing or hereafter arising accounts receivable due to any Seller (including medical and health - care - insurance receivables), and other forms of ob l igations now or hereafter owing to Seller, whether arising from the sale or Lease of goods or the rendition of services by Seller (including any ob li gatio n that might be characterized as an acco un t) , all of Seller 's rights in , to and under all proceeds from the sale of lnven tory , all monies due or to become due to Se ll er under all contracts for the saje or lease of goods or the rendition of services by Seller (whether or not yet earned) (including the right to receive the proceeds of said contracts), all collateral secu r ity and guarantees of any kind give n by any obligor with respect to any of the foregoing, and all goods returned to or reclaimed by Seller that conespond to any of the foregoing . In addition, the term accounts shall include all rights held by Sel l e r in any form of Assignment of Benefits or Letter of Protection issued by or on behalf of any patient to or for the benefit of Seller, including any form of Agreement i ssu ed to any lawye r , law firm or payor in respect to which instructions are given either directly, i ndirectl y, expressly, or implicitly by the patient to protect the int e r es ts of Seller . 2. "Advance" or "Advances" each as defined in Section 3. 3. "Advance Rate" means the percentage set forth in Item 2 of the Schedule.

4. " A ff i li at e " means , with respect to a Person, (a) anyfamily member , officer, director , employee or managing agent of such Person, and (b) any other Person (i) that, directly or indirectly , through one o r more intermediaries, controls, or is controlled by, or is under common contro l with . s uch given Person , (ii) that, directl y or indirect l y ben efic ially owns or holds l 0 % or more of any class of voting stock or partnership or other interes t of s uch Per so n or any s · ub sidiary of s uch Person, or (iii) I Oo/o or more of th e voting stoc k or partner s hip or othe r interest of which i s d ir ectly or indirectl y beneficially owned or he l d b y s u c h Person or a subsidiacy of suc h Person . The tenn "co ntr o l " mean s the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whet her through owners hip of voting secur i ties or partnership o r other interests, by contract or otherwise . 5. " Agreement " means, co ll ective l y, th i s Agreement and any other agreements, instruments , certificates, or other documents entered into in connection with this Agreement , including collateral documents . letter of credit agreements, security agreements , p l edges, guaranties, deeds of tru s t, assignments and subo rdination agreements, and any other agreement executed or delivered by any Obligor or any Affi li ate of a n y Ob li gor pursua 11 t hereto or in connection herewith . 6. "Ava ilability " means at all times, an amount not to exceed the lesser of (a) the Ma . xitmun Advance Amount as set forth in Ite m 1 of the Schedule and (b) the sum of (i) the Advance Rate multiplied by th e Face Amouot of aJI pools of Eligible Accounts determined on the date the Availability is calculated, minus ( ii) any Advances previously mad e to Seller by Purcha ser with respect to such Eligible Accounts , minus (iii) any amounts due to Purchaser from Sellers, including , without limitati o n , the Servicing Fee and any other fees or expenses owed by Seller h ere under , minus (iv) the Re se rve Shortfall . 7. "Ag reement Date " means the date as of which this Agreement is dated. 8. " Balance Subject to Servic in g Fees,, means the difference between the unpaid Face Amount of pools of Pur chased Accounts and the balance of the Reserve Account . 9. " Business Day " means any day excluding Saturday, Sunday, and any day which is a le gal hol 1 day under the law s of the State of Florida , or which i s a da y on which Purch aser i s otherw ise closed for transacting b 1 . 1 siness with t e p 4 blic . 10. " Business Judgment of Purchaser " means decisions made by Purch aser based upon Purchaser 's experience and prudent bu si ness judgment aJl of which may b e in Purchaser ·s sole and exclusive discretion . 11. "C hosen Law " means the l aws of the State as provided in Section 30. 12. " Cll im Documentation" means all records nece ssary to su pport a claim for payme n t of each pool of Accounts from an Obiigor, whether in electronic or paper fonn, relating to or supporting an Invoice , in cluding Purchase Order , billing 1 ·eco rds , e l ectronic medical records and the like . 13. "C losed " means a pool of Pur c hased Accounts is closed upon Purchaser·s receipt of full payment from a Ob li gor o r the Seller (including payment by a charge to the Re serve Acc o unt) . 14. "C losin g Fee" mean s the Closi ng Fee as set forth in ftem I Sa of the Schedule. 15. • 'Co UateraJ " mean s all of the Sellers, now owned or hereafter acquired Accounts, Inventory . Eq uipm ent, Goods , General Intan gib l es , Documents, Negotiable Collateral . Investment Property . securities and sec uritie s accounts and . financ i al assets, as well as aU bank and depository accounts ; Chattel Paper (w h et her tangib l e or e l ectTOnic) and contract r i ghts ; guaranties , Liens o n real or personal property, l eases , 2

letters of credit, letter - of - credit rights, supporting obligations, and all other rights , agreements, and prope r ty securing or relating t o payment of Accounts or any other Collateral ; all docum ents . books and records relating to any Co llat era l or to any Seller 's business ; alJ other property of any Seller now or hereafter in the possession or control of Purchaser or any of Purchaser 's Affiliates (including cash, money , credits and balances of any Se ll er held by or on deposit with Purchaser or any Affiliate of Pu r chaser) ; all other assets of any Obligor in wbicb Purchaser receives a secur i ty intere st to secure all or part of the Obligati ons or which h ereafter come into the possessio custody or control of Purchaser or any Affiliate of Purchaser ; all of any Commercial Tort Claims l isted as set forth in Ite m 26 of the Sc h ed ule (w hich Sellers repre sen t and warrant is a true , accurate and complete I i st of all of Se ller s' commerc i a l tort claims as o f the Agreement D ate) or (B) any other writing provided to Purchaser ; a n d all proceeds and produ cts of aJI of the foregoing in any form, including amounts payable under any po l icies of in s uran ce insuring all or any of the foregoing against loss o r damage , all pa . its , accessories, attachments, special tools , additions, replacements, s ub stitutions and access i ons to or for all or any of the foregoi n g, all condemnation or requi s ition payments with respect to all or any of the foregoing and all increases and profits received from all or any of tb e foregoing . 16. "Comp le te Termination" occurs u po n satisfaction of the following conditions : ( a) paymellt in full of all Obligations of Se ll ers to Purchaser ; (b) if Purchaser has issued or caused to be issued guarantees, promises , or letters of credit on behalf of Seller s, acknow l edgement from any beneficiaries ther eof that Purchaser or any other issuer has no outstanding direct or contingent liabil ity therein and (c) eac h Seller has executed and delivered t o Purchaser a ge neral release in a fonn prepared by and acceptable to Purchaser . 17. "Contractual Adjustments " asapplied to each pool ofPurchasedAccow,ts, mean s the aggregate of amounts disallowed or otherwise not[ . Ryable to Seller byany third - party Obligors pur su ant to term s of payment arrangements with third party Obl i gors , including , but not limited to , Patient Co - Payments and Patient Deductibles . 18. "Default Fees" means an amount equal to the Di scount Fee listed in Schedule It em 4 , pJus 5 % per annum , applicable only upon an Event of Default . 19. "Discount Fees" means the product of the Di sco unt Fee Percentage multiplied by t h e Face Amount of each pool of Purchased Account . 20. "Dis count Fee Pe r ce nt age " the percentage set forth in Item 4 of the Schedule. 21. "Early Te rmination Fee" - The fee payable as set forth in Item l Sc of the Schedule. 22. "E l igib l e Accou o t(s)" - means a pool of Account(s) that are acceptab l e t o Purchaser for purcha se under this Agreement as determined by Purchaser in the exercise of it s sole Business Jud grneut of Purchaser , payable to Se ller by approved Obligors , and after the Pur c has e Oate for s u ch pool of E li g ibl e Accounts, on any date the Availabil i ty is tes t ed here u nde r , arising from t h e sale of Inventory or performance of services, including, but not Jimited to, Healthcare Services, in the ordinary course of such Se ller ' s bu siness ; p r ovided, h owever , that E li g ible Accou nt s shall not in c lud e t h e following in regard to any Account w ithin a poo l o f Accounts : (j) Accounts which has remained unpaid for more than six (6) months from the Purchase Date ; ( ii) Accounts with respect to which the Obl i go r i s an Affiliate of any Sel ler ;

4 (iii) Accounts with Tespect to which services or goods are placed on consignment, guaranteed sale, or other tenns by reason of which the payment by the ObHgor may be conditional ; (iv) Accounts with respect to which the Obligor is not a natural person or who fails 10 have a policy of insurance that is available to satisfy the amounts owing to any Seller , or , fails to have a claim or has a claim against a third party but who , in the Business Judgment of Purchaser, will not likely result in a full satisfaction of the amount owing to Purchaser ; (v) Any and all Accounts as to which tbe perl'ection, enforceab ili ty , or validity of Purchaser's ownership interest in purchased Accounts or Collateral or security interest in such Account , or Purchaser 's right or ability to obtain direct payment to Purchaser of the proceeds of such Account, is governed by any federal or state statutory requirements other than those of the Uniform Commercial Code, including any Account subject to the Federal Assignment of Claims Act of l 940 ; provided , however , that an Account shall not be deemed ineligible by reason of this clause (e) if Seller has completed all of the steps necessary, in the Business Judgment of Purchaser , to comply with the Federal Assignment of Claims Act of 1940 , and any applicable regulations in connection therewith, with respect to such Account or will otherwise be collected in the Business Judgment of Purchaser ; (vi) Accounts which may be subject to offset or recoupment by the Obliger, whether as the result of goods sold or services rendered by the Obligor to Seller, any contractual a 1 Tangement between the Obliger and Seller (including any lease) or otherwise ; (vii) Those Accounts where Purcbaser has notified Seller that the Account or Obl . igor is not acceptable to Purchaser, in Business Judgment of Purchaser ; (viii) Accounts for which services have not yet been rendered to the Obligor or the goods sold have not yet been delivered to the Obligor (commonly referred to as '' pre - b illed accounts") ; (ix) Any Account with respect to all or part of which a check, promissory note , draft , trade acceptance, or other instrwnent for the payment of money has been received, presented for payment, and returned uncollected for any reason ; (x) Any Account with respect to which SeJler, without the written consent of Pur c h aser , has agreed to or has otherwise extended the maturity of the Account beyond the Repurchase Period as specified in Item 6 of the Schedule ; (xi) Any Account with respect to which any one or more of the following events has occurred to the Obliger on such Account : death or judicial declaration of incompetency of a Obligor who is an individual ; the filing by or against the Obligor of a request - or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a b a nkru pt , winding - up, or other relief under the bankruptcy , insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect ; the making of any general assignment by the Obligor for the benefit of creditors ; the appointment of a receiver or trustee for the Obliger or for any of the assets of the Obiigor , including, without li mi tat io n , the appointment of or taking possession by a "custodian," as defined in the Bankruptcy Code ; the institution by or

5 against the Ob li gor of an y other type of insolv e ncy proceeding (under the ba nkru ptcy laws of the United States or otherwise) or of any formal or in forma l proceed in g fo r the dissolution or liquidation of, settlement of claims against , or winding up of affairs of, the Obligor ; or the sale , assign m e n t, or transfer of all o r any material pait of the assets of the Obligor ; or the nonpayment general l y by the Obligor of its debts as they become due ; (xii) Any Account in whic h Purchaser does not h ave a duly perfected , first - priority ownership interest and sec uri ty interest, subject to no other Lien, except for Pennitted Liens ; (xiii) Any Account which is evidenced by a note , draft, trade acceptance, o r other instrument for the payme n t of money where such instmment, document, chattel paper , note , draft , trade acceptance or other in str ument bas not been en d orsed and delivered by Seller t o · Purch a ser , or , (xiv) Any Account in which fails to have an Obligor in direct privjty with the S e l l er e nter into issue a l egally e nfor cea b l e Assignmen t ofBenefits and/or Letter of Protecti on in a form and content that is acceptab l e to Purchaser duly executed by the Obliger and the Obligor's Jaw fitm that s haJI b e authorized to practic e law in the State of Florida whereby suc h l aw firm sha l l agree to receive , protect and pay ove 1 · to Purchaser insuranc e claims payment s or other s um s derived from third - party Ob 1 igors whether due to settlement or e n try of judgment . 23. "Events ofDefault" see Section 17 .l. 24. "Ex pected Net Realizable Val ue " means the aggregate Gross Va l ue of a pool of Accounts minus Contractual Adj u s tments , as est im ated by the Seller and as reasonably acceptable to Pur chaser, which shall be subject to further adjustment by Purcha se r , in the Bu siness Judgment of Purchaser , to reflect the payment history of the Accounts and its own estimate of the Contractual Adjustments . 25. ''Exposed faym ents '' means payments received by Purchaser from or for the account of a Obligorthatmay subject Purchaser to an avo 1 dance clai m underthe United States Bankruptcy Code or a n y other insolvency l aw . 26. "Exp ress Funding Fee " means requests fo r Adva n ces under this Agreement made by Purchaser to Seller on a time frame l ess than a week since any prior week's Advance as described in Item 15 . b of the Schedu l e . 27. " Fac e A mount " for the purposes of determi n ing Discount Fees, mean s t h e face amount d u e o n each set of a pool of Accounts at the ti m e of purchase under this Agreement , or the Ex,pected Net Realizable Va l ue of the pool of Accounts at the time of purchase , wh i chever is less . 28. "G AAP " means generally accepted accom 1 ti n g principles set forth in the opinio n s and p r onouncements of the Acco un ting Principle s Board of the American In stitute of Ce 1 tified Public Accountants and s tatements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination and applied on a consistent basis . 29. " General Intangibles " means a ll of Seller's present and future general in t angibles and a ll other presently owned or hereafter acq 1 . 1 i r ed intangible personal property of Sellers (including payment intangib l es and any and al l choses or things in action, goodwill, patents and patent applicatio n s, tradenames ,

service marks, trademarks and trademark applications , copyrights, blu ep rints , drawings, purchase orders , Obligor lists, monies due or recoverable from pension funds, route lists, infringement claims, software, com p ute r programs, computer discs , computer tapes, lit eratu re , reports, catalogs, deposit accounts, tax refunds and ta . , : refund c l aims) other than Goods and Accounts, as wellas Seller's books and records relating to any of tbe foregoing . 30. "Goods" means all of Seller's present and h ereafte r acquired goods, as defined in the UCC , wherever located, including imbedded software to the extent in . eluded in "goods" as defined in the UCC, manufactured homes, and standing timber that is cut and removed for sale . 31. "Government Accounts" means any Accounts which i s the obligation of the United States of America, or any State or Territory of the United States of America, and the District of Columbia, or any of their respective agencies, whether under Medicare or Medicaid or otherwise, and whether or not the Healthcare Receivable is the primary obligation of such government, agency , or agent . 32. "Gross Value" means the total billing amount of each pool of Accounts exclusive of any Contractual Adjustments . 33. "Guarantor" means each of the entities set forth in Ttem 31 of the Schedule . 34. "Healthcare Services" shall mean all healthcare services of any kind rendered by . or under contract with, a Seller, including without limitation services oflicensed physicians , nurses or other licensed or · u nl i censed healthcare personnel, the provision of room , board and daily living assistance at licensed healthcare facilities, home care services, transpo 1 tation to or from healthcare facilities, or the sale, assignment, lease or license whether before or after the date of this Agreement of including without limitation healthcare related equipment, prosthetics, phannaceuticals or other goods . 35. "Ineligible" means an Account within a pool of Accounts determined by Purchaser to be (neligible in its sole discretion . 36. "Initial A(lvance" Jlleans the first Advance P - µrchaser makes to Se ll ers after Purchaser enters into this Agreement. 37. "Insolvent" as applied to an Obligor means, such Obligor becomes insolvent or subject to proceeding under Title 11 of the United States Bankruptcy Code or any other insolvency law. 38. "Inventoryl' means all of Sellers's inventory as defined in the UCC. 39. ''Invoice" means the document that evidence or is intended to evidence an Accounts within a poo l of Accounts, including , but not limited to, C l aim Documentation . Where the context so requires, reference to an Invoice shall be deemed to refer to the Account to which it relates . 40. "Lien'' means any security interest, security title, deed to secure debt, deed of trust . li en , pledge , charge, co ndi tional sale or other title retention agreement, or other encumbrance of any kind in respect of any property, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond , in, of or on any assets or properties of a P erson , whether now owned or hereafter acquired and whether arising by agreement or operation of l aw .

41. "Max imum Advance Amount" means the Pace Amount of each pool of Eligible Accounts multiplied by the Advance Rate, as set forth in Item l of the Sc he dule whic h Purchaser , in Business Judgm ent of Purchaser, may Advance to Sellers . 42. "M inimum Monthly Discount Fee" means Th ree Th ousand Dollars ( $ 3 , 000 . 00 ) which reflects the minimum aggregate amount of Discount Fees that Selle r w ill be responsible for per month . 43. '"Misdirected Payment Fee" as set in Item 9 of the Schedu l e . 44. " Monitoring Fee" as set forth in Item 10 of the Schedu l e. 45. "Negotiab l e Collateral'' means all of Se ll er's present and future letters of cred it , advises of credit, notes , drafts , instruments, and documents , including, without limitation, bills of lading and Seller's books and records relating toany of the foregoing . 46. "Obligatio n s" means all in debtedness , monetary and non - monetary obligations and li abilities of Se ll ers to Purchaser of every kind and description , direct or inclirect , secured or unsecured, j 0 int or several, absolute or contingent, due or to become due, including any overdrafts, whether for payment or perfom 1 ance, now existing or hereafter arising, whether presently contemplated or not , regardless of how the same arise, or by what instrument, agreement o r book account they may beevidenced, or whether evidenced by any instrwnent, agreement or book account, i ncluding , but not limited to, all Advances (including by modification, renewal or exte n sion) , all undertakings to take or refrain from taking any action, all indebtedness, liabilities or ob li gatio n s owing from Sellers to ot h ers which Purchaser may have obtained by purchase , negotiation, discount, assignment or otherw i se , and all interest, taxes , fees, charges, expenses and attorney's fees (whether or not s u ch attorney is a regularly salaried employee of Purchaser or any of its Affi li ates) chargeable to Sellers or in curred by Purchaser under this Agreement or any other document or instrument delivered in connection herewith, and whether arising before , during or after the commencement of any Bankruptcy Case in which any Seller is a Debtor . All Advances made to Sellers and all of the other Obligations of Sel l ers , including all fees and expenses with respect thereto, shall constitute one joint i : ind several di r ect and general obligation of both Sellers . Notwithstanding anything to the conh·a,y con t !lined herein , each Obligor sh&ll be joiritly and severally, with each other ObLigor, directly and unconditiona ll y l iable to Purchaser for all Obligations , it being understood t h at t 11 e Advances to Sellers i nur e to the benefit of all Obligors, and that Pw·chaser i s relying on the joint and several liability of Ob li gor as co - makers in extending the Advances hereunder . 47. "Ob li gor(s) " means any Seller, including any per s on other than Selle r ' s pat i ent ( s) who is primarily or secondarily, directly or indirectly responsible for payment and/or performa n ce of any Obligations, including, bu t not limited to, any third - party who by statute, common law , co n tTact or otherwise is responsible to protect and/or pay the monetary obligatio n s owing on an Account . 48. "Patient Co - Pa y ment " means the amount of each Account by the patient not payable by a Obligor . 49. ''Pa tient De ductible '' means the amount of any costs and/or ex,penses t h at are covered by a patient's third - party in sura n ce payor but which the patient must pay before the insurance starts paying covered costs and/or expenses, excluding copays, coinsurance, and non - covered expenses . 50. "Permitted Liens " means (a) Liens or charges for current taxes, assessments or other governmenta l charges which are not delinquent or remain payable without any penalty, or the val idi ty of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof and for which appropriate reserves have been establis h ed in accordance with GAAP (b) deposits 7

or pledges to secure (i) statutory obligations, (ii) surety or appeaJ bonds ; or (iii) bonds for release of attachment , stay of execution or injunction ; (c) statutory Liens on property arising in the ordinary course of bu s iness which, in the agg r egate, do not materially impair the use of such property or materially detract from the vaJ . ue of such property ; (d) Liens existing on the Agreement Date and described in Item 7 of the Schedule ; and (e) Lien s in favor of Purchaser . 51. " Person " means an individual , corporation, partnership, limited liability company , association, trust, unincorporated organization, gov - ernment or any agency or political subdivision thereof, or any other entity . 52. ''P r ime Rate" means the "p rime rate" as set forth in the Money Rates sect i on of The Wall Street Journal or , if not available, Purchaser will substitute a comparab l e index of i ts choice . ' 2 . 53 . "Purchase Date" means the earlier to occur of (i) the date o n which Se ll er has been advised, either through writing or posting on daily settlement reports , which are available to Seller via internet access, that Purchaser has agreed to purchase or has purchased a pool of Accounts and (ii) the date that Seller has assigned a pool ofAccounts to Purchaser via a Schedule of Accounts . 54. "P u rchase Price" means the Face Amount of a pool of Purchased Accounts less the Required Reserve Amount, and Discount Fees and Serv i cing Fees for such pool of Purchased Accounts and any other fees or charges owing by Sellers . In the event tha t Purchaser offers to purchase a pool of Accounts as Purchased Accounts for an amount that is greater than the amounttbat Seller desires at s uch tim . e to receive in exchange for the sale of such Accounts, Seller sha ll have the right to reque s t a Purchase P 1 ice payment less than the total amount offered by Purchaser , however , notwithstanding, Purchaser s h all nonetheless acquire an ownership interest in the entire p oo l of Accounts offered for saJe . 55. "Purchased Acconnts'' means each set of a pool of Accounts purchased hereunder which have not been Closed and constitute an Eligible Account . For the purpose of thjs Agreement, there shall be irrebuttable presumption that Purchaser has purchased al] Accounts within any pool of Accounts offered for sale iJ 1 connection wit h each Schedule of Accounts without any requirement imposed on Purchaser to identify the specific accounts ,n respect to which Purchase Price payments are made such that t he entire aggregate of aJl Accounts within each pool of Accounts shall be deemed Purcha se d Accounts . 56. ''Repurchase Date " means the date on which Seller repurchases a specific pool of Purchased Accounts. 2. $7. '' Repurchase Period" means the period described in Item 6 of the Schedule . 58. "Repurchase" means a pool of Purchased Accounts for which S ll er h as paid to Purchaser the aggregate amount of Advances that Purchaser made to Se ller with re s pect to suc h pool of Purchased Accounts and all accrued and unpaid fees and charg s owing in respect to such Purchased Account by any Obligor under th i s Agreement . 59. ' 'Required Reserve Amount" means the product of the unpaid balance of a po o l of Purchased Accounts multiplied by the difference between 100 % and the Advance Rate des c ribed in It em 2 of the Schedule . 60. ''Reserve Account" means a bookkeeping account on the books of the Purcha ser representing the portion of the Purchase Price which has not been paid by Pw·cbaser to Sellers .

61. "Reserve Shortfall" means the amount by which tbe Reserve Account is less than the Required Reserve Amount. 62. ''Schedule of Accounts" means a fo 1 m s uppli e d by Pur ch a se r , but completed by Seller from time to time wherein Se ll er lists those of its Accounts which it r e que sts that Purchaser purchase under the terms of this Agreement . 63. "Servicing Fees" means the product of the Servicing Fee Percentage mu l tiplied by Balance Subject to Servicing Fees. 64. " Servi c ing Fee Percentage" means a fee in connection with the administration of this Agreement in the percentage set forth in ltem 3 of the Schedule. 65. ''Subordinated Debt " means all of the indebtedness owed by any Seller to any other Person, the repayment of which is subordinated to the repayment of the Obligations pursuant to the terms of a subordination agreement approved by Purchaser in its discretion . 66. "Subordfoate Lien Fee" means a fee that arises immediately upon the attachment of a li e n or security interest in favor of any third party involving any competing secured party who bas not entered into a subordination agreement prior to the closing of this transaction in a form reasonably acceptable to Purchaser in the amount set forth in Item 8 of the Schedule . The Subordinate Lien Fee s h all be _inapplicable to any lien or security interest in favor of any third party involving any competing seemed party who after the date of this Agreement is granted such lien or security interest with the co n se nt of Purchaser . 67. "Undenvriting Fee'' means a fee in connection with the underwriting and verification of Accounts in an amount equal to 1 . 5 ¾ of the total aggregate amount of pool of Purchased Accounts purchased by Purchaser each calendar m on th , 68. "Term" a term based upon and determined by the Tennination Date of this Agreement as described in Item 14 of the Sc h e dul e . 69. "Uniform CommerciaJ Code" - the Unifonu Commercial Code as adopted in the State of Texas and as codified in Section 1 . 101 et seq . , of the iexas Business and Commerce Code, as in effect from time to tim e , or of any other state the la w s of which are required as a r es ult thereof to be applied in connection with the issue of pe 1 fectio 4 of security interests ; provided, that to the extent that the UCC is used to define any term herein or in any other documents and such te 1 m is defined differently in different Articles or Divisions of th UCC, the de fi ni t i on of such term contained in Article or Division 9 shall govern . Other Definitional Provisions . References to the • 'Schedule" or any "Section" or ''Exhibit" refer to the Schedule or a section or exhibit, respectively, of this Agreement unJess otherwise specifically provided . Any of the tenns defined in Section 1 may, unless the context otherwise requires , be used in the singular or the plural depending on the reference . In this Agreement : words importing any gender include t h e other genders ; the words "including" . "includes" and "include" s h a ll be deemed to be followed by the words "without limi tatio n " ; references to agreements and other contractual instruments shall be deemed to include subsequent amendments, assignments, and other modificatioos th ereto , but only to the extent such amendments, assignments and other modifications are not prohibited by the tenns of this Agreement ; references to any Person includes their respective pennitted successors and assigns or people succeeding to the r elevant functions of such Persons ; anyand all terms which a . re defined in the UCC and are not defined herein shall be construed and defined in accordance with the defmition of such terms under the UCC ; all references to statutes and related regulations shall include any amendments of san 1 e and any successor s tat u tes and regulatio n s .

3. Sale; Purc.hase Price; Billing. 3. : 1 . Seller(s) shall offer to sell to Purchaser as absolute owner, with full recourse, such of Seller(s) Accounts as are listed from time to tirue on each Schedule of Accounts . The aggregate amount of the first series of Eligible Accounts offered to Purchaser shall equal or exceed an Expected Net Realizable Value sufficient to qualify Seller for an initial advance of not less than $ 500 , 000 . 00 . 2. Each Schedule of Accounts shall be accompanied by Invoice Documentation and such evidence supporting each pool of Accounts as Purchaser shall from time - to - time request . 3. At the time eacn Schedule of Accounts is delivered by Seller to Purchaser, Seller must offer for sale to Purchaser all Accounts owed to Seller by an Obligor and any such pool of Accounts created thereafter . Atthe time that each Schedule of Accounts is submitted to Purchaser and/or any Account is sold to Purchaser hereunder by any Seller wil . l be deemed to be a reaffirmation of each of Sellers's warranties and representations hereunder . 4. Seller shall not . without the prior written consent of Pw·chaser in each instance , change or modify the te 1 ms of the original Invoice or Invoice Documentation relating to any Obligor , Purchased Account or Accounts as are listed from time to time on each Schedule of Accounts . 5. Purchaser may, in Business Judgment of Purchase r , elect to purchase from any SeJler such Accounts as are offered for sale to Purchaser and that Purchaser determines to be Eligible Accounts . 6. Purchaser shall (subject to Purchaser's satisfaction of the conditions set fo 11 b below), advance to Seller from time to time, once a week, the amount requested by Seller in such request (any such advance, an ' 'Adva n ce" and all such advances made hereunder , collectively, the "Advances"), which request shall include applicable detail , in fonn and substance acceptable to Purchaser, of the Face Amount of each pool of Eligible Accounts that are being advanced against (whether in total or just a portion thereofj pursuant to such request and a list of any ineligible Accounts that were previously Eligible Account(s) hereund er . If Sellers requests from Pt 1 rchaser Advances on a time frame less than a week since any prior week ' s Advance (''Express Funding Request ") , and if Purchaser in Business Judgment of Purchaser elects to accept such Express Funding Request, then Purchaser wi 11 advance to Seller from time to time , the amount requested by Seller in such request within approximately twenty - four ( 24 ) hours of receipt of a written request (email being sufficient) from Sellers (unless such advance obligation falls on a non - business day iIJ which event such Ad . vaoce shall be made the next business day) which request shall inch, 1 de applicab l e detail , in form and substance acceptable to Purchaser, of the Face Amount of each Eligible Account within the pool of Eligible Accounts that are being advanced against (whether in tot&! or just a portion thereof) pursuant to such request and & list of any ineligible Accounts that were previously Eligib l e Account(s) hereunder . Purchaser ' s obligation to advance hereunder is subject, in each case, to Purcha ser ' s satisfaction of the following condition s in its sole discretion : (i) the aggregate principal amount advanced hereunder shall not exceed the then current Availability as detennined by Purchaser ; and (ii) in no even t shall any Advanc e or Advances attributabl e to any pool of Account s exceed the Advanc e Rate multiplied by the Face AmoW 1 t of such poo l of Accounts . Each Eligible Accoun t or Eligibl e Accounts h e r e und e r shall be deemed to be purchased in its entirety at any time it i s included in Availability for purpose s of this Agreement . 7. Any Advance requested by any Seller and made by Purchaser or at any time outstanding in excess of the Maximum Advance Amount or any other limitation set forth in this Agreement will, n evertheless , be subject to the terms of this Agreement : , will constitute Obligations for all purposes and be secured by the Collateral . 10

8. Seller hereby authorizes and directs Purchaser to make Advances to or for the benefit of SelJer upon receipt of instructions from any of the persons listed on Item 11 of the Schedule . Purchaser shall have no liability what . soeve r to Seller or any other Person for acting upon any such instructions which Purchaser, in good faith, believes were given by any such person , and Purchaser sbalJ . have LIO duty to inquire as to the propriety of any disbursement . Purchaser is hereby authorized to make the Advances provided for herein based on instructions received by facsimile, electronic mail, telephone or other method of communication from any of such persons . Although Purchaser shall make a reasonable effort to determine the person's identity, Purchaser shall not be responsible for determining the authenticity of any such instructions, and Purchaser may act on the instructions of anyone it perceives to be one of the persons authorized to request Advances hereunder . Pm - chaser shaJl have the right to accept the instructions of any of the foregoing persons unless and until Pm - chaser actually receives from Seller (in accordance with the notice provisions of this Agreement) written notice of t ermination of the authority of that person . Seller may change persons designated to give Purchaser borrowing iostructions only by delivering to Purchaser written notice of such change . Seller will ensure that each telephone instrnction from any person designated in or pursuant to this paragraph sbalJ be fo ll owed bywritten confumation of the request for disbw - sement in such form as Purchaser makes available to Seller from time to time for such purpose ; provided , however, that Seller ' s failure to provide written confirmation of any telephonic instruction shall not invalidate such telepboruc instruction . 9. Seller will only use billing formats tbat have been disclosed to Purchaser and in forms that Purchaser bas approved, and Se ll er ' s use or issuance of such billing formats will be conclusive evidence of assignment and transfer hereunder to Purchaser of the pool of Accounts represented thereby, whether or not Seller executes any other instrument with regard to any specific Account . 4. Fees and Expenses . Seller sba.11 pay to Purchaser the following fees, expenses , and other charges: 1. C l osing Fee . The non - refundable Closing Fee as described on S chedllle Item 14 due and deemed folly earned on September 29 , 2023 , and payable at Closing from Purchaser ' s Initial Advance . 4 , 2. Discount Fees. The Discount Fee is payable on the date on which a Purchased Account is purchased and payable every thirty (30) days thereafter until s uch Purchased Account is Closed. 3. Servicing Fees. The Servjcing Fee payable on the date of the initial Advance and payable 011 first day of each month for the immediately prior month period. 4. Minimum Monthly Discount Fee . The Minimum Monthly Di s count Pee which . s hall commence thirty ( 30 ) days after the commencement of the Term and shall be payable on the first day of each month thereafter . 5. Misdirected Payment Fee . The Misdirected Payment Fee payable i m mediately upon accrual . It - i s recognized that the costs imposed upon Purchaser by the Seller's action or inaction resulting in the imposition of this fee are difficult to ascertain, and this fee represents the good faith effort to pompensate Purchaser without imposing upon the parties the expensive burden of litigating tha t cost and is the agreed liquidated damages with result therefrom . 6. Monitoring Fee . The Monitoring Fee accrues and is payable on first day of e ach month for the immediately prior month period for services perfonned in connection with monitoring Seller's perf o rmance hereunder . 7. Early Termination Fee . Applicable only io the event that this Agreement is terminated by Purchaser as a result of an Bveot of Default or by Seller for any reason prior to the end of the initial Tenn J I

12 orany successive Term(s) , Se ll ers will pay to Purchaser Early Tenninat ion Fee on or prior to the effective date of s uch tennination an early tennination fee. 8. Express Funding Fee . The Express Funding Fee accrues and is payable upon Purchaser's acceptance of any Express Fru 1 ding Request from Seller . 9. Out - of - pocket Expenses . The out - of - pocket expenses directly incurred by Purchaser in the administration of this Agreement such as wire transfer fees, electronic funds transfer fees , postage and all audit fees - per Schedule Item 14 , subject to economic adjustment at Purchaser' s sole discretion . 10. Collection Services Fee . $ 100 . 00 per hour for Collection Services performed by Purchase - r ' s clerica l staff or to reimburse Purchaser for Collection Services performed by a third party hired by 'Purchaser ; and $ 300 . 00 per hour for Collection Services performed by Purchaser ' s management staff . 4. l l . Field A udit Expenses . $ 2 , 500 . 00 per day plus travel expenses in respect to each audit . Unless one or more Events of Default have occ 1 m ed, Sellers shal l not be required to pay for more than four audits during any twelve - month period during the Term of this Agteement . 12. Underwr iting Fees . The Underwriting Fee on the date on which a pool of Purchased Accounts is pw·chased and the Undenvriting Setup Fee upon execution of this Agreement . 13. S ubordinate Lien Fee . The fee payable when any Lien , except for Permitted Liens , 1 s obtained by , or given to any Pe rson in any Collateral . 14. Other Charges. Such other fees and expenses as specified in this Agreement 5. Reserve Account. 1. Upon SeJler's request, Purchaser shall pay to Seller once a week , on days that Purchaser is open for business , up to any amount by which the Reserve Account exceeds the Required Reserve Amount, subject to Purchaser's right to charge tpe Reserve Account with any Ob li gations . 2. Purchaser may pay any amoUJ 1 ts due Seller hereunder by making a credit to the Reserve Account . 3. Selle r shall pay to Pur chase r , on demand, the amount of any Reserve Shortfa ll . ff a Reserve Shortfall continues to exist for ten (] 0 ) days after notice of sa m e is issued by Purchaser , Se ll er sha ll pay, which payment may be effected b y Purchaser making a debit to any Purchase Price payment made o r available to be made by Purchaser, a fee equa l to three percentage points ( 3 % ) in excess of Prime Rate which fee wlll continue until the Reserve Shortfall is eliminated . The imposition of Sl!C h fee shall not be deemed to excuse a late payme n t or be deemed to constitute a waiver of any othe r rights of Pu rchaser und er th i s Agree m ent . 4. Purchaser may retain the Reserve Account for ninety ( 90 ) days following tem 1 ination of this Agreement, to be applied to, inter alia, payment of any Obligations, r egardless of whether such Obligations accrued before or after tetinination, and until Complete Tennination . 6 . Collections . Seller(s) will irrevocably and unconditionally cause the Proceeds of each pool of Accounts to be forwa rd ed by all Obligors, or their authorized law finns who have been authorized to collect sucb Proceeds with the consent of Purchaser , directly to a lockbox designated by Purchaser (''Lockbox Account") . Sucj, Lock box Apcount shall pe maintained by in a Deposit Account set forth in Item 25 of the

13 Schedule and all Proceeds of Accounts received in such Lockbox Account shall be deposited in a bank account in Seller's name and owned by Seller at a banking institution set forth in Item 25 of the Schedule for application to the Obligations . All checks or other remittances received by Seller for application to the repayment of each pool of Accounts will be received by Seller, in trust, for the sole benefit of Purchaser , shall not be comingled withany of Sellers funds , and Seller will tum over to Purchaser the identical remittances · as speedily as possible and no later than two ( 2 ) Business Days after receipt, appropriately endorsed, if necessary . As compensation to Purchaser for delays in the collection and clearance of such checks, Sellers agrees to pay all applicable fees o n each remittance , including wire transfers, from the date of Purchaser ' s receipt thereof plus the number of days at the rateapplicable to Advance(s) outstanding . Sellers will account fully and faithfully for and promptly pay or tum over to Pl . ltchaser proceeds in whatever fonn received of the sale or other disposition of any Collateral, and Seller agrees that the inclusion of proceeds in "Collateral" will not be deemed to mean that Purchaser consents to Seller's disposition of Collateral other than in accordance with the te 1 ms of this Agreement . 7. Account Disputes . Sellers shall notify Purchaser promptly of and, i f, but only if, requested by Purchaser in writing, at Sellers sole cost and expense, will seek to settle all disputes concerning any pool of Purchased Accounts . No final resolution shall be made without Sellers having first obtained Purcha s er ' s express w 1 itten authorization . Purchaser shall at all times be in - evocably authorized, but not required, at Sellers ' sole expense to settle, compromfae, or litigate (collectively , "Resolve") any dispute concerning any pool of Purchased Accounts upon such terms as Purchaser in its sole discretion, deems advisable, without otherwise seeking Seller 1 s consent . Upon the occurrence of an Event of Default, Purchaser is also authorized to Resolve any dispute concerning any Account without seeking Seller's consent . 8. Re _ purchase Of Acco un t . Purchaser may (on demand , or, at Purchaser ' . s option, by Purchaser debiting the Reserve Account or by requiring payment from Sellers) require that Sellers repurchas e a PLtrchased Account for an amount equal to the greater of (i) the then unpaid to Purchaser Face Amount of any pool of Purchased Account s or (ii) the aggregate amount of Advance s attributabl e to such pool of Purchased Accounts , t og et h e r , in each case, withany unpaid fees including those as described in Section 4 above, upon the occutTence of the foJiowing : 1. Any Purchased Account within the pool of Purchased Accounts , the payment o f which has been djsputed by a Obligor , Purchaser being under noobligation to detennine the legitimacy or validity of suchdispute ; 2. Any Plll'chased Account within the pool of Purchased Accounts with respect to which any Seller has breached any warranty or covenant as set forth in Sections 10 and 11 of this Agreement . 3. Any Purchased Account wit h in the pool of Purchased Account s i n respect fo which in Purchaser's so l e credit judgment a Obligor has become Insolvent , or a Obligor has indicated an inabilit y or unwillingness to pay the Purchased Account when due ; 4. The entire pool of Purchased Accounts upon occurrence of an Event of Default or upon the tennination date of this Agreement ; and 5. The entire pool of Purchased Accounts that remains unpaid beyond the Repurchase Period . 9. Purchase and Sale of Acco u nts and Security Interest . Sellers hereby sells, transfers, assigns and o therw i se conveys to Purchaser (as a sale by Seller and a purchase by Purchaser , and not as security for any indebtedness or other obligation of Sellers to Purchaser) alJ 1 ight : , title and interest of Sellers in and to each pool of Accounts accepted by Purchaser for purchase hereunder, together with all related rights (but not obligations) of Sellers with respect thereto, including all contract rights , guarantees, letters of credit, liens in favor of Sellers,

14 insurance and other agreements and anangements of whatever characte r from time to time supporting or securing payment of all accounts and all right, title and interest of Sellers in any related goods, including Seller's rights and re med ies under Arti . c l e 2 , Part 7 of the Unifoon Commercial Code . The foregoing sale, transfer , assignment , and conveyance does not constitute and is n ot intended to resu lt in an assumption by Purchaser of any obligation of Selle r s or a ny other person in co nnecti o n wit h each pool of Purchased Accounts or related rights or under any agreement or instrument relating thereto . Sellers agrees to execute and deliver suc b bills of sale, ass ignm ents , letters of credit , notices of ass ignm en t , financing statements (includ i ng continuation statements) under the Uniform Commercial Code and other documents, and make s u ch entries and markings in its books and records, and to take al I such other actions (incl udin g thenegotiation, assignmen t or transfer ofnegotiab l e documents, l etters of c r edit or other instruments) as Purchaser may request to further evidence or protect the sales and assignments of each pool of Purchased Accou n ts and related rights to Purchaser hereunder, as well as Purchaser's interest in any returned goods . To induce Purchaser to enter into this Agreement, make Advances to Sellers, and to secu r e the Obligations, Sellers each indivi dually and collectively hereby grants to Purchaser , all of Sellers' right, title and interest in and to all of the Collateral . Notwithstanding the creatio n of this security interest, the relationship of the parties constitutes an Account Purchase Transaction as described in Section 32 . 10. Represe ntations and Wananties. Seller represents and warrants that: 1. It is fully authorized to enter into t h is Agreement and to perform all obligatio n s hereunder; l0.2 . This Agreement to which each Seller is a party constitute val id , binding, and enforceable obligations of Se ll ers in accordance with the terms hereof aud the r eof, except as enforceab'ility may be limited by bankruptcy, insolvency , fraudulent conveyance, moratorium or other sim il ar laws applicab l e to creditors' rights generally or by generally applicab l e equitable principles affecting the enforceme n t or creditors' rights ; 10 . 3 . With regard to each pool of Purchased Accounts as each Pur chased Account arises Se ll er will h ave made delivery of the goods or will have rendered the services ordered _ ; the Obligor will have accepted the goods and/or services ; and no Obligor dispute w ill exist in any respect, incl uding , without limitation, disputes &S to price , te 1 ms, warranties, quantity or qua li fy . and claims of set - off, release from liability or defense based upon any act of God or a pub l ic enemy o r war or because of the requirements of law or of rules, orders, or regulations having the force of law ; a ll i nventory is in good condition, meets all app li cab l e governmental standards and is currently usable or saleable in the ord i nary cmo - se of Seller's business for a price app r ox i mating at least Se ll e r' s cos t thereof ; all Equipment is in good condition and state of repair , ordinary wear and tear excepted ; all Collateral meets applicable govern m ent standards ; l 0 . 4 ; Seller has not used any other l ega trade or fictitious names, nor pas Se if er been deemed an entity formed in any jurisdict i on other tban as disclosed in Item 16 of the Schedule and Se ll er h as not been a party to any merger or p ur chased asset s from any other Person other than in t h e o r cli n ary course of business ; and each of Seller's c hi ef executive office and principa l place of bus i n e ss , all [n ventor y , all Equipment and all other Collatera l i s l oca t ed at the addresse s (including the co un ty) set forth on Item 21 of the Schedul e and h as not been located a t any other location during the five year period prior to the Agreemen t Date . 10 . 5 . Each Seller ' s exact l egal name , type of organization, state of organization and organ i zational identification number are fully and accurately set forth on ltem 16 of the Schedule, and Seller is duty organized and validly ex i sting under the laws of such state of organization ; 10 . 6 . The execution, delivery , and performance of this Agreement are within Se ller s' corporate powers , have been duly authorized, do n ot v i olate Sellers constituent documents, any law or regulation,

15 including without limitation , any law or regulation re l ating to occupational health and safety or protection of the environiuent, applicable to Seller, or any indenture , agreement, or unde 1 taldng to which each Seller is a party or by which Seller or Selle r ' s property is bound ; I 0.7. Sellers have n o subsidiaries or othe , i r nvestment s in other Person s , except as set forth on Item 17 of the Schedule: I 0 . 8 . Each Seller is in comp li ance in all material respects w i th all la ws, rules and regulations applicable to Seller, including laws , rules or regulations concern in g the environmen t , occupational health and safety and pensions or other emp lo yee benefits ; l O . 9 . Except as set forthon Item 18 of theSchedule , there i s no Iiti gat i oo or investigation pending against Sellers ( or, so far as S e l l er i s aware, threatened ) w h i c h , i f jt were decided adversely to S elle r s , co uld reasona bly be expected to have a materia l adverse effect on Sellers, Seller ' s fmaocial or o perational cond i t i on or Se ll er ' s prospects (taking into account any insuranc e coverag e that has been acknowledged by the insurer) ; 10 . l 0 . Neither Se ll er is indebted f . o any other Person for money ban - owed nor has Seller issued any guaranty of payment or performance to any other Person other than Purchaser , except as set forth on Item 19 of the Schedule ; l 0 . 11 . Since the date of the financial statements of Sellers most recently delivered to Purchaser , there has b een no material adverse change in Sellers' business , Sellers' financial or operational condition or Sellers ' business prospects ; I 0 . 12 . Each Se ll e r is , and afte r giving effect t o the initial Advance under thi s Agreement and the application of the proceeds of such initi al Advance each Seller will be, so l vent artd h as sufficient revenues to pay Sellers ' obligations as they come due and adequate capita l with whic h to conduct Seller ' s busines s ; 10 , 13. Seller or its authorized representative properly executed this Agreement in Seller's name and on Selfer's behalf and a ll of Seller's signatures on this Agreement are genuine; I 0. I 4. Seller is solve nt , in good st anding _in the jurisdiction of its organization and a bl e to pay its debts as th ey mature ; I0.15 . Se!Jer has fi led all.applicable tax returns and required repmts and is current on pa yment of all taxes, assessments, fees, deposits and other governmental charges; 10 . 16 . All financial statements and informat i on relating to Seller w hi ch have been furnished b y Seller to Purchaser are true, correct artd complete in all material respects , and there have been no material adverse changes in th e condition (financial or otherw i se) of Se ll er since s ubmi ss ion . l 0 , 17 . Seilers have good and marketable tit l e to the C o l la te r al , free of all Liens except fo r Pennitted Liens , and no financing statement, noti ce of Lien, deed of trust , security agreement, o r any othe r agreement or instrumen t creatihg o r giving notice of auy Lien against a n y of the Collat : ernl ha s been sigued, authorized or delive r ed by Seller, exce pt in Purchaser 's favor o r with respec t to Permitted Liens ; 10 . 18 . Item 22 of the Schedule accurately describes the ownersh i p o f Se ll e r 's capital stock, membership interests or other equity interests .

10 . 19 . Seller is not engaged as one of Selier's principal activities iJ 1 owning, canying or financing the purchase or ownership by others of "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Re - serve Systemt Seller owns no real property and leases no real property other than as listed on Item 24 of the Schedule and a list and brief desctiption of all bank accounts maintained by Seller - with any bank o . r financial institution is set forth on Item 25 of the Schedule . 11. Covenants By Seller . 1. Each poo l of Purchased Accotmts are and will r ema in : (a) bona fide, enforceable, existing obligations created by the full and complete rendition of se r v i ces or the unconditional sale and delivery of goods in the ordinary course of Seller's business ; (b) unconditionally owed and will be paid to Purchaser in full without any assertion of a defense, dispute, offset, counterclaim, or right of return or cancellation, other than Accounts owed by an Obligor which become subject to any bru 1 kruptcy or state debtor relief proceeding ; and (c) sales made to an entity that is not Affiliated with Seller o r will at aJI times represent an "arm's length" transaction . 2. Seller shall not create, incur, assume, or pennit to exist any security interest or lien or any fo 1 m of adverse ownership interest or claim upon or with respect to any pool of Purchased Accounts or Co llat e ral in which Purchaser now or hereafter holds an ownership or a security interest . Before sending any Invoice to an Obligor, Seller shall mark same with tJ 1 e fonn of payment instructions required by Purchaser . 1 I . 3 . Seller, within three ( 3 ) business days of thefo J lowing , shall provide Purchaser withwritten Notice of (a) any billing dispute including, but not limited to, any chaJ 1 enge by an Obliger as to an Invoice amount, damage to cargo, returns or allowances or claim for loss or (b) actual or imminent bankruptcy, insolvency , or material impairment of the financial condition of any Obligor . 11 . 4 . Seller shall not, without the prior written consent of Purchaser : (a) grant any extension of time for payment of any Account within each pool of Purchased Accounts, (b) compromise or settle any Account within each pool of Purchased Accounts for l ess tban tbe full amount thereof, (c) release i 11 whole or in part any Obligor, or (d) grant any credits, discounts, allowances, deductions, returri authorizations or the like with respect to any Account within each pool of Purchased Accounts . 11 . 5 , Seller shall timely pay all payroll and other taxes (and make all required depositsin a timely manner) ; shal l file all quarterly, annual, and other periodic tax and infonnation reports, and shall provide proof thereof to Purchaser in such fonn as Pw·chaser shall reasonably require . 11 . 6 . Seller sba 11 at any time during the teJm of this Agreement and as may be requested by Purchaser fully c ; omplete and execute such forms autho 1 ized by the Department of Treasury pe 1 mitting Purchaser to, among other things, inspect or receive tax information relating to any tax infonnation pe 1 taining to Seller as may be desired by Purchaser . l l . 7 . Seller shaU maintain insurance at all times on all insurable property owned or leased by Seller in such manner to the extent and against at least such risks (in any event, including but not limited to fire and business interruption insurance) as usually maintained by owners of similar businesses and properties in s imil ar geographic areas . A 11 such insurance shall be in such form and written by such insurance companies acceptable to Purchaser . 11 . 8 . Seller shall not sell, transfer or assig 11 more than 10 % of SeUer's assets to any non - affiliate without first receiving Purchaser ' s written consent . )6

17 11 . 9 . From time to time as requested by Purchaser, Purchaser or its designee shalJ have access , duri n g reasonable bu si ness hours (if prior to an Event of Default and at any time if on or after an Event of Default), to all premises where Collateral i s l ocated for the purposes of in spect in g (and if after the occurrence of an Event of Default , removing) any of the ColJateral, including Seller's computers and books and records , and Seller sha ll pennit Purchaser or its designee to make copies or extracts therefrom . Seller h ere by irrevocably author i zes all of its accountants and third parties to disclose and deliver to Pw - chaser , at Se ll er's expense, all financial information , books and records, work papers , management reports and other information in their possession rel ating to Se ll er . l l , 10. Purchaser shaU at no time be a deemed fidu c i ary of the Seller , although Se ll er may be a fiduciaiy oftbe Purchaser. 12. Collateral Covenan ts . 1. Se ll er will notify Purchaser promptly of and settle all Obligor dispu tes, but, if Pu r chaser so elects, Purchaser will have the rightat all times to settle, compromise, adjust, or litigate all Obligor disputes directly witb the Obl i gor or other complainant upon such terms and co ndi tio 11 s as Purchaser deems advisable without incurring liability to Seller for Purchaser 's performance of s uch acts . AIL of Selle,· ' s book s and records concerning Accounts within each pool of Purchased Accounts and a copy of Seller ' s ge n eraJ l e dger will be maintained at the address of Seller 's chief exec utive office set fort h on Item 21 of the Sched ule . All Accounts within eac h pool of Purchased Accounts included o n any Borrowing Base Certificate will be , except as indicated on such Borrowing Base Ce 1 tificate or su bsequently in writing to Pw·chaser , bona fide and existing obligations of Obligors arising out of the sale of goods and/or the rendering of services by Se ll er i n the ordinary course of Se ll er's business, owned by and owing t o Seller without defense , se toff o r co unterclaim, and will be subject to a pe 1 fected , first - priority security interest in Purchaser's favor and will be free and clear of all othe r Liens . 2. All Co ll ateral w ill at all times be owned by Sellers, and Sellers will defend Seller's title to the Co llateral against the claims of third parties . Sellers will at all times keep accurate and complete records of th e Collateral . 3. Sellers will give Purchas et at least 30 days' prior wrjtten notice of any change in Seller ' s name , state of organization o r o r gan i zatio nal identifica ti on number , any change in the l ocation of Seller's principal place of business or c h ief executive office, any change in the locations of Seller's Inventory o r Equipment and any acqu i sition by Seller of any interest in real property . SeJle 1 · will, at Seller's expense, promptly ex cute and deliver from time t o time at Purchaser 's request and pay th e costs of filing such add it iona l financing statements, or other evidence of Liens as may be necessruy or desirable to perfect or con t in u e perfection of Purchaser ' s security interest in Seller's property or, at Purchaser's r equest, to create and perfect a Lien on newly acquired real property . Seller wi ll use all reasonable efforts to obtain from any landl ord, warehouse m an , processor or other third party operato r of prem i ses o n w hi ch any Collateral jg located an acceptable Lien waiver o r subordination agreement in Pu rchaser ' s favor with respect to such Co llateral . Al I Collatera l i s and will continue to be , except as exp ressly consented to by Purchaser , personal property and will n ot, by reason of attachme nt or connectio n to any realty , ejthe r become or b e deemed to be a fixture o r appurtenance to such r ea l ty and will at all times be readily removable without material damag e to any realty . In the event that any Collateral, including proceeds, i s evidenced by or consis t s of Negotiable Collateral , Seller shafl , promptly upon written request therefor from Pm ' chaser , endorse and ass i gn suc h Negotiable Collateral over to Purchaser and deliver actual physical poss ess ion of the Negotiable Collateral to Purchaser . Seller sha ll at any time and from time to time take such ste ps as Purchaser may reasonably request for Purchaser ( i ) to obtain an acknowledgment, in form and substance reasonably satisfactory t o Purchaser , of any ba il ee having possession of any of the Collateral that such bailee holds

such Collateral for Purchaser, (ii) to obtain "c ontrol" of any investment property, deposit accounts , ]etter of - credit rights or chattel paper (includingelectronicchattelpaper) in accordance with Article 9 of the UCC , with any agreements estab l ishfog contrnl to be in form and substance reasonably satisfactory to Purchaser , and (iii) otherwise to insu r e the continued perfection a n d priority of Purchaser's security interest in any of the Collateral and of the preservation of its rights therein , Purchaser may . from time to time at Seller's exp e nse , obtain an appraisal on some or all of the Collateral . 4. If any Se ll er shal J at any time acq u ire a commercial tortcla i m, Seller shall promptly notify Purchaser in a wiiting signed by Seller of the details thereof and grant to Purchaser in such writinga security interest therein and in the proceeds thereof, a ll upon the terms of this Agreement, with suc h writing to be in form and substance reasonably satisfactory to Purchaser . 5. Purchaser may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Co ll ateral as "all assets" of Se ll er or words of simi l ar effect and which contain any other j n fo 1 mation required by Part 5 of Attic le 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether Seller is an organization, the type of organization and any organization identification number issued to Seller . Seller agrees to furnish any such information to P u rchaser promptly upon request . Any such financing state ments, conti n uation statements or amendments may be filed at any time by Purchaser in any jurisdiction . Seller acknowledges that it is not authorized to file anyfu 1 ancing statement or amendment or termination s tate m ent with respect to any financing statement naming Seller as the debtor and Purchaser as the sec ured party without the prior written consent of Purchaser , and Seller agrees that it shall n ot do so without the prior written consent of Purchaser . 13. Negat i ve Covenants. 1. No Merger . Ne i ther Seller will merge or consolidate with any other Person or sell, transfer , l ease, abandon , or otherwise djspose of a substantia l portion of Se ll er's assets or any of the Collateral or any interest therein , except that , so long as no Event of Default has occurred and is continuing, Seller may sell . µiventory in the ordinary course of Seller's business . 2. No Debt or Liens ; Taxes . Neither Seller will obtain or attempt to obtain from any Person othe r than Purchaser any loans , advances, or other fi n a n c i a l accommodations or indebtedness of any kinq , nor will Seller enter into any direct or indfrect guaranty of any obligatiou of anothe r Person, other than (i) Subo r dinated Debt , and (ii) indebtedness in connection with purchase money sec u rity interest s constituting Permitted Liens (and capital l eases) not to exceed, in aggregated principal amount, the a . mount set forth on Item 7 of the Schedule at any one tUTle outstand i ng . Seller wilt not pennit any of Seller's assets to be s ubject to any Lien other than Permitted Liens, except for consensual liens that only first arise after the execution of this Agreement and who execute the form of lntercreditor and Subordi n ation Agreement that are required to b e signed by other Permitted Lien holders as of the Closing Date and s ubject to approval by Purchaser in the Business Judgment of Purchaser . Seller sha ll pay when due (or before the exp i ration of any e> .. ' 1 . ens i on period) any ta x or other assessment (including all requi . red payments or deposit s with respect to withholding taxes), and Seller will, upon request by Purchaser, promptl y furnish Purchaser with proof r easona bly satisfactory to Purchaser that Seller has made such payments and deposit s . 3. No ERISA L i ab il ities . Neither Seller will make timely payments of all contributions required to meet the minimum funding s tandards for Se ll er ' s employee benefit plans subject t o the 8 mploye e Reth·ement In cp me Security Act of 1974 (as amended, "B RISA ") and wifl promptly repott to Pmchaser the occurrence of any reportable event (as d e fined io ERlSA) and any giving or receipt b y Seller of any goverp mentaJ n o tibe (other than . routi ne requests for information) in r espect of any such p l an . 18

19 4. Transactions with Affiliates . Neither Seller will engage in any transaction with any of Seller's officers, directors, employees, owners or other Affiliates, except for an "arms - length" transaction on terms no less favorable to Seller than would be granted to Seller in a transaction with a Person who is not an Affiliate, which transaction shall be approved by Seller's disinterested directors and shall be disclosed in a timely manner to Purchaser prior to the consummation of the transaction . 5. Loans/Investments . Neither Seller will make any loans or advances to or extend any credit to any Person except (i) the extension of trade credit in the ordinary course of business ; and (ii) advances to employees not to exceed an aggregate outstanding amount of $ 10 , 000 at any one time outstanding for all e mployees . Seller shall not purchase, acquire or oth_erwise invest in any Person except : (A) existing investments in Seller's subsidiaries described on Item 17 of the Schedule ; (B) direct obligations of the United States of America maturing within one year from the acquisition thereof ; (C) certificates of deposit issued by, or investment accounts in , banks or financial institutions having a net worth of not less than $ 50 , 000 , 000 ; and (D) commercia l paper rated A - 1 by Standard & Poor's Ratings Group or P - 1 by Moody ' s Investors Service, Inc . Notwithstanding anything to the contrary contained in this Agreement , Seller shall not be prohibited from acquiring and estabhshing operating subsidiaries each of which, immediately after suc h acquisition or establishment, shall immediately execute the form of guaranty agreemen t executed by any other guarantor s in connection with this Agreement . 6. Amendments of Documents . Neither Seller shall amend or modify any note, instrument or agreement in connection with any Subordinated Debt without the prior written consent of Purchaser . 7. Use of Proceeds . Neither Seller shall use the Advances to finance any litigation or actions against or adverse to Purchaser or for any purpose other than general working capital purposes . 14. Reporting and Information. 1. Financial Statements . Seller will submit to Purchaser as soon as available, and in any case not later than 30 days after the end of each month , a balance sheet, a detailed statement of profit and loss and a statement of cash flows, in each case prepared in accordance with GAAP and certified by Se 11 er's chief financial or accounti . qg officer as presenting fairly , 1 n accordance with GAAP, Seller's financial condition as of the last day of such month and SelJer ' s results of operations for such month and for the portion of Seller's fiscal year ending with such montl 1 . Seller will also submit to Purcha ser annual financial s tatements within 90 days after the end of each fiscal year, including a balance sheet, the related statement of profit ancl loss and stock . holders' equity and a s tatement of cash flows, i 11 each case prepared in accordance with the requirements set forth on Item 28 of the ScheduJe . Together with each quarterly aod annual financial statement, Seller will deliver to Pw·chaser the c rtification of Seller's chief financial o r accounting officer substantially in th , e form of Exhibit B attached hereto to the effect that Seller is in comp I iance with the terms and conditions of thjs Agreement, and setting forth in detaiI the calculation of all financial covenants, or, if Seller is not in compliance, describing the nature of any noncompliance and the steps Seller is taking or proposes to take to remedy the same . Notwithstandinganything to the contrary , no later than 90 days aft . et the end of each quarter, Sellers s hall cause to be delivered all quarterly audited financial s tatement reporting . 2. Collateral Reports . Concurrent with the exec ution of this Agreement by Seller and concurrent with each request for an Advance pursuant to Section 3 , but no less frequently than as required by Item 28 o,f the Schedule , Sellers shall deliver to Purchaser a fully completed Schedule of Accounts Ce 1 tificate certified by the Chief Executive Officer or Chief Financial Officer of Se 11 er as being true and correct . Concurrent with the delivery of each suc h Schedule of Accounts, Seller shall provide a written report to Purchaser of all materially significant returns, disputes, and claims, together with sales and other reports relating to each pool of Purchased Accounts as required by Purchaser . Sellers shall deliver to

20 Purchaser within ten ( 10 ) days after the end of each month a report, reflecting the status as of the end of each month and certified by the Chief Executive Officer or Chief Financial Officer of Seller as being true and correct, containing (i) a current detailed aging, by total and by Obligor , of Seller's Accounts, (ii) a current detailed aging, by total and by vendor, of Seller ' s Accounts payable all of which shall be set forth in a form an . d shall contain such information as is acceptable to Purchaser , 14 . 3 . Other Information . Seller will notify Purchaser as promptly as possible of any Default, any receipt by Sellers of notice from any governmental authority that Seller has or may have violated any law, rule or regulation applicable to Seller or the terms or conditions of any permit or license Sellers holds or is required to hold in com 1 ection with the conduct of Seller's business, any amendment to Se ll er ' s constituent documents and any change in Seller's management or ownership, and tbe commencement of any material litigation , claim or action against Seller . LS. Inspection Rights; Expenses; Etc. 1. Inspection . Purchaser may examine and make copies of Seller's records, the Collateral and all other assets of Seller or any portion thereof , wherever located, and may enter upon Seller ' s premises for s uch purposes , without notice, during business hours . Seller will assist Purchaser in whatev<u way necessary to make each such examination, including access to all computers and provide access to all electronically stored information . Purchaser may discuss Seller's financial condition with Seller's independent accountants without liability to Purchaser or such accountants, provided that Purchaser shall use commercially reasonable effo 1 ts to ensw - e that such independent accountan ts have a c o ntr actual obligation to keep confidential Seller's fmancial information . 2. Performance by Purchaser . Purchaser may , from time to time at Purchaser's option, perform any agreement of Seller's hereunder which such Seller fails to perfonn and take any othe 1 · action which Pw·chaser deems necessa 1 y for the maintenance or preservation of any of the Collateral or Purchaser's interest therein, and Seller agrees to reimburse Purchaser promptly on demand for all of Purchaser ' s expenses in connection with the foregoing (including, without being limited to, reasonable fees and expenses of legal counsel), together with interest thereon at the default rate of interest provided for herein from the date any such expense i s incurred until reimbursed by Seller . 3. Field Examinations ; Inspections . Purchaser shall have the right without hi - ndrance or delay to conduct field examinations to inspect the CollateraJ, Seller's books and records and all other aspects of Seller's business, including access to all computers and make av&ilable access to all electronically stored infonnation . Seller agrees to pay for such examinations as more fuJly described on Item 29 of tho Schedule . Purchaser shall have full access to all records available to Seller from any credit reporting service, bureau or similar service and shall have the right to examqie and make copies of any such : records . Purchaser may exhibit a copy of this Agreement to such service and such service shall be entitled to rely on the provisions hereof ill providing access to Purchaser as provided h ere i n . 16. Authorization to Purchaser. Sellers authorize Purchaser and irrevocably grants power of attorney to appoint Pw - cbaser to exercise any of the following powers , at any time, until all of the Obligations have been paid in full and a Complete Termination ha !'! been performed: 1. At All Times To : (a) Receive , take, endorse, assign, deliver , accept and deposit, in the hame of Purchaser or Seller, any and all proceeds of any Collateral securing the Obligations or the proceed s thereof ; (b) Take or b r in g , in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization of each Purchased Account within eachpool of Purchased Accounts ; (c) File any claim under any bond or under any trust fund ; (d) Pay any sums "Pw·chaser , in its sole and exclusive discretion, deems necessary to protect its interests under this

21 Agreement , including the discharge of any lien or encwnbrance which may be senior to Purchaser 's ownership rights or security interest in any assets of Se ll er , which sums shall thereafter be included as Obligations hereunder ; (e) File in the name of Seller or Purchaser , or both, mechanics 1 ien or related notices, or claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty ; (f) Unless otherwise precluded by federal law in respect to a federal agency account debtor : (i) Notify any Obligor obligated on an Acco un t , that, inter alia, the Account has been assigned to Purchaser by Se)!er and that payment thereof is to be made to the order of and directly and solely to the Purchaser lockbox ; (ii) Notify any ObHgor obligated on an Account, that, inter alia , payment thereof is to be made directly and solely to the Pur c h aser ]ockbox ; (iii) Communicate directly with Seller's Obligors to verify the amount and validity of any Account created by Seller ; (iv) Accept, endorse and deposit in Seller's name upon any notes, acceptances , checks , drafts, money orders , and other evidences of payment that come into Purchaser's possession and to deposit or otherwise co 1 lect the same ; any checks tendered by an Obligor or Obligor "in full payment" of its obligation to Seller and Seller shall not assert against Purchaser any claim arising therefrom , irrespective of whether such action by Purchaser effects an accord and sat i sfaction of Seller ' s clai m s , under † 3 - 311 of the Unifonn Commercial Code , or otherwise ; (v) Fi l e, amend and correct any addresses with the proper federal, state and local transportation authorities and (vi) Affix an electronic version of the signature of Seller to any notification of assigmnent or other communication sent by Purchaser to an Obligor , the Internal Revenue Service or other governmental or regulatory agency ; (vii) to send verifications of accounts to Obligors ; and (g) to authorize the filing of any financing statements, affidavits and notices with regard to any and all Lien rights . 16 . 2 . Fioaocing Statements : File any initial financing statements and amendments thereto that : (a) (udicate the Collateral as "all assets" or words of similar effect , regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code , or as being of an equal or lesser scope or with greater detail ; (b) Contain any other inf o rm at i on required by part 5 of Article 9 of the Uniform Commercial Code for the sufficiency or filing office acceptance of any financingstatement or amendment, including whether the Seller is an organizat i on , the type of organization, and any organization identification number issued to the Seller ; (c) Contain a notification that Seller has granted a negative pledge to the Purchaser , and that any s ub seque n t lien may be tortuously interfering with Purchaser's rights ; (d) Advise th . ird parties that any notification of Seller's Obligors will interfere with Purchaser's collection rights and (e) File any Correction Statement under Section 9 - 5 8 of the Uniform Commercial Code that Purchaser reasonably deems necessary to preserve its rights hereunder . 17 . Default. 17 . l . Events ofDefauJt . The following will constitute an Event of Default hereunder : (a) Seller's failure to pay any one or more Obligations or perform any provision hereof or of any other agreement now or hereafter entered into with Purchaser ; or any covenant, warranty or representation contained herein proves to be false in any way, howsoever minor ; (b) any Obligor becomes insolvent or unable to pa y its debts as theymature, or admits in writing that it is insolvent or unable to pay its debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, or a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature , or a petition under any provision of Title 11 of the United States Code, as amended , is filed by or against any Obligor ; (c) termination, unenforceability or withdrawal of any guaranty or validity guaranty for t h e Obligations, or failure of any Obligor to perform any of its obligations under such a guaranty or validity guaranty or assertion by any Obligor that it bas no liability or obligation under such a guaranty or validity guaranty, or intention to rescind , modify , terminate or revoke any guaranty of the Obligations , or any suc h guaranty shall cease to be in full force and effect for any reason whateve r ; (d) Seller permits or grants a Lien (except Pennitted Liens) on any of the Collateral, (e) Purchaser or any Obligor is directed by another Purchaser, merchant cash advance company, ACH Purchaser or the like to remit Advance(s) or Reserve(s) amounts due to Sellers ; ( f) suspension of the operation of any Seller's

22 present business ; (g) entry of any judgment against any Obligor or creation, asse 1 tion, or filing of any judgment or tax Lien against the property of any Obligor, in each case which remains tmdischarged for 10 days after such ently or filing ; (b) wjthd 1 ·awaJ of any partner of any Obligor which is a partnership , or dissolution, merger , or consolidation of any Obligor which is a corporation, partnership or limited liability company ; (i) transfer of a substantial part ( determined by market value) of the property of any Obligor ; (j) the sale, transfer or exchange of any equity of Nova without first obtaining Purchaser ' s written consent (k) appointment of a receiver for the Collateral or for any other property in which any Seller has an interest ; (I seizure of any Collateral by any Person other than Purchaser ; (m) any person identified on Item 22 of the Schedule shalJ for any reason cease to hold the office of Seller set forth opposite such person's name on Item 22 of the Schedule (or any such person shall cease to perfonn the d - uties generally associated with such office) and a replacement reasonably satisfactory to Purchaser shall not be appointed within 60 days ; (n) the occurrence of any act, omission, event or circwnstance which has or could reasonably be expected to have a mate 1 ially adverse effect on Sellers or any other Obligor ; (o) payment by Seller on any Subordinated Debt in violation of the applicable subordination agreement ; (p) the Pension Benefit Guaranty Corporation or the Department of Labor commences proceedings under BRISA to tenninate any of Seller's employee pension benefit plans ; and (q) Purchaser, in good faith, deems itself insecure with respect to tJ 1 e prospect of repayment or performance of the Obligations or any other required pe 1 formance under this Agreement Notwithstanding anything to the contrary above, before ao Event of Default may be declared as to subsections (a), (b), (c), Purchaser shall provide Sellers with not less than six business days within which to cure the failure of which shaJJ automatically and without notice authorize Purchaser to declar e an Event of Default or otherwise enforce its rights under this provision . No notice to cure shall be requfred as to any Event of Default that occurs within 45 days of aoy previous Event of Default . 2. Effect of Default. 1. Upon the occurrence of any Event of Default in addition to any rights Purchaser bas under this Agreement or applicable law, Purchaser may, without formally tenninating this Agreement : (i) deem all Obligations immediately due and payable without notice and all fees shall accrue and be payable at the Default Fees rate,(ii) perf 01 m Accounts collection services which services may incJude , but are not limited to, ( 1 ) communicating with Account D ebtors , ( 2 ) reviewing public records and credit reports, and ( 3 ) the bringing (in Purchaser's or Seller's name at Seller ' s sole expense), actions deemed appropriate by Purchaser to effect collection of each pool of Purchased Accounts ("Collection Services") . At all times hereunder, Seller shall be deemed to have authorized Purchaser to p rfonn Collection Services ; (iii) to change the address for delivery of mail to Seller and to receive and open mail addressed to Seller and to the exient mail appears to be unrelated to Purchaser's interests, make such mail available to Seller for pick - up or otherwise transfer such mail to Seller which duty to transfer such mail shall commence thirty ( 30 ) days after Purchaser first receives physical possession of Se!)er's mail , and to receive , open, and dispose of all mail addressed to Seller ; (iv) Extend the time of payment of, compr 9 mise or settle for cash, credit, return of merchandise, and upon any tetms or conditions, any and all Accounts and discharge or release any Obligor or other obligor (including filing of any public record releasing any lien granted to Seller by such Obligor) , without affecting any of the Obligations or Pur chase r ' s rights under this Agreement ; (v) Initiate electronic debit or credit entries through the ACH system to any deposit account maintained by Seller ; (vi) Notify any Obligor obligated on an Account, that , inter alia , the Account has been assigned to Purchaser by Seller and that payment thereofis to be made to the order of and dir e ctly and solely to Purchaser ; (vii) Without expense to Purchaser, Purchaser may use any of Seller's personnel and equipment, including computer equipment, program s , printed output and computer media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser , in its sole discretion, deems appropriate and (viii) In the event Purchaser p.eems it nec ssary to seek equitable relief, including, but not limited to , injunctive or receivership remedies , as a result of an Event of Default, Seller waives any requirement that Pw - chaser post or otherwise obtain or procure any bond. Altemat i vely , in the event Purchaser, in its sole and exclusive discretion, desires to pt : ocµre and post 4 bond, Purchaser may procure and file ith the court a bond in an

a . mount up to and not greater than $ 10 , 000 . 00 notwithstanding any common or statutory law requirement to the contrary . Upon Purchaser 's posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law . 2. Sellers hereby grants to Purchaser a license or other right to u se , without charge, Seller's labels, patents, copyrights, rights of use of any name, trade secrets,trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, solely in completing production of, adve 11 ising for sa l e and selling any Co 11 ateral and Seller's rights under all licenses, and all franchise agreements shall inure to Purchaser's benefit . 3. Purchaser ' s rights and remedies under this Agreement shall be cumu l ative . Purchaser shall have all other rights and remedies not inconsistent herewith as provided under the UCC, by l aw , or in equity . No exercise by Purchaser of one right or remedy shall be deeornd an election, and no wa i ver by Purchaser of any default on Seller's part shall be deemed a continuing waiver . No delay by P ur chase r shall constitute a waiver, election or acquiescence by it . 18. Termination; Effective Date. 1. Term . Thie ; Agreement will be effective on the Agreement Date and shall continue for the Te 1 m . This Agreement shall be automatically extended for successive Terms from the later of the Agreement Date o r the date of anyexecuted modification w 1 less Se! ler shall provide at least thirty ( 30 ) days but not more than sixty ( 60 ) days prior written notice to Purchaser of its intention to terminate . Upon receipt of such notice, this Agreement wi l l terminate on the last date of the current Term or, if prior to that date, on the specified ''Early Teimination Date . " Purchaser may tem 1 inate this Agreement at any time by giving Seller thirty ( 3 0 ) days priot written notice of tennination, or at any time without notice upon the occurrence of any Event of Default following any cure period that is applicable pursuant to Section 17 . 1 . 18. , 2 . No Lien Termination wjthout Release . 1 n recognition of the Purchaser 's right to have a Complete Termination, notwithstanding payment in full of all Obligations by Seller, Purchaser shall not be required to record any terminations of any financing statement or satisfactions of any of Purchaser 's ownership rights or Security Interest i . p the Collateral unless and until Complete Termination has occurred . Seller understands that this provisiop constitutes a waiver of its rights under † 9 - 513 of the Uniform Commercial Code . 18 . 3 . Notwithstanding t erm i natio n , all the terms, conditions, and provisions hereof (including Pw - chaser 's ownership interest in any pool of Pw - chased Accounts and Purchaser 's security interest in the Collateral but excluding a,ny obligations of Purchast?r hereunder) will co n ti nu e . to be fully operative until all monetary and non - monetary Obligations have been fully disposed of, concluded, paid, indefeasibly satisfied, and liquidated . 19. Account Stated . Purchaser intends to provide Seller with informatiou on the Purchased Accow 1 ts which may include a monthly reconciliation of the accow 1 t purchase relationship relating to billing, collection, and account maintenance such as aging, posting, error resolution and mailing of statements or equivalent internet access to such info 1 mation . All of the foregoing shall be in a format and in such detail as Pm - chaser, in its sole discretion, deems appropriate . Purchaser ' s books and recoTds or electronic data shall be admissible in evidence without objection as prima facie evidence of the status of each pool of Purchased Accounts, non - Purchased Accow 1 ts and Reserve Account between Purchaser and Seller . Each statement, report, or accoW 1 ting rendered or issued by Purchaser to Seller or maintained by Pmchaser through internet access shall be deemed conclusively accurate and binding on Seller unless within : fifteen (l 5 ) days after the date of issuan . ce or posting of such infonnation Seller notifies Purchaser to the contrary

24 by registered or certified mail , setting forth with specificity the reasons why Seller believes such statement, report , or accounting is inaccurate, as well as w hat Seller believes to becorrect amount(s) therefore . Seller's failure to receive any monthly statement shall not relieve it of the responsibility to request such statement and Seller's failure to do so shall nonetheless bind Seller to whatever Purchaser 's records would have reported . 20. Indemnification . Seller agrees to indemni fy Purchaset against and save Purchaser harmless from any and all manner of su it s, c l a im s , li ab ili t i es, demands and expenses, whether directly ot indirectly , resulting from or arising out of this Agreement including the transactions or relationships contem plat ed hereby (including the enforcement of this Agreement), and any failure b y Selle r to perfonn or observe its duties under this Agreement . In no eventwill Purchaser be liable to Seller for a 11 y l ost profits, lost savings or other consequential, incidental or special damages resulting from or arising out of or in connectio n with this Agreeme nt , the transactions or relationships contemp l ated hereby or Purchaser 's performance or failure to perform hereunder, even if Purchaser bas been advise<l of the possibility of such damages . 21. Avoidance Claims . Seller shall indemnify Purchaser from any loss arisi n g out of the assertion of any c laim that any payment received by Purchaser i s avoidable under any provision of the lJuited States Bankruptcy Code or any other debtor relief statute ("Avoidance Claim") and shall pay to Purchaser on demand the amount thereof . Selle r shall notify Purchaser within two business days of it becomi n g aware of the asse . rtion of an Avoida n ce C laim . This provision shal l survive termination of this Agreement and Seller's failureto pay within thirty ( 30 ) days of demand shall enab le Purchaser to treat any rights under this Agreement that may have been previous l y term i nated or released reinstated until such time as the amo u nt owing by Seller to Purchaser as a result of a n y loss sustained by Purchaser in connection with any s u ch Avoidance Claim is paid infull . 22. Exposed Payments . Upon t ermination of this Agreement Seller shall pay to Purchaser (o r Purchaser may retain to be held in a non - segregated non - interest - bearing account) the amount of all Exposed Paym ents (the ·'Preference Reserve") . Purchaser may charge the Pre ference Re - serve with the amount of each E,q>Cised Payment that Purchaser pays to the bankruptcy estate or designated Trustee of the Ob li ger that made the Exposed Payment , on account of a claim asserted unde . - the Bankruptcy Code . Purchaser shall refund to Seller from time to time that balance of the Preference Reserve for which a claim under the Bankruptcy Code can 110 longer be asserted due to th e passage of the statnte of limitations , sett l emep . t with the bankruptcy estate of the Obligor or otherwise . 23. Successor Entity . In the event Seller's prin cipa l( s), o . fficer(s) or director(s) , during the Tenn of this Agreement or w hile Selle r r emains li able to Purcha ser for any Obligations under this Agreement, directly or in conjunction with any other person , causes to be formed a new entity or otherwise become assoc i ated with any n ew l y fonued or existing entity, whether co rp orate, partnership , l imited l iability Purchaser or otherwise , that directly or indirectly has any relationship whatsoever to Seller or Seller's busi 11 ess or any of Seller's assets , including without limitation any of its accounts receivable or the Co llat etaJ , or is an Affiliate of Se ll er , then such entity sha ll be deemed to have expressly assu med the Obligations Seller owes Purchaser under this Agreement unless Pu rchaser is first n otified of such association and expressly consents, in writing , to a waive r of Purchaser 's rights under this section . With respect to each s u ch e nti ty , Purchaser s h a l I be deemed to have been granted an in - evocable power of attorney wi th authority to file , naming such newly fonned or existing entity, a new U CC - 1 financing stateme nt naming such entity as Debtor, and to have it filed with any and all appropriate secretaries of state or other UCC filing offices . Purchaser shaJI be held harmless b y Se ll er and its principals, officers or directors and be relieved of any liability as a result of Purchaser 's filing of any such financing statement or the resulting perfection of its ownership or security interests in s u ch entity's assets. In addition, Purchaser shall have the right to notify such en . t . ity's Obligors of Purchas . er ' s rights, including without limitation, Pm - chaser 's

25 right to collect aJI Accounts , and to notify any creditor of such entity that the Purchase1· has rights in such entity's assets. 24. Attorneys' Fees ; Expenses . Seller agrees to reimburse Purchaser , on de 1 uand , for the actual amo unt of all costs and expenses, including reasonable attorneys ' fees, which Purchaser may incur in (a) in connection with underwriting and performing due diligence with respect to the ti'ansactions contemplated her eby and the preparation, reproduction, execution, delivery, administration and enforcement Agreement and any document s prepared in connection herewith . (b) protecting, preserving or enforcing any lien , Security interest or other right granted by Seller to Purchaser o r arising under applicable Jaw , whether or not suit is brought , including but . not limited to the defen se of any Avoidance Claims ; (c) in defense of Purchaser's ownership rights in each pool of Purchased Account s or · it s interest in the Collatera l including its priority ; or ( d) in connection with any federal or state insolvency proceedingcommenced by or against Seller , or any subpoena or other legal process in any way relating to Seller , including those arising out of theautomatic stay, seeking dismi ssa l or conversion of the bankruptcy proceeding or opposing confumation of Seller's plan thereunder . This provision shall survive te r m in a ti o n of this Agreement . Notwithstanding theexistence of any law . statute, rule or other w ise , in any jurisdiction which may provid e Seller with a 1 ight to attorney's fee s or costs, Seller hereby waives anyand all right s to seek such attorney ' s fees or costs and Seller agrees that Purchaser exclusively shall be entitled to ind e mnifi cation and recovery of any and all attorney's fees or costs in respec t to any litigation based hereon, arising out of , or related hereto, whether under , or inconnection with, this and/or any agreement executed in conjunction herewith, or any course of conduct course of dealing, statement s (whether verba l or written) or actions of either party . 25. Entire Agreement . The partie s acknowledge that there ru·e no contemporaneous oral agreements that induced the execution of his Agreement, and no form of actio n may be maintained against Purchaser iJ 1 connection with any unwritten agreement . Sellers acknowledge that n o promise of any kind has been mad e by Purchaser or any third party on behalf of Purchas er to induce Seller to execute this Agreement except to theextent expressly contained her ein and that this Agreement, and any othe • · agreement executed in co nnecti on he rewith, is the product of joint negotiations such that no portion of this Agreement shall be construed against or in favor of either party No course of dea 1 ing, course of pe 1 fonnance or trade usage, and no parole evidence of any nature , ma y be used to sup plement, alter o r modify any terms of thi s Agreement . Unless otherwise expressly s ta ted in any other agreement between Purchaser and Seller . if a co nflic t exfats between the provisions of this Agreement and such other agreement, the provisions of this Agreement shall control . 11 Jjs Agreement embod ies the entire agreement and understanding between the Se ller s and Purchaser and supe r sede a ll prior agreements a nd understandings relating to the subject matter hereof . 26. Amendment and Waiver . Only a writing signed by all patties heret o ma y amend this Agreement . No fai lur e or delay in exercising any right her e under shall impair any such 1 ight that Purchaser may have, nor s hall any waiver by Purchaser hereunder be deemed a waiver of any default or breach subsequently occurring . Purchaser's rights and remedies her ein are cumulative and no t exclusive of each other or of any rights or remedies that Purchaser would otherwise have . 27. Severabilitv . In the event any one or more of the provi sio ns co ntained in this Agreement is h e ld to be invalid, illegal or unenforceable in any respect, then suc h provision shall be ineffective on l y to the extent of such prohibition or invalidity , and the remaining provisions co ntained herein shall not in a n y way be affected or impaired thereby . 28. Time of Essence. Time js oftbe esse nce of this Agreement. 29. Choice of Law . In respect t o all fees and charges under this Agreement and alJ issues of ownership of eac h Purchased Account within each pool of Purchased Accounts and any sectio n of this Agreement

26 where Texas law is specifically referenced, this Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal substantive laws of the State of Texas without application of any choice of law doctrine . As to all other issues arising under or related to tbis Agreement, they shall be governed by, construed under , and enforced in accordance with the internal substantive laws of the State of Florida . 30. Venue ; Jurisdiction . Any suit, action or proceeding arising hereunder , or the interpretation, perfonnance , or breach hereof, shall, if Pw·chaser so elects, be instituted in any cot 11 t sitting in Broward or Palm Beach County, Florida exclusively (the "Acceptable Forum") . Seller agrees that the Acceptable Forum is convenient to it and submits to the jurisdiction of the Acceptable Forwns and waives any and all objections to jurisdiction or venue . Shottld such proceeding be initiated in any other forum by Seller, Seller waives any right to oppose any motion or application made by Purchaser to transfer such proceeding to an Acceptable Forum . Seller agrees that Purchaser may effect service of process upon Seller by regular mail at the address set forth herein or at such other address as may be reflected in the records of Purchaser , or by service upon Seller's agent for the service of process . Nothing in this Agreement shall be deemed or operate to affect the right of the Purchaser to serve legal process in any other manner permitted by law or to preclude the enforcement by Purchaser of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction . Sellers waives personal service of aoy and all process ltpon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to Seller at Seller's address for notices pw - sua . nt to this Agreement, and service so made shall be deemed to be completed five ( 5 ) days after the same s hall have been so deposited in the United States mails . Nothing herein shall limit the right of Purchaser to bring proceedings against less than all Sellers in the courts of any other jurisdiction and in the event, it were to do so, Purchaser shall not be deemed to have waived or be estopped from exercising all of its rights to require venue in connection with the enforcement or defense of its rights involving any other Seller or Obliger . 31. Account Purchase Transaction . Seller confirms and acknowledges that it does business as a commercial enterprise and that this Agreement is intended to be an ''account purchase transaction ," as defined by Texas Finance Code † 306 . 001 (]) ; accordingly, pursuant to that Texas Finance Code 306 . 103 the Sellers agree that this provision coi : ich . isively establishes that no amount charged under this Agreement shall constitute interest . Selle - rs confinn and acknowledge that this Agreement is intended to serve as a true sale of each pool of Purchased Accmmts agreement as is expressly pennitted by Tex . Bus . & Com . Code Ann . † 9 . 109 (e) . The parties' characterization of this transaction as a true sale of each pool of Purchased Accounts shall be conclusive that the transaction is a sale and is not a secured transaction . and that title , legal and equitab le , has passed to Purchaser regardless of the fact that Purchaser has recourse against Sellers or any other term of the pruties' agreement . Nothing contained herein is intended to adversely affect any limitations applicable to a party's right to receive payments made by any federal governmental account debtor . 32. Jury Trial Waiver . THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR IN ANY WAY RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF THE PARTIES HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE . TH PARTIES FURTHER WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED . 33. Assignment . Purchaser m ay , without notice , assign its rights and delegate its duties hereunder . Upon such assignment or delegation, Seller shall be deemed to have attorned to such assignee and shall

11 owe the same duties and obligations to such assignee and shall accept perfonnance hetetmder by such assignee as if such assignee were Purchaser . 34. Counterparts . This Agreement may be signed irt any number of counterparts , each of which shall be an original, with th . e s ame effect as if all signatures were upon the same in strument . Delivery - 0 f an executed counterprut of thi s Agreement by facsimile or electronic mail shall be effective as delivery of a manually exec ut ed counterpart of this Agreement, and any party delivering such an exec u ted counterpart shall thereafter also promptly deliver a manually executed counte rpart , provided that the failur e t o deliver s ucb manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement . To the fullest extent permitted by Chosen Law, Sellers waive notice of Purchaser's accepta n ce of this Agreement 35. Notice . All notices required to be given to any party other than Purchaser sha ll be deemed given upon the first to occur of (a) deposit thereof in a receptacle under the control of the U . S . Postal Service , (b) transmittal by electronic means to a receiver under the contro l of such party, or (c) actual receipt by such paity or its employee o r agent, provided that in the case of notices to Purchaser , Purc_has r will be charged with knowledge of the contents thereof only when such notice is actual l y received by responsible 0 ffice 1 · of Purchaser . For tbe purposes hereo notices her e under shall be sent to th e fo ll owing addres ses, or to such other addresses as each such party may in writing hereafter indicate . SELLER: Cardiff Lexington Corporation Address: 3200 Bel Air Drive Las Vegas, NV 89109 Officer: Alex Cunningham Phone : 844 - 628 - 2100 Email: alex@cardifflexington.com Address: 1903 S 25th Street, Suite 10 3, Fort Pierce , FL 34947 Officer: Alex Cunningham Phone: 844 - 628 - 2100 Emai l : alex@cardifflexington.com Officer: J ohn Ferguson SELLER: Nova Ortho and Spi n e, PL LC Phone: 416 - 409 - 0426 PURCHASER: DML HC Series , LLC Series 308 Adqress: 57 I 8 Westheimer Road , Suite 1000 , Houston TX, 77057 with a copy to : 1155 North Service Road West, Oak - ville , ON , Canada, L6L 3E3 E:mail: jo b nf@dmlcapitalgroup.com - and - Tts Counse l : Ullman & U llman , P . A . Address: 2500 North Military Trai l , Suite I 00 Boca Raton , Florida 33431 Emai l : j ared.uHman@uuJaw.net m ichael. ullman@uulaw.net

36, Miscellaneous . 1. Sellers shall cause each instrument or document w] 1 ich now or hereafter evide nce all or any portion of the Subor dinated D ebt to be conspicuous l y marked with a legend as pr ovide d in the subordination agreement 1 ·elated thereto . Sellers sha ll and shal l cause each Subsid iary to permit Purchaser at any re asonable t ime, and from time to time, to examine and make copies and abstracts from Seller's and each Subsidiary's books, records, instruments and documents evidencing or pertaining to the S ub o rdinat ed Debt . Seller shall not, directly o r ind irectly, declare, order, pay, make or set apart any s um for any payment or prepayment of principal, premium, if any, or interest on, any Subo rdinated Debt to the extent pr ohibi ted by any s ub ordu,ation agreement applicable to such Subordinated Debt . Seller wi ll not change or amend the terms of any Subordinated Debt or any of t he documents related thereto without the written consent of Pw · chaser . Sellers will not , and will not permit any S ub sidiary to incur, create, assume or in any manner become or be liable in respect of any indebtedness (inc lud ing ob lig ations for the payment of rentals) ; and Seller will not permit a Subsidiary to, guarantee or otherwise in any way become or be re sponsible for ob l igations of any other Person , except that the foregoing restrictions shall not apply to (i) the Obligations to Purchaser ; (ii) indebtedness (including Subordinated Debt) wbjcb is subordinated to the Obligations owing m 1 der thjs Agi - eement by terms reasonably satisfactory to Pur chaser , in i ts so l e discretion ; (iii) cwTe nt ind ebtedness maturing in less than one year and i ncu 1 Ted in tbe o rdin ary course of business for raw materials, supplies, equipment, services, taxes or lab or , (iv) vehic l e leases in the ordi n ary course of bu si n ess a nd (v) any other indebtedness to which Purchaser has expressly consented in writing . 2. Obligations Absolute ; Independent Covenant . Each Se ller agrees t hat the Obligations will be paid strictly in accordance with the terms of th . is Agreement, regardl ess of any law, regulation o r order now or hereafter in effect in any jurisdiction affecting any of suc h terms or the rights of Purchaser with respect thereto, unless such payment is then prohibited by Applicable Chosen Law (provided s uch Ob l igation shall not be extinguished by any such prohibition . ) All Obligations s hall be conclusive l y presumed to have been created in reli ance hereon . The O bli gations and othe r liabilities under this Agreement shall be absolute, unconditional and conclusive ly presumed to be independent covenants and non - dischargeable or unenforceable irrespective of : (a) any lack of vaJidity or enforceability this Agreement or any other agreement or instrument relating thereto ; (b) any change i . n the time, manner or place of pa yments of, or in any other term of, all or any pa . ii of the Obligations, or ai 1 y othei • amendment or waiver thereof or any consent to qepa 1 ture therefrom, in cluding an,y increase in the Obligations resulting from the extension of addit i onal credit to any Seller or otherwise ; (c) any taking, exchange , release of or non - perfection in any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations ; (d) any c hange , rest{ucturing or termin ation of . the corporate structw·e or existence of any Seller ; or ( e) any other circumstance which may otherw i se constitute a defense available to, or a discharge of, any Seller . This Agreement shall continue to be effective or be reinstated, as the case may be , if at any time any payment of any of the Obligations is re sc ind ed or must'otherw i se be returned by Purch aser upon the insolvency, bankruptcy , or reorganization of any Sel l er or otherwise, all as though such payment h ad not been made . 3. Waiver of Suretysbip Defenses, Each Selle 1 · agrees that the joint and several liability of Se ller s provided for in this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which one or more other Sellers may h ereafte r agree (other than an agreement signed by Purchaser specifically releasing such liabili ty) , nor by any de l ay, extension of time, renewal . compromise or other indulgence granted by Pw - cbaser w i th respect to any of the Ob li gations , nor by any o th er agreements or arrangements whatever with one or more other Sellers or with any other Person, each Seller hereby waiving all notice of suc h delay, extensi o n , release, substitutio n , renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had express l y agreed thereto i n advance . The lia bility of each Seller is direct and unconditional as to a ll of t h . . e Obligations and may be rnforced without requiring Purchaser first to r esort to 2l!

any othe r right, remed y or sec uri ty . Each Seller here by expressly waives promptness, diligence . , notice of acceptance and any other notice (except to the extent expressly provided for her ein) with respect to any of the Obligations, this Agreement and any requirement that Purchaser protect, secure, perfect or insure any Lie n or any property subject thereto or exhaust any right or take any action against any Seller or any other Person or any Co llateral , including any rights any Seller may otherwise have under Chosen Law . 4. Contribution and Indemnification among Sellers . Each S e l l er i s obligated to repay the Obligation s a s joint and seve ral obligors under this Agreement . To the extent that any Seller shall, under this Agreement as a joint and severa l obtigor, re pay any of the Obligation s constituting Advances made to another Seller hereunder or other Obligation s incun·ed directly and primarily by any ot h e r S e l l er (an "Accommodation Pa yme nt "), then, to t h e extent that suc h Seller has not received the benefit of such repaid Ob 1 i gations ( whether through an inter - company loan or otherwise), the Seller making such Accommodation P ayment shall be ent i t l ed to contribution and indemnification from, and b e reimbursed by the other Seller in an amount, for s u ch other Sellers, equal to a fraction of suc h Accommodation P ay m e n t , the numerator of whic h fraction is such o ther Seller's "Allocable Amount" (as defined below ) and the denominator of wbicb fraction is the sum of the Allocab l e Amounts of all of the Sellers . As of any date of detennination, the "Allocable Amount" of each Seller shall be equal to the greater of (a) the amount of such repaid Obligation s actually received by suchSe ll er (whether through an inter - company loan or otherwise), and (b) maximum ammmt of liability for Accommodatio n Payments which could be asserted against such Seller hereunder withou t ( i ) rendering such Seller ''insolvent" withi n the meaning of Ti t l e 1 ] of the United States Code (the ''Bankruptcy Code") , Section 2 of the Uniform Fraudulent Tra n s f e r Act (the ''UFTA''), or Section 2 of theUniform Fraudulen t Conveyanc e Act (''UFCA"), (ii) leavingsuch S e l l e r with unreasonably small capita l or assets, w ithin the meaning of Section 548 oftbe Bankruptcy Code, Section 4 of the UFTA, or . Section 4 of the UFCA, or (iii) leaving such Seller unable to pay its debts as they becom e due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA . A 11 rights and claims of contribution, indemnification and reimbursement under this paragraph shalI be subordinat e in tight of payment t o the prior payment in full of the Obligations . 5. Economic Unit/Advance Prog ram : Sellers represent and acknowledge that each Seller has the type of interrelationship with the other such that they act as one economic unit for the purpose of cash and working capital management notwithstanding that , among other things, each is an independently fomied Registered Organization (as defined by the Uniform Comme r c ial Code) . Sel le rs have each advised Purchaser tbat each wm directly benefit for legitimate, good faith . operating reasons if Purchaser were to consent to cause a ll Advances that may become available under this Agreement to be deposited directly into an account whether it is in the name of or contro ll ed by either Se ll er ("Advances P rogram " ) . Seller acknowledge tha t Purchaser ha s requested that the persons exec utin g this Agreement each, in tl 1 eir individual as well as t heir representative capacities as authorized officers of Cardiff and Nova, provide the covenants, representations and warrant i es contained in this Agreement as a condit i o n to Purchaser's willingness to accommodate the req uested Advances Program . Accordingly, each of the undersigned officers of Cardiff and Nova hereby covenant, represent, warrant, declare, certify and verify the following as true and correct effective immediately and shal l r emain true and correct throughout tbe term of the Agreement : 1. Each Se ller does c u rrently and shall at all times maintain routine and regular busines s practices and corporate formalities that may be required by law and observe all independent duties that may be imposed on each by la w notwithstanding that each Seller e l ects to have al J Advances issued by Purchaser paid to a bank account maintained in the name of Cardiff . 2. Bach Seller in requesting the implementation of this Advances Program has done so in good faith and without a n y ulterior, improper or illegal motive or purpose such as, for example, with any 29

intent to hinder, a lt e r , delay, impair or otherwise adversely affect the abi l ity of their c r editors to receive payment or to seek to cause a transfer of its assets without reasonab l y equivalent value . 3. Notwithstandi n g the implementation of this Advances Program , neither Cardiff nor Nova operates as an alte r - ego of the other or has taken any action that may cause a finding that one is a mere alter - ego of the other . 4. Cardiff and Nova acknowledge that in the event Purchaser , within Purchaser's sole and exclus i ve discretion, may at any time deem the Advances Program unacceptable , upon ten ( 10 ) days advance written notice Purchaser may terminate the implementationof said Advances Program without the consent or approval of either Cardiff or Nova . IN WITNESS WHEREOF , Se ll ers and Purchaser have executed this Agreement as of the day and year first above wr.itten. Seller: on Corporation By: , Name: AJex Cunningham Title: President , as authorized by the Board of Directors STATE OF } } COUNTY OF _ I t , he undersigned Notary Public , do hereby certify that the foregoing instrument was acknowledged before me this day of and the document was executed by the above named of bis/her own free will . Witness my hand a11d seal this_ _day o f. ,2023. 0 NOTARY PUBLIC State of Kentucky My Commission expires: ]()

SeUet - : Name: Alex Cwmingham Title: CEO , As an authorized representative of Seller STATE OF 'Galt.tuay COUNTY OF r - - 4.' ( t" e._ } } I , the undersigned Notary Public , do hereby ce that the foregoing instrument was acknowledged before me this ,;2. O O day of Cc ; the document was executed by the above named A< f:. C uY> ri 1 of his/her own free will. heµ' - Witness my hand and seal thi () ay o 023 . NO T A ARYPUBLl s==: My Commission expires: 5 / J - 5( U:) 1 I CAROLYN S. RANDALL Notary Public Commonwealth of Kentucky Commission Number KYNP69784 1 My Commission Expires May 25, 2027 31

Purchaser: DML HC Series, LLC Series 308 By: Name: John Ferguson Title: Managing Member 32 STATE OF - ---- - } COUNTY OF - - -- - I , the undersigned Notary Public, do hereby certify that theforegoing insbument wasacknowledged before me th.is day of and the document was executed by the above named - ---- - of his/her own free will. Witness my hand and seal tbis day of .2023. } NOTARY PUBUC State of My Commission expi r es

SCHEDULE TO REVOLVING PURCHASE AND SECURITY AGREEMENT This Schedule is a part of the foregoing Revolving Purchase and Security Agreement dated as of September 29 , 2023 , between Cardiff Lexington Corporation, a Nevada Corporation and Nova Ortho and Spine, PLLC, a Florida Professional Limited Liability Company and Wholly Owned Subsidiary (collectively refe 1 Ted to as "Sellers"), and Dl 1 L HC Series, LLC Series 308 a Texas Series Limited Liability Company (' ' Purchaser ' ') . 1. Maximum Advance Amount - Four MiJlion Five Hlltldred Thousand Dollars ($4,500,000}. 2. Advance Rate - up to seventy (70%) of the Face Amount of each pool of Purchased Account(s). 3. Servicing Fee Percentage - One and one - half (1.5%) percent per ann u m . 4. Discount Fee Percentage - Two and one - quarter (2.25%) percent. 5. Provider(s) Affiliate(s): Cardiff: • Platinum Tax Defenders • Edge View Properties Inc. 33 None. 6. Repurchase Period - six (6) months after the Purchase Date of each l)OOI of Purnhased Accmmts. 7. Permitted Liens - All secured parties who have filed UCC financing statements and have executed tbe lntercreditor and Subordination Agreement except for the Small Business Administration who has not been required by Pmchaser to execute such agreement . 8. Subordinate Lien Fee - Five percent (5%) of the Maximum Advance Amount. 9. Misdirected Payment Fee - a. Fifteen ( 15 % ) percent of the amount of any payment (but in no event less than $ 1 , 000 ) on account of any Account within a pool of Accounts which has been received by any Seller or any Obligor and not paid by Seller to Pm c ha ser , the Lockbox Account, as the case may be , on the next Business Day foJlowing the date of receipt by Seller or the date of Seller's knowledge ofreceipt by such third party ; or b. Thirty ( 30 % ) percent of the amount of any such payment which has been received by Seller or any Obligor as a result of any action taken by Seller to cause such payment to be made to Seller or any Obligor ; 10. Monitoring Fee - Five hundred dollars ( $ 500 . 00 ) per month , and, upon an Event of D efault , even if cw - ed, shall increase to the amount of Five thousand dollars ( $ 5 , 000 . 00 ) per month .

11. Persons Authorized to Request Advances Name: Alex Cunning ham Title : CEO 12. Collection Days: 2 Business Days 13. Conditions To Initial Advance Hems li sted be l ow are required to be delivered, in fortn and substance reasonably satisfactory to Purchaser in Purchasers Business Judgment , as a condition to Purchaser ' s obligation to fund the initial Advance or exte nd the first financial accommodation to Seller under t hi s Agreement . 1. Certified copy of articles/certificates of organi.z.ation 2. Operating Agreements and By - Laws 3. Secretary's certificate as to constituent documents, operating agreements , aut h orizing action (e . g . , corporate resolutions) and incumbency of officers/status and specimen sig natur es of authorized s ign ers 4. Good Standing Certificates (states of organization and all othe r states io which Seller is qualified to do business) 5. Lien search r esu lt s 6. Lockbox, blocked acco un t or agency account agreement(s) - Excused as a co ndi tion to limited advance and to be completed promptly after closing. 7. Schedu l es of Accounts and other support ing documentation , in each case as of a date acceptable to Purchaser 8. Financing stateme n ts 9. Officer's cert ifi cate as to representations, wa rrant ies, and n o defaults 10. Solvency certificates 11. An initial first funding amount equal to or greater tha n Five Hundred Th ousand Dollars ($ 5 00 , 000 . 00) . 12. Business Associates Agreement w hi ch means to the ex . tent that either Seller is a ''Cove red entity" and therefore must comply with t he Health Insurance Portability and Accountability Act of 1996 , as amended ("BlPAA"), and this Agreement requires that Se ll er disclose protected health infonnation to PL L rchaser or Purchaser's attorneys ("Bus iness Assocfates ' ') , Se!Jer enters into a business associate agreement to ensure that the Business Associates w ill appropriately safeguard protected health information pursuant to 45 C . F . R . †† 164 . 502 (e) and 164 . 308 (b)(l) 13. All req uired Subor dinati on Ag r eements. :l I

35 14. All required Guaranty Agreements by Guarantors 15. All other items described on the Schedule of Closing Documents previously delivered by Purchaser or Purchaser's counsel to Setler or Seller ' s counsel. 14. Termination Date This Agreement will terminate on September 28 , 2025 ; provid ed , however, that this Agreement may be automatically renewed for succeeding one - year periods thereafter unless written notice of termination is provided by either party to the other at least 60 days prior to the then - effective termination date . 15. Fees a. ClosingFee: 2.0% oftheMaximuro Amount. b. Express Funding Fee: $500.00. c. Early Termination Fee . The amount that totals the greater of either : (a) the product of the Minimwn Monthly Discount Fee multiplied by the number of months, or portion thereof between the effective date of such termination and the end of the then cun : ent Tenn, or the product of the average amount of the actual Discount Fees accruing during the three ( 3 ) month period immediate pr ' . eceding the effective date of such tennination multiplied by the number of months , or portion thereof between the effective date of such tennination and the end of the then current Term . d. Lock Box Fee . Seller shall pay all bank Lockbox Fees associated with this transaction. e. Lien Search Fee. Seller shall pay all fee s associated with UCC searches and all wire fees . All of the foregoing fees constitute compensation to Purchaser for services rendered and are not interest or a charge for the use of money . Each installment of such fees shall be fully earned when due and payable and shall not be subject to refund or rebate . 16. Organizational Information Exact Legal Name of Seller: Cardiff Lexington Corporation State of Organization: Nevada Type of Organization: corporation Organizational Identification Number: E 13806962021 - 2 (Nevada)/ FEI Number : 84 - 1044583 Exact Legal Name of SeJler: Nova Ottho and Spine, PLLC State of Organization: Florida Type of Organization: professional limited liability company Organizational Identification Number: FEI Number: 83 - 2715749 17. Subsidiaries, Affiliates and Investments in Other Persons: a. Of Cardiff: • Nova Ortho and Spine , PLLC

36 • Platinum Tax Defenders • Edge View Prope11ies, Inc. b , Of Nova: None 18. Pending Litigation: (i) Case No. CV0J - 21 - 15799; Cardiff - vs - Mark Adams; State of I daho (ii) Case No. CACE - 21 - 016202; Absolute Medical Group - vs - Cardiff ; State of Florida 19. Existing Debt and Guuantees: a. Of Cardiff: Schedule provided. b. OfNova: Dr. Brodsky to provide. 20. Prior Legal Names or Jurisdiction of Formation: a. Of Cardiff: • Cardiff was incorporated on September 3 , 1986 in Colorado as Cardiff lntemational ln c . • On November 10, 2005, Cardiff International Inc. merged with Legacy Card Company and became Cardiff Lexington Corporation. • On August 27. 2014 , Cardiff Lexington Corporation redomiciled and became a corporation under the Jaws of Florida. • On April 13 , 2021, CardiffLexington Corporat i on redomiciled and became a corporation under the laws of Nevada. b. Of Nova: None Prior or Current Trade or Fictitious Names: a. Of Cardiff: None . b. OfNova: None. Most recent Mergers and Acquisitions: a. Of Cardiff: On May 31. 2021 , Cardiff Lexington Corporation acquired Nova O11ho and Spine, PLLC. b. Of Nova: On May 3 I , 2021 , Cardiff Lexington Corporation acquired Nova Ortho and Spine , PLLC. 21. Locations ofOJfices and CollateraJ: a. OfCardiff:

• 3200 Bel Air Drive, Las Vegas, NV, 89109 • 40l East Las Olas Boulevard, Suite I 400, Fort Lauderdale , FL. 3330 I • 710 E Main St.. Lexington, KY 40502 b , OfNova: • 1903 S 25th Street, Snite 103, Fort Pierce, FL, 34947 Current Chief Executive Office: a. Of Cardiff: 3200 Bel Air Driv e , Las Vegas, NV , 89109 b. Of Nova: 1903 S 25th Street, Suite I03. Fort Pierce, FL, 34947 Other Locations of Ch . i ef Executive Office in past five years: a. Of Cardi ff: 40 l East Las Olas Boulevard, Suite 1400, Fort Lauderdale, FL, 33301 b. Of Nova: None . Other Cunent Collateral Locations: a. Of Cardiff: None b. Of N o va : None 22. Ownership Structure and Officers: a. Of Cardiff: b. OfNova : Public Company with 1,000+ sha r eholders Daniel Thompson, Chairman, Secretary, Treasurer and Director Alex Cunn in g h am , President, CEO and Director I 00% owned by Cardiff Or. Marc Br o dsky , Managing Member Alex C unn ingh am , CEO 23. Owned Real Property Offices: a. Of Cardiff: Offices: None Ownership: N/ A Offices: None Ownership: NIA b. Of Nova: 24. Leased Real Property (including legal name of landlord and monthly rent): Nova Ortho & Spine - Sebastian, F L • Janet Midkiff (landlord) • $1,664.06 (monthly rent) Nova Ortho & Spine - Rockledge , FL • Coral Sa nd s Professional Building J1

• $3,479.00 Nova Ortho & Spine - Palm Ba y , FL • 5200 professional center, LLC • $1971.58 Nova Ortho & Spine - Vero B each , FL • Office S uite s, LLC • $2,135.12 Nova Ortho & Spine - Fort Pierc e, FL • Mardi Executive Center, LLC • $4,379. 91 Nova O11ho & Spine - Okeechobee , FL • ZAFAR & APSHAN KURESHJ • $4,085.00 Nova Ortho & Spine - Tallahassee , FL • Per s i mmon, 200a, Ile • $6,697.62 Nova Orth o & Spine - Chip ley, FL • NW Florida Commun ity Hospital • $595.13 Nova Ortho & Spine - Madison, FL • Madison County Memorial H ospital • $1,800.00 25. Warehousemen, processors, consignees or other bailees in possession or control of any Inventorv (include name, address where Inventory is stored and description of the arrangement) : Not applicable 26. Bank Accounts Including Deposit Account Control Agreement Account: Outstanding - Cardiff arranging for Deposit Account Control Agreement Account a. Of Cardiff: • Wells Fargo Bank N.A. account 1240282051 • Citibank, N.A. a.ccom1t 500458922 b. OfNova : • Truist acco un t 0000246946620 • Truist account 00002469470 15 38

• Truist account 1100014599043 27 . Commercial Tort Claims: 28. Financial, Information Requirement s: Annual: (i) (ii) FYE Reviewed fin a n cial Statements Field Exam (cost borne by Sellers) Quarterly: (i) (i i ) Proof of fRS T ax. Filings Compliance Certificate by CFO or President MoothJy: (i) (ii) (iii) Internal Financia l Statements Public Company Quarter l y 90 - day delay Accounts Payabl e and Accounts Receivable aging reports B ank statements Weekly: (i) Submission of Sc hedul es of Accounts (Sample Provided) 29. Field Examinations: Se!ler ag ree s to pay to Pur chaser a ll of th e out - of - pocket exam i nation costs and travel and other expenses incurred by such exam in ers once a year. 30. Notice Addresse s : lft o Cardiff: 3200 Bel Air Drive. Las Vegas, Nevada 89109 Ifto Nova: 1903 S 25t h Street, Su j te 103 . Fort Pierce , FL 34947 lfto Purchase1·: S718 Westheimer Rd., S ui te l 000 , Houston, TX , 77057 with copy to : Unit 11 - 1 I55 North Service Road We st, Oakvi ll e, ON , Cana da , L6L 3E3 with copy to Counse l : 2S 00 North Military T r ail , S u ite I 00 , Boca Raton , Fl o r ida 33431 JC)

31. G u ara n tors : Guarantor #1:Ca rdiff Lexington Corpora ti o n as guarantor of all of the m o netary and non - monetary ob ligati ons of Nova 01iho and Spine , PLLC . G u arantor #2: Nova Ortho and Spine, PLLC as guarantor of all of the monetary and non - monetary obligations o f Cardiff Lexin gton Corporation. Guarantor #3: Platinum Tax D efenders as guarantor of all of the monetary and non - monetary ob l i gat i ons of Cardiff Lexington Corporat i o n and Nova 01iho and Spine, PLLC. Guarantor #4: E d ge View Properties, I nc ., as guarantor of al l of the monetary and non - monetary obligatio n s of Cardiff Lexington Corporation and Nova Ortho and Spine , PLLC . lo

EXHIBITB FORM OF COMPLIANCE CERTIFICATE (TO BE PROVIDED ON SELLER'S LETTERHEAD ] , 20 DML HC Series , LLC Series 308 Attn .: John Fergusson TI 1 e undersigned, the of Card i ff Lexington Corporation, a Nevada corporation ("Cardiff'), gives this certificate to DML HC Series, LLC Series 308 ("Purchaser"), i n accordance with the requirements oftbat certain Revolving Purchase and Security Agreement dated as of _ . 2023 between Seller and Purchaser (as amended from time to 1 ime, the "Purchase Agreement"), a nd , The undersigned, the of Nova Ortho and Spine, PLLC , a Florida professional limited liability company located at 1903 S 25 th Street, S uit e 103 , Fort P ie r ce , FL, 34947 ("Nova"), gives this certificate to DML HC Series, LLC Series 308 ("Purchaser"), in accordance with the requirements of that certain Revolving Purchase and Security Agreement dated as of _ , 2023 between Selle r and Purchaser (as amended from time to time, the " Purchase Agreement") . Capitalized terms used in this Certificate , unless otherwise defined herein, shall have the meanings ascribed to them in the Purchase Agreement . No Default exists on the date hereof, other than : . _,_if none, so state] . Yours truly , Cardiff Lexington Corporation By : _ Name : _ T itl e : Nova Ortho and Spine, PLLC B y:. Name: Title: _ .R:lwpSI 23 230039 Agl'10cmcnts Excc ut io nAgrecm e ut RE .VO L VTNG PURCl!ASF: AND SECURITY AGRt1iMENT.Fmal(F.xccutmn2)(9.29 23).docx 41

Exhibit 10.2

GUARANTY AND SECURITY AGREEMENT

THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURY

This GUARANTY AND SECURITY AGREEMENT dated as of September 29, 2023, is made by the entities which have signed below as joint and several guarantors (individually or collectively, "Guarantor"), in favor of DML HC Series, LLC Series 308 ("Creditor").

FOR GOOD AND VALUABLE CONSIDERATION, and to induce Creditor to extend financial accommodations to Debtor (as defined below), Guarantor agrees as follows:

DEFINITIONS AND CONSTRUCTION.

1.1 Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

1.2 For purposes of this Agreement, the following terms shall have the following meanings:

1.2.1 "Acceptable Forums"- See Section 19.1 hereof.

1.2.2 "Agreement" - This Guaranty, as amended.

1.2.3 "Bankruptcy Code" - Title 11 of the United States Code.

1.2.4 "Chosen State" - Texas.

1.2.5 "Collateral" -All Guarantor's present and future assets, including but not limited to accounts (including health-care-insurance receivables); chattel paper (whether tangible or electronic); goods, including inventory, equipment, and goods (including inventory and equipment) currently or hereafter held on consignment; instruments; securities and all other investment property; commercial tort claims described on Schedule 1 hereof as supplemented by any written notification given by Guarantor to Creditor pursuant to; documents (including, if applicable, electronic documents); fixtures; promissory notes; letters of credit; letter-of-credit rights (whether or not the letter of credit is evidenced by a writing); general intangibles (including all payment intangibles); money; deposit accounts; any other contract rights or rights to the payment of money; and the proceeds of any of the foregoing.

1.2.6 "Credit Documents" - That certain Revolving Purchase and Security Agreement dated of essentially even date herewith between, inter alia, Debtor and Creditor (the "Revolving Purchase Agreement"), all documents executed in connection therewith, and all amendments or renewals to or of any of the foregoing, or any other document evidencing a Guaranteed Obligation.

1.2.7 "Creditor" - See Preamble.

1.2.8 "Debtor" - Cardiff Lexington Corporation, a Nevada corporation located at 3200 Bel Air Dr. Las Vegas, NV 89109 ("Cardiff') and Nova Ortho and Spine, PLLC, a Florida professional limited liability company located at 5971 SW Longspur Ln, Palm City, FL 34990 ("Nova"), and all its successors-in-interest by operation of law or otherwise, including any Trustee (as defined in the Bankruptcy Code) or debtor-in-possession, and any successor-in interest arising out of any merger or reorganization involving such entity, whether it is the surviving or the disappearing entity.

1.2.9 "Guaranteed Obligations" - All present and future obligations of Debtor to Creditor arising out of the Credit Documents, including interest that, but for the filing of a petition under the Bankruptcy Code with respect to Debtor, would have accrued on any such obligations, and attorneys' fees. For the purposes of this Guaranty Agreement, neither Guarantor who is also a Debtor (i.e., identified as Seller in the Credit Documents) shall be construed to be guarantying its own primary obligations but the Guaranteed Obligations of the other Guarantors.

1.2.10 "Guarantor" - See Preamble.

1.2.11 "Party" - Creditor and/or Guarantor.

1.2.12 "UCC" - the Uniform Commercial Code as in effect from time to time in the State of Texas or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

GUARANTY.

2.1 Promise to Pay and Perform. Guarantor unconditionally and irrevocably guarantees to Creditor the prompt payment and performance of the Guaranteed Obligations, and agrees to pay same on demand, without regard to any reduction in the amount thereof in any insolvency proceeding of the Debtor, whether or not the Guaranteed Obligations are found to be invalid, illegal or unenforceable, this being a guaranty of payment and not a guaranty of collection.

2.2 Cumulative Obligations. The obligations hereunder are in addition to any other obligations of Guarantor under any other guaranties of the indebtedness or other obligations of Debtor or &ny other person i:it any time given to Creditor. Thjs Agreement shall not affect or invalidate any such other guaranties.

2.3 Continuing Obligation. This Agreement shall remain in full force and effect notwithstanding the fact that, at any particular time, no Guaranteed Obligations may be outstanding.

2.4 Joint and Several Obligation; Independent Obligation. Guarantor is directly, jointly, and severally with all other guarantors of the Guaranteed Obligations liable to Creditor. The obligations of Guarantor hereunder are direct and primary and are independent of the obligations of Debtor or any other such guarantor, and a separate action may be brought against Guarantor irrespective of whether an action is brought against Debtor or any other guarantor or whether Debtor or any such other guarantor is joined in such action. Guarantor's liability hereunder shall not be contingent upon the exercise or enforcement by Creditor of any remedies it may have against Debtor or any other guarantor or the enforcement of any lien or realization upon any security Creditor may at any time possess. Any release that may be given by Creditor to Debtor or any other guarantor shall not release Guarantor.

COVENANTS.

3.1 Guarantor has adequate means to obtain all relevant information, on a continuing basis, concerning Debtor's financial condition as well as all other circumstances that bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor bears the sole responsibility for being and keeping informed thereof, and relieves Creditor of any duty to disclose any present or future information relating thereto,

3.2 Guarantor shall, from time to time, at the expense of Guarantor, promptly execute and deliver all further documents and take all further action that may be necessary, or that Creditor may reasonably request, to enable Creditor to exercise and enforce its rights and remedies hereunder.

3.3 Except for Permitted Liens, as defined in the Revolving Purchase Agreement, and except as expressly provided under Section 13.2 of the Revolving Purchase Agreement, Guarantor shall not create, incur, assume or permit to exist any non-purchase-money lien upon or with respect to any of its assets. Guarantor authorizes Creditor to record a record in any public records filing office advising third parties that the taking of any such lien by them may constitute the tortious interference with Creditor's rights hereunder.

3.4 Creditor may inspect any Collateral at any time upon reasonable notice.

3.5 Creditor may at any time notify any Account Debtors to make payments directly to Creditor.

3.6 If Guarantor shall at any time hold or acquire a commercial tort claim, Guarantor shall (i) promptly notify Creditor in a writing signed by Guarantor of the particulars thereof and grant to Creditor in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Creditor and (ii) deliver to Creditor an updated Schedule 1.

WAIVER D;EFENSE.

4.1 It is acknowledged that:

4.1.1 Creditor was not involved with, participated in, or advised Debtor or Guarantor with respect to the ownership and/or management structure of Debtor and that such structure was previously and independently created by Debtor and/or Guarantor based upon their own decisions and otherwise based on independent advice obtained by them from their own counsel and consultants, which reasons included separating Guarantor from any liability that may be incurred by Debtor in the conduct of Debtor's business;

GRANT OF SECURITY INTEREST.

5.1 To secure the payment and performance in full of Guarantor's obligations hereunder, Guarantor grants to Creditor a security interest in the Collateral and all proceeds and products thereof.

PAYMENTS.

6.1 Nature and Application of Payments. Creditor may apply any payment with respect to the Guaranteed Obligations or any other amounts due hereunder in such order, as Creditor shall in its sole and absolute discretion determine, irrespective of any contrary instructions received from any other person.

6.2 Indefeasible Payment; Revival. If any portion of any payment to Creditor hereunder is set aside and repaid by Creditor for any reason after being made by Guarantor, the amount so set aside shall be revived as a Guaranteed Obligation and Guarantor shall be liable for the full amount Creditor is required to repay plus all costs and expenses (including attorneys' fees, costs, and expenses) incurred by Creditor in connection therewith.

6.3 ACH Authorization. To satisfy any of the Guaranteed Obligations, Guarantor authorizes Creditor to initiate electronic debit or credit entries through the ACH system to any deposit account maintained by Guarantor.

PROCEEDS HELD IN TRUST.

7.1 Guarantor acknowledges that, pursuant to the Credit Documents, proceeds of Collateral (as defined therein) are or may be held in trust for Creditor and, except to the extent that Creditor authorizes Debtor to use any such proceeds for some other purpose:

7.1.1 Debtor must deliver such proceeds to Creditor as required in the Credit Documents, and

7.1.2 Until such proceeds are delivered to Creditor, Debtor must maintain such proceeds separate from Debtor's other property and must administer, protect, and care for such proceeds for Creditor's benefit.

7.1.3 Guarantor acknowledges that the above duties of Debtor are fiduciary obligations.

7.1.4 Guarantor shall assist Debtor in complying with and fulfilling these fiduciary duties and shall not in any way interfere with Debtor's compliance therewith.

REPRESENTATIONS AND WARRANTIES.

8.1 Guarantor represents and warrants as follows (which representations and warranties shall be true, correct, and complete at all times):

8.1.1 This Agreement is not made by Guarantor in reliance on any representation or warranty, express or implied, by Creditor concerning the financial condition of Debtor, the nature, value, or extent of any security for the Guaranteed Obligations, or any other matter, and no promises have been made to Guarantor by any person to induce Guarantor to enter into this Agreement, except as set forth in this Agreement. Guarantor is presently informed of the financial condition of Debtor and of all other circumstances that a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations.

8.1.2 The consideration received by Guarantor in connection with this Agreement is adequate and satisfactory in all respects, and represents reasonably equivalent value, to support this Agreement and Guarantor's obligations hereunder.

WAIVERS.

9.1 Guarantor waives:

9.1.1 ANY AND ALL SURETYSHIP DEFENSES, WHETHER ARISING IN EQUITY, BY CONTRACT, STATUTE OR BY OPERATION OF LAW.

9.1.2 Notice of (a) any adverse change in the financial condition of any Debtor, (b) any default in the performance of the Guaranteed Obligations; and (c) any other notice to which Guarantor might be entitled.

9.1.3 Any defense or claim arising out of (a) the release of any collateral securing the Guaranteed Obligations or (b) any fact that may increase Guarantor's risk hereunder.

9.1.4 Any claim of usury.

9.1.5 Any other defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations have been fully paid) of Debtor including any defense arising from any statute of limitations.

9.1.6 Any defense based on the invalidity, irregularity, or unenforceability of all or any part of the Guaranteed Obligations or any other circumstance which might constitute a defense of a guarantor.

9.1.7 Any claim or defense based on (a) the validity, legality, or enforceability in whole or in part of the Guaranteed Obligations, (b) any assignment, amendment, transfer, modification, renewal, waiver, compromise, addition or supplement relating to Guaranteed Obligations, (c) any setoff, counterclaim or any circumstances which might constitute a defense or discharge of Guarantor.

9.1.8 Any lack of power or authority of Debtor.

9.1.9 Any defense to payment hereunder resulting from Creditor's releasing the Debtor or any other obligor owing the Guaranteed Obligations from their obligation to pay the Guaranteed Obligations, as well as Creditor's failure to give Guarantor notice thereof.

9.1.10 All Guarantor's rights of reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor.

9.1.11 All rights and defenses arising out of an election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against the Debtor.

10.

ACKNOWLEDGEMENTS AND AGREEMENTS.

10.1 Modifications to Credit Documents and Guaranteed Obligations. Without notice to Guarantor and without affecting or impairing the obligations of Guarantor hereunder, Creditor may, compromise or settle, extend the period of duration or the time for the payment, or discharge the performance of, or may refuse to, or otherwise not enforce, or may, release any obligor of the Guaranteed Obligations or may grant other indulgences to Debtor in respect thereof, or may amend the Credit Documents, or may enforce, exchange, release, or waive any security for the Guaranteed Obligations or any guaranty of the Guaranteed Obligations.

10.2 Subordination. All present and future indebtedness of Debtor to Guarantor is subordinated to the payment of the Guaranteed Obligations. In this regard, no payment of any kind whatsoever shall be made with respect to such indebtedness until the Guaranteed Obligations have been indefeasibly paid in full. Any payment received by Guarantor in respect of such indebtedness shall be held by Guarantor as trustee for Creditor, and promptly paid over to Creditor on account of the Guaranteed Obligations but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Agreement. Upon request by Creditor, any notes or other instruments now or hereafter evidencing such indebtedness of Debtor to Guarantor, shall be marked with a legend that the same are subject to this Agreement or shall be delivered to Creditor for safekeeping.

10.3 All notices shall be effective upon: (a) the sending of an email to one of the email addresses below or (b) delivery to a recognized overnight delivery service of a properly addressed notice, delivery prepaid, with instructions to make delivery on the next business day. For purposes hereof, the addresses of the parties are as set forth below or as may otherwise be specified from time to time in a writing sent by one party to the other in accordance with the provisions hereof:

Guarantor

Address:	3200 Bel Air Dr. Las Vegas, NV 89109

Email address:	Alex Cunningham at: alex@cardifflexington.com

Creditor

Address:	5718 WESTHEIMER RD. STR 10 Houston Texas
	Copy to
Officer:	John Ferguson
Email address:	johnf@dmlcapitalgroup.com

11.

AMENDMENT AND WAIVER.

11.1 Only a writing signed by all parties hereto may amend this Agreement. No failure or delay in exercising any right hereunder shall impair any such right that Creditor may have, nor shall any waiver by Creditor hereund r b deemed a waiver of any default or breach subsequently occurring. Creditor's rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Creditor wot1ld otherwise have.

12.

ATTORNEY'S FEES.

12.1 In the event that either Party finds it necessary to retain counsel in connection with any contract claim regarding the interpretation, defense, or enforcement of this Agreement, the prevailing party shall recover its reasonable attorney's fees and expenses from the unsuccessful Party.

12.2 It shall be presumed (subject to rebuttal only by the introduction of competent evidence to the contrary) that the amount recoverable is the amount billed to the prevailing party by its counsel and that such amount will be reasonable if based on the billing rates charged to the prevailing party by its counsel in similar matters.

12.3 In the event that Guarantor asserts a claim against Creditor hereunder, it shall do so in writing prior to and as a condition of the commencement of any litigation by Guarantor, setting forth the specific amount of Guarantor's claim against Creditor (the "Damage Claim"). In the event that any litigation results in a judgment against Creditor of less the Damage Claim, the court must find that Creditor was the prevailing party for the purposes of Section 12.1.

12.4 In the event that either Party finds it necessary to retain counsel in connection with any non-contractual claim against the other Party (such as a tort claim), Guarantor shall pay the reasonable attorney's fees incurred by Creditor in connection therewith.

13.

COSTS AND EXPENSES.

13.1 Guarantor agrees to reimburse Creditor on demand for the actual costs of photocopying (which, if performed by Creditor's employees, shall be at the rate of $.10/page), travel, and attorneys' fees and expenses incurred in complying with any subpoena or other legal process attendant to any litigation in which Guarantor is a party.

14.

SUCCESSORS AND ASSIGNS.

14.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

14.2 Creditor may assign its rights and delegate its duties hereunder in connection with an assignment of the Guaranteed Obligations. Upon such assignment, Guarantor shall be deemed to have attorned to such assignee and shall owe the same obligations to such assignee and shall accept performance hereunder by such assignee if such assignee were Creditor.

15.

ENTIRE AGREEMENT.

15.1 No promises of any kind have been made by Creditor or any third party to induce Guarantor to execute this Agreement. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

16.

REVOCATION.

16.1 Guarantor waives any right to revoke this agreement.

17.

CHOICE OF LAW.

17.1 This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of the Chosen State.

18.

WAIVER OF TRIAL BY JURY.

18.1 IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

19.

VENUE; JURISDICTION.

19.1 Any suit, action or proceeding arising hereunder commenced by Guarantor, for the interpretation, performance, or breach hereof, shall, be instituted in the court sitting in or nearest to Palm Beach County, Florida (the "Acceptable Forum").

19.2 Guarantor agrees that the Acceptable Forum is convenient to it and submits to the jurisdiction of the Acceptable Forum and waives any and all objections to jurisdiction or venue.

19.3 Should such proceeding be initiated in any other forum, Guarantor waives any right to oppose any motion or application made by Creditor to transfer such proceeding to an Acceptable Forum.

20.

SERVICE OF PROCESS.

20.1 Guarantor agrees that Creditor may affect service of process upon Guarantor by regular mail at the address set forth herein or at such other address as may be reflected in the records of Creditor, or at the option of Creditor by service upon Guarantor's agent for the service of process.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, Guarantor has executed this Agreement as of the date first written above.

	Cardiff Lexington Corporation
	a Nevada corporation


	By:	/s/ Alex Cunningham
	Name:	Alex Cunningham
	Title:	CEO


	Nova Ortho and Spine, PLLC.
	a Florida professional limited liability company


	By:	/s/ Alex Cunningham
	Name:	Alex Cunningham
	Title:	CEO


	Platinum Tax Defenders
	a Nevada Limited Liability Company


	By:	/s/ Alex Cunningham
	Name:	Alex Cunningham
	Title:	CEO


	Edge View Properties, Inc
	an Idaho Corporation


	By:	/s/ Alex Cunningham
	Name:	Alex Cunningham
	Title:	CEO

SCHEDULE 1

Commercial Tort Claims¹

1 Guarantors to complete.

Exhibit 31.1

CERTIFICATIONS

I, Alex Cunningham, certify that:

I have reviewed this quarterly report on Form 10-Q of Cardiff Lexington Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2023

/s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Zia Choe, certify that:

I have reviewed this quarterly report on Form 10-Q of Cardiff Lexington Corporation;

	b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2023

/s/ Zia Choe

Zia Choe

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Executive Officer of Cardiff Lexington Corporation (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on November 14, 2023.

/s/ Alex Cunningham

Alex Cunningham

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Cardiff Lexington Corporation and will be retained by Cardiff Lexington Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Financial Officer of Cardiff Lexington Corporation (the “Company”), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on November 14, 2023.

/s/ Zia Choe

Zia Choe

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-49709
Entity Registrant Name	CARDIFF LEXINGTON CORPORATION
Entity Central Index Key	0000811222
Entity Tax Identification Number	84-1044583
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3753 Howard Hughes Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	844
Local Phone Number	628-2100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,326,475,613

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 181,343	$ 226,802
Accounts receivable-net	11,844,738	6,604,780
Prepaid and other current assets	5,000	5,000
Total current assets	12,031,081	6,836,582
Property and equipment, net	44,073	55,439
Land	540,000	540,000
Goodwill	5,666,608	5,666,608
Right of use - assets	201,163	218,926
Due from related party	4,979	4,979
Other assets	30,823	30,823
Total assets	18,518,727	13,353,357
Current liabilities
Accounts payable and accrued expense	2,515,682	2,038,595
Accrued expenses - related parties	4,264,557	3,750,557
Accrued interest	717,827	350,267
Right of use - liability	135,776	142,307
Due to director & officer	123,442	123,192
Notes payable	24,600	15,809
Notes payable - related party	159,662	37,024
Convertible notes payable, net of debt discounts of $66,674 and $46,798, respectively	3,952,581	3,515,752
Total current liabilities	11,894,127	9,973,503
Other liabilities
Notes payable	144,668	139,789
Operating lease liability – long term	64,147	84,871
Total liabilities	12,102,942	10,198,163
Mezzanine equity
Total Mezzanine Equity	5,440,434	4,625,002
Stockholders' equity (deficit)
Common Stock - 7,500,000,000 shares authorized, $0.001 par value; 1,099,475,613 and 824,793,235 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	1,099,475	824,793
Additional paid-in capital	(8,619,611)	(8,581,265)
Accumulated deficit	(68,679,229)	(70,855,453)
Total stockholders' equity (deficit)	975,351	(1,469,808)
Total liabilities, mezzanine equity and stockholders' equity	18,518,727	13,353,357
Series N Senior Convertible Preferred Stock [Member]
Mezzanine equity
Preferred Stock Value	3,787,559	3,125,002
Series X Senior Convertible Preferred Stock [Member]
Mezzanine equity
Preferred Stock Value	1,652,875	1,500,000
Series B Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	8,537,912	8,525,313
Series C Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	488	488
Series E Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	623,000	603,000
Series F-1 Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	143,008	143,008
Series I Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	59,540,000	59,540,000
Series J Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	6,854,336	6,854,336
Series L Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	1,277,972	1,277,972
Series R Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred Stock Value	$ 198,000	$ 198,000

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument, Unamortized Discount	$ 66,674	$ 46,798
Common stock, shares authorized	7,500,000,000	7,500,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	1,099,475,613	824,793,235
Common stock, shares outstanding	1,099,475,613	824,793,235
Series N Preferred Stock [Member]
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	868,058	868,058
Preferred stock, shares outstanding	868,058	868,058
Series X Preferred Stock [Member]
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	375,000	375,000
Preferred stock, shares outstanding	375,000	375,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	2,134,478	2,131,328
Preferred stock, shares outstanding	2,134,478	2,131,328
Series C Preferred Stock [Member]
Preferred stock, shares authorized	500	500
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	123	123
Preferred stock, shares outstanding	123	123
Series E Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	155,750	150,750
Preferred stock, shares outstanding	155,750	150,750
Series F-1 Preferred Stock [Member]
Preferred stock, shares authorized	50,000	50,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	35,752	35,752
Preferred stock, shares outstanding	35,752	35,752
Series I Preferred Stock [Member]
Preferred stock, shares authorized	15,000,000	15,000,000
Preferred stock, stated value	$ 0.001	$ 0.001
Preferred stock, shares issued	14,885,000	14,885,000
Preferred stock, shares outstanding	14,885,000	14,885,000
Series J Preferred Stock [Member]
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	1,713,584	1,713,584
Preferred stock, shares outstanding	1,713,584	1,713,584
Series L Preferred Stock [Member]
Preferred stock, shares authorized	400,000	400,000
Preferred stock, stated value	$ 4.00	$ 4.00
Preferred stock, shares issued	319,493	319,493
Preferred stock, shares outstanding	319,493	319,493
Series R Preferred Stock [Member]
Preferred stock, shares authorized	5,000	5,000
Preferred stock, stated value	$ 1,200	$ 1,200
Preferred stock, shares issued	165	165
Preferred stock, shares outstanding	165	165

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
REVENUE
Total revenue	$ 3,438,124	$ 3,323,281	$ 9,781,731	$ 9,311,663
COST OF SALES
Total cost of sales	557,028	1,134,757	2,643,137	3,347,603
GROSS PROFIT	2,881,096	2,188,524	7,138,594	5,964,060
OPERATING EXPENSES
Depreciation expense	3,365	5,783	11,365	17,349
Selling, general and administrative	607,745	685,026	2,437,511	2,625,503
Total operating expenses	611,110	690,809	2,448,876	2,642,852
INCOME FROM OPERATIONS	2,269,986	1,497,715	4,689,718	3,321,208
OTHER INCOME (EXPENSE)
Other income	0	(2)	205	6
Gain on forgiveness of debt		1,397,271	390	1,397,271
Interest expense and finance charge	(226,418)	(3,430,785)	(1,766,041)	(6,686,772)
Conversion cost	(1,000)	0	(3,000)	0
Penalties and fees	(15,000)	0	(45,000)	0
Amortization of debt discounts	(46,048)	(92,868)	(94,664)	(249,120)
Total other expenses, net	(288,466)	(2,126,384)	(1,908,110)	(5,538,615)
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS	1,981,520	(628,669)	2,781,608	(2,217,407)
GAIN FROM DISCONTINUED OPERATIONS	0	363,895	0	328,353
NET INCOME (LOSS) FOR THE PERIOD	1,981,520	(264,774)	2,781,608	(1,889,054)
DEEMED DIVIDENDS ON PREFERRED STOCK	(142,829)	0	(605,384)	0
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 1,838,691	$ (264,774)	$ 2,176,224	$ (1,889,054)
BASIC INCOME (LOSS) PER SHARE
Continuing operations	$ 0.00	$ 0.00	$ 0.00	$ (0.01)
Discontinued operations	0.00	0.00	0.00	(0.00)
DILUTED INCOME (LOSS) PER SHARE
Continuing operations	0.00	0.00	0.00	0.00
Discontinued operations	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Financial Service [Member]
REVENUE
Total revenue	$ 32,264	$ 219,872	$ 304,967	$ 1,156,729
COST OF SALES
Total cost of sales	5,604	39,963	53,730	365,185
Healthcare Segment [Member]
REVENUE
Total revenue	3,405,860	3,103,409	9,476,764	8,154,934
COST OF SALES
Total cost of sales	$ 551,424	$ 1,094,794	$ 2,589,407	$ 2,982,418

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Basic weighted average number of common shares, continued operations	1,008,580,008	208,829,344	975,400,768	189,084,892
Basic weighted average number of common shares, discontinued operations	1,008,580,008	208,829,344	975,400,768	189,084,892
Diluted weighted average number of common shares, continued operations	59,608,730,482	208,829,344	67,983,088,742	189,084,892
Diluted weighted average number of common shares, discontinued operations	59,608,730,482	208,829,344	67,983,088,742	189,084,892

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED) - USD ($)	Preferred Stock Series A I K [Member]	Preferred Stock Series B D E F F 1 G H L [Member]	Preferred Stock Series C And R [Member]	Treasury Stock, Common [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 59,548,201	$ 14,383,808	$ 198,488	$ (4,967,686)	$ 167,421	$ (3,479,126)	$ (65,118,744)	$ 732,361
Beginning balance, shares at Dec. 31, 2021	23,085,563	3,595,952	287	(619,345)	166,130,069
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock		$ 300,000						300,000
Issuance of series B preferred stock in exchange of series D preferred stock and series H preferred stock, shares		75,000
Cancellation of common stock					$ (35,000)			(35,000)
Cancellation of common stock, shares					(35,000,000)
Cancellation of series D preferred stock		$ (150,000)						(150,000)
Cancellation of series D preferred stock, shares		(37,500)
Cancellation of series H preferred stock		$ (150,000)						(150,000)
Cancellation of series H preferred stock, shares		(37,500)
Issuance of series J preferred stock		$ 3,275,000						3,275,000
Issuance of series J preferred stock, shares		818,750
Issuance of common stock for settlement of Red Rock Travel					$ 66,667	(46,667)		20,000
Issuance of common stock for settlement of Red Rock Travel, shares					66,666,666
Distribution of dividend							(310,522)	(310,522)
Net income							(1,889,054)	(1,889,054)
Ending balance, value at Sep. 30, 2022	$ 59,548,201	$ 17,658,808	$ 198,488	$ (4,967,686)	$ 199,088	(3,525,793)	(67,318,320)	1,792,785
Ending balance, shares at Sep. 30, 2022	23,085,563	4,414,702	287	(619,345)	197,796,735
Beginning balance, value at Dec. 31, 2022	$ 59,540,000	$ 17,403,628	$ 198,488	$ 0	$ 824,793	(8,581,264)	(70,855,453)	(1,469,808)
Beginning balance, shares at Dec. 31, 2022	14,885,001	4,350,907	287		824,793,235
Conversion of convertible notes payable					$ 274,682	(30,747)		243,935
Conversion of convertible notes payable, shares					274,682,378
Accrued dividend							(605,384)	(605,384)
Distribution of dividend
Issuance of series B preferred stock		$ 12,600				12,400		25,000
Issuance of series B preferred stock, shares		3,150
Issuance of series E preferred stock		$ 20,000				(20,000)
Issuance of series E preferred stock, shares		5,000
Net income							2,781,608	2,781,608
Ending balance, value at Sep. 30, 2023	$ 59,540,000	$ 17,436,228	$ 198,488	$ 0	$ 1,099,475	$ (8,619,611)	$ (68,679,229)	$ 975,351
Ending balance, shares at Sep. 30, 2023	14,885,001	4,359,057	287		1,099,475,613

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$ 2,781,608	$ (1,889,054)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	11,365	32,442
Amortization of loan discount	94,664	249,120
Gain on forgiveness of debt	(390)	0
Gain on refinance of debt	0	(1,397,271)
Loss on finance penalties and fees	0	1,923,916
Other noncash items, net	0	324,563
Bad debt	270,000	0
Fair value settled upon conversion	141,406	0
Conversion and note issuance cost	11,250	0
Share issuance for service rendered	25,000	0
Increase (decrease) in:
Accounts receivable	(5,509,958)	(782,494)
Right of use – assets	17,763	(23,434)
Prepaid expenses and other current assets	0	8,000
Increase (decrease) in:
Accounts payable and accrued expense	687,135	319,232
Accrued officer’s compensation	514,000	500,000
Due from related parties	0	(5,016)
Accrued interest	380,020	(219,082)
Capital stock to be issued	0	545,333
Right of use – liabilities	(27,255)	(871)
Net cash used in operating activities - continuing operations	(603,392)	(414,616)
Net cash used in operating activities - discontinued operations	0	(328,353)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable	421,375	729,083
Repayment of convertible notes payable	0	(5,908)
Payment of SBA loan	(803)	(2,290)
Dividend on preferred stock	0	(310,522)
Proceeds from line of credit	44,254	0
Repayment of line of credit	(29,781)	0
Payment of notes payable related party	(6,332)	(7,948)
Proceeds from notes payable related party	129,220	5,065
Net cash provided by financing activities	557,933	407,480
NET (DECREASE) IN CASH	(45,459)	(335,489)
CASH, BEGINNING OF PERIOD	226,802	595,987
CASH, END OF PERIOD	181,343	260,498
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	6,389	73,476
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued upon conversion of notes payable and accrued interest	99,533	0
Preferred stock issued for business acquisition	0	3,275,000
Preferred stock issued for debt refinance	$ 0	$ 1,500,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

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

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

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

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

Principles of Consolidation

Use of Estimates

Accounts Receivable and Credit Losses

Property and Equipment

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

Goodwill and Other Intangible Assets

Valuation of Long-lived Assets

Revenue Recognition

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

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

Healthcare Income

Contract Fees (Non-PIP)

Service Fees – Net (PIP)

Financial Services Income

Advertising Costs

Fair Value Measurements

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

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

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

Distinguishing Liabilities from Equity

Stock-Based Compensation

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

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

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

Income Taxes

Income (Loss) per Share

Going Concern

Recent Accounting Standards

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

2.	RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

i. Balance sheet


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

Total assets	$	15,958,345	$	3,275,000		$	19,233,345

Total liabilities		9,540,557		3,275,000			12,815,557

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

Total stockholders' equity	$	6,417,788	$	(3,125,002	)	$	3,292,786

ii. Statement of operations

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

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

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

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

REVISION OF FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

REVISION OF FINANCIAL STATEMENTS

3.	REVISION OF FINANCIAL STATEMENTS

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

4.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES


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

PLANT AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PLANT AND EQUIPMENT, NET

5.	PLANT AND EQUIPMENT, NET

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

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

LAND

9 Months Ended

Sep. 30, 2023

Real Estate [Abstract]

LAND

LAND

LINES OF CREDIT

9 Months Ended

Sep. 30, 2023

Lines Of Credit

LINES OF CREDIT

7.	LINES OF CREDIT

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

8.	RELATED PARTY TRANSACTIONS

See also Note 15 for compensation paid to employees of the Company.

NOTES AND LOANS PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

NOTES AND LOANS PAYABLE

9.	NOTES AND LOANS PAYABLE

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

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

Long-term debt matures as follows:


	Amount
2024	$	24,600
2025		4,989
2026		4,989
2027		4,989
2028		4,989
Thereafter		124,712
Total	$	169,268

Loans and Notes Payable – Unrelated Party

Small Business Administration (“SBA”) Loans

CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

10.

CONVERTIBLE NOTES PAYABLE

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

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

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

Schedule of convertible notes payable
Note #	Issuance	Maturity	Principal Balance 12/31/22	New Loan		Principal Conversions			Shares Issued Upon Conversion	Principal Balance 9/30/23		Accrued Interest on Convertible Debt at 12/31/22		Interest Expense On Convertible Debt For the Period Ended 9/30/23		Accrued Interest on Convertible Debt at 9/30/23		Unamortized Debt Discount At 9/30/23
7-1	10/28/2016	10/28/2017	10,000	$	–	$	(10,000	)	23,405,455	$	–	$	2,263	$	–	$	–	$	–
9	9/12/2016	9/12/2017	50,080		–		–		–		50,080		14,157		7,491		21,648		–
10	1/24/2017	1/24/2018	55,000		–		–		–		55,000		69,876		8,227		78,103		–
10-1	2/10/2023	2/10/2024	–		50,000		–		–		50,000		–		4,767		4,767		–
10-2	3/30/2023	3/30/2024	–		25,000		–		–		25,000		–		1,890		1,890		–
10-3	8/11/2023	8/11/2024	–		25,000		–		–		25,000		–		514		514		–
29-2	11/8/2019	11/8/2020	36,604		–		–		–		36,604		20,160		6,571		26,731		–
31	8/28/2019	8/28/2020	–		–		–		–		–		8,385		–		8,385		–
37-1	9/3/2020	6/30/2021	113,667		–		–		–		113,667		28,756		15,303		59,059		–
37-2	11/2/2020	8/31/2021	113,167		–		–		–		113,167		27,510		15,236		57,746		–
37-3	12/29/2020	9/30/2021	113,166		–		–		–		113,166		26,474		15,236		56,710		–
38	2/9/2021	2/9/2022	96,000		–		(77,460	)	221,276,923		18,540		27,939		7,242		35,181		–
39	4/26/2021	4/26/2022	168,866		–		–		–		168,866		39,684		27,787		67,470		–
40-1	9/22/2022	9/22/23	2,600,000		–		–		30,000,000		2,600,000		71,233		194,466		255,499		–
40-2	11/4/2022	11/4/2023	68,666		–		–		–		68,666		1,072		5,136		6,208		4,327
40-3	11/28/2022	11/28/2023	68,667		–		–		–		68,667		620		5,136		5,756		4,327
40-4	12/21/2022	12/21/2023	68,667		–		–		–		68,667		187		5,136		5,323		4,327
40-5	1/24/2023	1/24/2024	–		90,166		–		–		90,166		–		6,151		6,151		5,965
40-6	3/21/2023	3/21/2024	–		139,166		–		–		139,166		–		7,359		7,359		9,242
40-7	6/5/2023	6/5/2024	–		139,166		–		–		139,166		–		4,461		4,461		24,913
40-8	6/13/2023	6/13/2024	–		21,167		–		–		21,167		–		632		632		3,624
40-9	7/19/2023	7/19/2024	–		35,500		–		–		35,500		–		710		710		7,100
40-10	7/24/2023	7/24/2024	–		14,000		–		–		14,000		–		261		261		2,849
41	8/25/2023	8/25/2024	–		5,000		–		–		5,000		–		49		49		–
			3,562,550	$	544,165	$	(87,460	)	274,682,378	$	4,019,255	$	338,316	$	339,761	$	710,613	$	66,674

Note 7-1

Note 9

Notes 10, 10-1, 10-2 and 10-3

Notes 29, 29-1 and 29-2

Note 31

Notes 37-1, 37-2 and 37-3

Note 38

Note 39

Notes 40-1, 40-2, 40-3, 40-4, 40-5, 40-6, 40-7, 40-8, 40-9 and 40-10

Note 41

CAPITAL STOCK

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

CAPITAL STOCK

11.

CAPITAL STOCK

Preferred Stock

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

Redeemable Preferred Stock

Series N Senior Convertible Preferred Stock

Series X Senior Convertible Preferred Stock

Non-redeemable Preferred Stock

Series A Preferred Stock

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

Series B Preferred Stock

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

Series C Preferred Stock

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

Series E Preferred Stock

Series F-1 Preferred Stock

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

Series I Preferred Stock

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

Series J Preferred Stock

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

Series L Preferred Stock

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

Series R Preferred Stock

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

Preferred Stock Transactions

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

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

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

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

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

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

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

Common Stock

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

·	The Company issued 274,682,378 shares of common stock upon the conversion of certain convertible notes.

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

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

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

WARRANTS

9 Months Ended

Sep. 30, 2023

Warrants

WARRANTS

12.

WARRANTS

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

Schedule of warrant activity
	Number of Warrants			Weighted Average Exercise Price
Balance at January 1, 2023		235,557,856		$	0.015
Granted		–			–
Exercised		–			–
Forfeited		(25,000	)		–
Balance at September 30, 2023		235,532,856			0.015
Warrants Exercisable at September 30, 2023		235,532,856		$	0.015

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

13.

DISCONTINUED OPERATIONS

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

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


	Nine Months Ended September 30,
	2023		2022

Gain (Loss) from discontinued operations
Revenue AHI subsidiary	$	–	$	102,818
Cost of sales AHI subsidiary		–		(58,611	)
Selling, general and administrative expenses AHI subsidiary		–		(58,098	)
Interest expense of Red Rock Investor Note		–		(39,100	)
Gain no change in estimate of AHI subsidiary		–		(4,474	)
Gain on settlement of debt on Red Rock				385,818
Gain from discontinued operations	$	–	$	328,353

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2023

Goodwill And Identifiable Intangible Assets Net

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

14.

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET

The following table shows goodwill balances by reportable segment:

Schedule of goodwill balances
	Healthcare		Total
Carrying value at December 31, 2022	$	5,666,608	$	5,666,608
Accumulated impairment		–		–
Carrying value at September 30, 2023	$	5,666,608	$	5,666,608

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

15.

COMMITMENTS AND CONTINGENCIES

Leases

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

	·	lease classification for expired or existing leases; and

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

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

The Company has operating leases with future commitments as follows:

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

Employees


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

LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

LEGAL PROCEEDINGS

16.

LEGAL PROCEEDINGS

SEGMENT REPORTING

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

SEGMENT REPORTING

17.

SEGMENT REPORTING

	(1)	Tax Resolution Services (Platinum Tax)

	(2)	Real Estate (Edge View)

	(3)	Healthcare (Nova)

Schedule of segment reporting
	September 30, 2023		December 31, 2022
Assets:
Financial Services	$	844	$	8,577
Healthcare		17,923,340		12,692,531
Real Estate		589,054		592,557
Others		5,489		59,692
Consolidated assets	$	18,518,727	$	13,353,357

	Three Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	32,264		$	219,872
Healthcare		3,405,860			3,103,409
Consolidated revenues	$	3,438,124		$	3,323,281

Cost of Sales:
Financial Services	$	5,604		$	39,963
Healthcare		551,424			1,094,794
Consolidated cost of sales	$	557,028		$	1,134,757

Income (Loss) from operations from subsidiaries
Financial Services	$	(3,407	)	$	3,839
Healthcare		2,610,188			1,825,594
Real Estate		(278	)		(11,906	)
Income from operations from subsidiaries	$	2,606,503		$	1,817,527

Loss from operations from Cardiff Lexington	$	(336,517	)	$	(319,812	)
Total income from operations	$	2,269,986		$	1,497,715

Income (Loss) before taxes
Financial Services	$	(3,705	)	$	2,177
Healthcare		2,521,820			518,437
Real Estate		(278	)		(11,906	)
Corporate, administration and other non-operating expenses		(536,317	)		(773,482	)
Consolidated income (loss) before taxes	$	1,981,520		$	(264,774	)

	Nine Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	304,967		$	1,156,729
Healthcare		9,476,764			8,154,934
Consolidated revenues	$	9,781,731		$	9,311,663

Cost of Sales:
Financial Services	$	53,730		$	365,185
Healthcare		2,589,407			2,982,418
Consolidated cost of sales	$	2,643,137		$	3,347,603

Income (Loss) from operations from subsidiaries
Financial Services	$	(90,663	)	$	(86,281	)
Healthcare		5,994,978			4,609,996
Real Estate		(2,118	)		(14,419	)
Income from operations from subsidiaries	$	5,902,197		$	4,509,296

Loss from operations from Cardiff Lexington	$	(1,212,479	)	$	(1,188,088	)
Total income from operations	$	4,689,718		$	3,321,208

Income (Loss) before taxes
Financial Services	$	(93,005	)	$	(88,853	)
Healthcare		4,717,363			310,671
Real Estate		(2,118	)		(14,419	)
Corporate, administration and other non-operating expenses		(1,840,632	)		(2,096,453	)
Consolidated income (loss) before taxes	$	2,781,608		$	(1,889,054	)

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

18.

SUBSEQUENT EVENTS

On October 20, 2023, the Company issued 5,000 shares of series B preferred stock as compensation for the manager of Platinum Tax as bonus compensation.

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Organization and Nature of Operations

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

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

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

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

Principles of Consolidation

Use of Estimates

Accounts Receivable and Credit Losses

Property and Equipment

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

Goodwill and Other Intangible Assets

Valuation of Long-lived Assets

Revenue Recognition

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

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

Healthcare Income

Healthcare Income

Contract Fees (Non-PIP)

Contract Fees (Non-PIP)

Service Fees – Net (PIP)

Service Fees – Net (PIP)

Financial Services Income

Financial Services Income

Advertising Costs

Fair Value Measurements

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

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

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

Distinguishing Liabilities from Equity

Stock-Based Compensation

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

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

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

Income Taxes

Income (Loss) per Share

Going Concern

Recent Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of estimated useful lives

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

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Schedule of restated financial information


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

Total assets	$	15,958,345	$	3,275,000		$	19,233,345

Total liabilities		9,540,557		3,275,000			12,815,557

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

Total stockholders' equity	$	6,417,788	$	(3,125,002	)	$	3,292,786

ii. Statement of operations

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

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

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

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

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of accounts payable and accrued expenses


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

PLANT AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

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

NOTES AND LOANS PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of notes payable

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

Schedule of maturities of long-term debt


	Amount
2024	$	24,600
2025		4,989
2026		4,989
2027		4,989
2028		4,989
Thereafter		124,712
Total	$	169,268

CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of convertible notes

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

Schedule of convertible notes payable

Schedule of convertible notes payable
Note #	Issuance	Maturity	Principal Balance 12/31/22	New Loan		Principal Conversions			Shares Issued Upon Conversion	Principal Balance 9/30/23		Accrued Interest on Convertible Debt at 12/31/22		Interest Expense On Convertible Debt For the Period Ended 9/30/23		Accrued Interest on Convertible Debt at 9/30/23		Unamortized Debt Discount At 9/30/23
7-1	10/28/2016	10/28/2017	10,000	$	–	$	(10,000	)	23,405,455	$	–	$	2,263	$	–	$	–	$	–
9	9/12/2016	9/12/2017	50,080		–		–		–		50,080		14,157		7,491		21,648		–
10	1/24/2017	1/24/2018	55,000		–		–		–		55,000		69,876		8,227		78,103		–
10-1	2/10/2023	2/10/2024	–		50,000		–		–		50,000		–		4,767		4,767		–
10-2	3/30/2023	3/30/2024	–		25,000		–		–		25,000		–		1,890		1,890		–
10-3	8/11/2023	8/11/2024	–		25,000		–		–		25,000		–		514		514		–
29-2	11/8/2019	11/8/2020	36,604		–		–		–		36,604		20,160		6,571		26,731		–
31	8/28/2019	8/28/2020	–		–		–		–		–		8,385		–		8,385		–
37-1	9/3/2020	6/30/2021	113,667		–		–		–		113,667		28,756		15,303		59,059		–
37-2	11/2/2020	8/31/2021	113,167		–		–		–		113,167		27,510		15,236		57,746		–
37-3	12/29/2020	9/30/2021	113,166		–		–		–		113,166		26,474		15,236		56,710		–
38	2/9/2021	2/9/2022	96,000		–		(77,460	)	221,276,923		18,540		27,939		7,242		35,181		–
39	4/26/2021	4/26/2022	168,866		–		–		–		168,866		39,684		27,787		67,470		–
40-1	9/22/2022	9/22/23	2,600,000		–		–		30,000,000		2,600,000		71,233		194,466		255,499		–
40-2	11/4/2022	11/4/2023	68,666		–		–		–		68,666		1,072		5,136		6,208		4,327
40-3	11/28/2022	11/28/2023	68,667		–		–		–		68,667		620		5,136		5,756		4,327
40-4	12/21/2022	12/21/2023	68,667		–		–		–		68,667		187		5,136		5,323		4,327
40-5	1/24/2023	1/24/2024	–		90,166		–		–		90,166		–		6,151		6,151		5,965
40-6	3/21/2023	3/21/2024	–		139,166		–		–		139,166		–		7,359		7,359		9,242
40-7	6/5/2023	6/5/2024	–		139,166		–		–		139,166		–		4,461		4,461		24,913
40-8	6/13/2023	6/13/2024	–		21,167		–		–		21,167		–		632		632		3,624
40-9	7/19/2023	7/19/2024	–		35,500		–		–		35,500		–		710		710		7,100
40-10	7/24/2023	7/24/2024	–		14,000		–		–		14,000		–		261		261		2,849
41	8/25/2023	8/25/2024	–		5,000		–		–		5,000		–		49		49		–
			3,562,550	$	544,165	$	(87,460	)	274,682,378	$	4,019,255	$	338,316	$	339,761	$	710,613	$	66,674

WARRANTS (Tables)

9 Months Ended

Sep. 30, 2023

Warrants

Schedule of warrant activity

Schedule of warrant activity
	Number of Warrants			Weighted Average Exercise Price
Balance at January 1, 2023		235,557,856		$	0.015
Granted		–			–
Exercised		–			–
Forfeited		(25,000	)		–
Balance at September 30, 2023		235,532,856			0.015
Warrants Exercisable at September 30, 2023		235,532,856		$	0.015

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations

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

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


	Nine Months Ended September 30,
	2023		2022

Gain (Loss) from discontinued operations
Revenue AHI subsidiary	$	–	$	102,818
Cost of sales AHI subsidiary		–		(58,611	)
Selling, general and administrative expenses AHI subsidiary		–		(58,098	)
Interest expense of Red Rock Investor Note		–		(39,100	)
Gain no change in estimate of AHI subsidiary		–		(4,474	)
Gain on settlement of debt on Red Rock				385,818
Gain from discontinued operations	$	–	$	328,353

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill And Identifiable Intangible Assets Net

Schedule of goodwill balances

Schedule of goodwill balances
	Healthcare		Total
Carrying value at December 31, 2022	$	5,666,608	$	5,666,608
Accumulated impairment		–		–
Carrying value at September 30, 2023	$	5,666,608	$	5,666,608

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of operating leases

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

Schedule of annual objectives of financial performance


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

SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of segment reporting

Schedule of segment reporting
	September 30, 2023		December 31, 2022
Assets:
Financial Services	$	844	$	8,577
Healthcare		17,923,340		12,692,531
Real Estate		589,054		592,557
Others		5,489		59,692
Consolidated assets	$	18,518,727	$	13,353,357

	Three Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	32,264		$	219,872
Healthcare		3,405,860			3,103,409
Consolidated revenues	$	3,438,124		$	3,323,281

Cost of Sales:
Financial Services	$	5,604		$	39,963
Healthcare		551,424			1,094,794
Consolidated cost of sales	$	557,028		$	1,134,757

Income (Loss) from operations from subsidiaries
Financial Services	$	(3,407	)	$	3,839
Healthcare		2,610,188			1,825,594
Real Estate		(278	)		(11,906	)
Income from operations from subsidiaries	$	2,606,503		$	1,817,527

Loss from operations from Cardiff Lexington	$	(336,517	)	$	(319,812	)
Total income from operations	$	2,269,986		$	1,497,715

Income (Loss) before taxes
Financial Services	$	(3,705	)	$	2,177
Healthcare		2,521,820			518,437
Real Estate		(278	)		(11,906	)
Corporate, administration and other non-operating expenses		(536,317	)		(773,482	)
Consolidated income (loss) before taxes	$	1,981,520		$	(264,774	)

	Nine Months Ended September 30,
	2023			2022
Revenues:
Financial Services	$	304,967		$	1,156,729
Healthcare		9,476,764			8,154,934
Consolidated revenues	$	9,781,731		$	9,311,663

Cost of Sales:
Financial Services	$	53,730		$	365,185
Healthcare		2,589,407			2,982,418
Consolidated cost of sales	$	2,643,137		$	3,347,603

Income (Loss) from operations from subsidiaries
Financial Services	$	(90,663	)	$	(86,281	)
Healthcare		5,994,978			4,609,996
Real Estate		(2,118	)		(14,419	)
Income from operations from subsidiaries	$	5,902,197		$	4,509,296

Loss from operations from Cardiff Lexington	$	(1,212,479	)	$	(1,188,088	)
Total income from operations	$	4,689,718		$	3,321,208

Income (Loss) before taxes
Financial Services	$	(93,005	)	$	(88,853	)
Healthcare		4,717,363			310,671
Real Estate		(2,118	)		(14,419	)
Corporate, administration and other non-operating expenses		(1,840,632	)		(2,096,453	)
Consolidated income (loss) before taxes	$	2,781,608		$	(1,889,054	)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated useful lives)	9 Months Ended
	Sep. 30, 2023
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful live	5 - 7 years
Medical Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful live	10 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful live	10 years or lease term, if shorter

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Allowances for doubtful account	$ 270,000		$ 270,000		$ 0
Net accounts receivable	11,844,738		11,844,738		6,604,780
Goodwill impairment amount			0	$ 0
Advertising and marketing expense	71,636	$ 93,905	243,315	$ 317,899
Uncertain tax positions	$ 0		$ 0		$ 0

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details - Financical Statements) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets	$ 18,518,727		$ 18,518,727		$ 13,353,357
Total Liabilities	12,102,942		12,102,942		10,198,163
Total shareholders' equity	975,351	$ 1,792,785	975,351	$ 1,792,785	$ (1,469,808)	$ 732,361
Revenue	3,438,124	3,323,281	9,781,731	9,311,663
Cost of sales	557,028	1,134,757	2,643,137	3,347,603
Gross margin	2,881,096	2,188,524	7,138,594	5,964,060
Operating expense	611,110	690,809	2,448,876	2,642,852
Income from operations	2,269,986	1,497,715	4,689,718	3,321,208
Other income (expense), net	(288,466)	(2,126,384)	(1,908,110)	(5,538,615)
Net loss before discontinued operations	1,981,520	(628,669)	2,781,608	(2,217,407)
Loss from discontinued operations	0	363,895
Net loss	$ 1,981,520	$ (264,774)	$ 2,781,608	$ (1,889,054)
Basic loss per share, discontinued operations	$ 0.00	$ 0.00	$ 0.00	$ (0.00)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets		$ 15,958,345		$ 15,958,345
Total Liabilities		9,540,557		9,540,557
Mezzanine equity		0		0
Total shareholders' equity		6,417,788		6,417,788
Revenue		3,360,743		9,432,481
Cost of sales		1,155,280		3,406,214
Gross margin		2,205,463		6,026,267
Operating expense		706,193		2,700,950
Income from operations		1,499,270		3,325,317
Other income (expense), net		(2,126,384)		(4,467,089)
Net loss before discontinued operations		(627,114)		(1,141,772)
Loss from discontinued operations		362,340		328,718
Net loss		$ (264,774)		$ (813,054)
Basic loss per share, continued operations		$ (0.00)		$ (0.00)
Basic loss per share, discontinued operations		$ (0.00)		$ (0.00)
Weighted average shares outstanding - basic, continued operations		208,829,344		189,084,892
Weighted average shares outstanding - basic, discontinued operations		208,829,344		189,084,892
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets		$ 3,275,000		$ 3,275,000
Total Liabilities		3,275,000		3,275,000
Mezzanine equity		3,125,002		3,125,002
Total shareholders' equity		(3,125,002)		(3,125,002)
Revenue		(37,462)		(120,818)
Cost of sales		(20,523)		(58,611)
Gross margin		(16,939)		(62,207)
Operating expense		(15,384)		(58,098)
Income from operations		(1,555)		(4,109)
Other income (expense), net		0		(1,071,526)
Net loss before discontinued operations		(1,555)		(1,075,635)
Loss from discontinued operations		1,555		(365)
Net loss		0		(1,076,000)
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Total assets		19,233,345		19,233,345
Total Liabilities		12,815,557		12,815,557
Mezzanine equity		3,125,002		3,125,002
Total shareholders' equity		3,292,786		3,292,786
Revenue		3,323,281		9,311,663
Cost of sales		1,134,757		3,347,603
Gross margin		2,188,524		5,964,060
Operating expense		690,809		2,642,852
Income from operations		1,497,715		3,321,208
Other income (expense), net		(2,126,384)		(5,538,615)
Net loss before discontinued operations		(628,669)		(2,217,407)
Loss from discontinued operations		363,895		328,353
Net loss		$ (264,774)		$ (1,889,054)
Basic loss per share, continued operations		$ (0.00)		$ (0.01)
Basic loss per share, discontinued operations		$ (0.00)		$ (0.00)
Weighted average shares outstanding - basic, continued operations		208,829,344		189,084,892
Weighted average shares outstanding - basic, discontinued operations		208,829,344		189,084,892

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 797,768	$ 342,330
Accrued credit cards	29,316	45,722
Accrued expense – previously factored liability	1,466,371	776,414
Accrued income taxes, and other taxes	5,346	6,732
Accrued professional fees	70,122	573,040
Accrued advertising	69,656	69,656
Accrued payroll	77,103	14,292
Accrue expense - other	0	363
Accrued expense - dividend payable	0	210,046
Total	$ 2,515,682	$ 2,038,595

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued taxes, penalties and interest	$ 5,346	$ 6,732

PLANT AND EQUIPMENT, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Medical equipment	$ 96,532	$ 96,532
Computer Equipment	9,189	9,189
Furniture, fixtures and equipment	30,841	35,974
Leasehold Improvement	15,950	15,950
Total	152,512	157,645
Less: accumulated depreciation	(108,439)	(102,206)
Property and equipment, net	$ 44,073	$ 55,439

PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,365	$ 10,814	$ 11,365	$ 32,442
Cost of sales		$ 5,031		$ 15,093

LAND (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Real Estate [Abstract]
Land value	$ 540,000	$ 540,000

LINES OF CREDIT (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
LINES OF CREDIT (Details Narrative) - USD ($)	Sep. 29, 2023	Sep. 30, 2023	Dec. 31, 2022
Lines Of Credit
Revolving line of credit		$ 92,500	$ 92,500
Interest rate		11.95%	10.95%
Borrowings on line of credit		$ 8,622	$ 0
Advance amount	$ 4,500,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related party	$ 797,768	$ 342,330
Manager Of Platinum Tax [Member]
Related Party Transaction [Line Items]
Due to related party	159,662	37,024
Previous Owners Of Edge View [Member]
Related Party Transaction [Line Items]
Due from related party	4,979	4,979
Chairman [Member]
Related Party Transaction [Line Items]
Short-Term Debt	$ 123,442	$ 123,192

NOTES AND LOANS PAYABLE (Details - Notes Payable) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Notes and loans payable	$ 169,268	$ 155,598
Less current portion	(24,600)	(15,809)
Long-term portion	$ 144,668	$ 139,789

NOTES AND LOANS PAYABLE (Details - Long term debt maturity)	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 24,600
2025	4,989
2026	4,989
2027	4,989
2028	4,989
Thereafter	124,712
Total	$ 169,268

NOTES AND LOANS PAYABLE (Details Narrative) - USD ($)		9 Months Ended
NOTES AND LOANS PAYABLE (Details Narrative) - USD ($)	Jun. 02, 2020	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Notes payable outstanding		$ 169,268	$ 155,598
Accrued interest		5,723
Loans And Notes Payable [Member]
Debt Instrument [Line Items]
Notes payable outstanding		10,989	10,989
Accrued interest		7,215	6,229
S B A Loan [Member]
Debt Instrument [Line Items]
Accrued interest		0	5,723
Proceeds from loans	$ 150,000
Interest rate	3.75%
Loan payable		$ 149,655	$ 144,609

CONVERTIBLE NOTES PAYABLE (Details - Convertible notes) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Discounts on convertible notes payable	$ (66,674)	$ (46,798)
Total convertible debt less debt discount	3,952,581	3,515,752
Current portion	3,952,581	3,515,752
Long-term portion	0	0
Convertible Notes Payables [Member]
Debt Instrument [Line Items]
Convertible notes payable	$ 4,019,255	$ 3,562,550

CONVERTIBLE NOTES PAYABLE (Details- Convertible debt instruments) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Principal Balance	$ 4,019,255	$ 3,562,550
New Loans	544,165
Principal Conversions	$ (87,460)
Shares Issued Upon Conversion	274,682,378
Accrued Interest on Convertible Debt	$ 710,613	338,316
Interest Expense On Convertible Debt	339,761
Unamortized Debt Discount	$ 66,674	46,798
Convertible Note 71 [Member]
Debt Instrument [Line Items]
Debt issuance date	Oct. 28, 2016
Debt Maturity date	Oct. 28, 2017
Principal Balance	$ 0	10,000
New Loans	0
Principal Conversions	$ (10,000)
Shares Issued Upon Conversion	23,405,455
Accrued Interest on Convertible Debt	$ 0	2,263
Interest Expense On Convertible Debt	0
Unamortized Debt Discount	$ 0
Convertible Note 9 [Member]
Debt Instrument [Line Items]
Debt issuance date	Sep. 12, 2016
Debt Maturity date	Sep. 12, 2017
Principal Balance	$ 50,080	50,080
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 21,648	14,157
Interest Expense On Convertible Debt	7,491
Unamortized Debt Discount	$ 0
Convertible Note 10 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jan. 24, 2017
Debt Maturity date	Jan. 24, 2018
Principal Balance	$ 55,000	55,000
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 78,103	69,876
Interest Expense On Convertible Debt	8,227
Unamortized Debt Discount	$ 0
Convertible Note 101 [Member]
Debt Instrument [Line Items]
Debt issuance date	Feb. 10, 2023
Debt Maturity date	Feb. 10, 2024
Principal Balance	$ 50,000	0
New Loans	50,000
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 4,767	0
Interest Expense On Convertible Debt	4,767
Unamortized Debt Discount	$ 0
Convertible Note 102 [Member]
Debt Instrument [Line Items]
Debt issuance date	Mar. 30, 2023
Debt Maturity date	Mar. 30, 2024
Principal Balance	$ 25,000	0
New Loans	25,000
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 1,890	0
Interest Expense On Convertible Debt	1,890
Unamortized Debt Discount	$ 0
Convertible Note 103 [Member]
Debt Instrument [Line Items]
Debt issuance date	Aug. 11, 2023
Debt Maturity date	Aug. 11, 2024
Principal Balance	$ 25,000	0
New Loans	25,000
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 514	0
Interest Expense On Convertible Debt	514
Unamortized Debt Discount	$ 0
Convertible Note 292 [Member]
Debt Instrument [Line Items]
Debt issuance date	Nov. 08, 2019
Debt Maturity date	Nov. 08, 2020
Principal Balance	$ 36,604	36,604
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 26,731	20,160
Interest Expense On Convertible Debt	6,571
Unamortized Debt Discount	$ 0
Convertible Note 31 [Member]
Debt Instrument [Line Items]
Debt issuance date	Aug. 28, 2019
Debt Maturity date	Aug. 28, 2020
Principal Balance	$ 0	0
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 8,385	8,385
Interest Expense On Convertible Debt	0
Unamortized Debt Discount	$ 0
Convertible Note 371 [Member]
Debt Instrument [Line Items]
Debt issuance date	Sep. 03, 2020
Debt Maturity date	Jun. 30, 2021
Principal Balance	$ 113,667	113,667
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 59,059	28,756
Interest Expense On Convertible Debt	15,303
Unamortized Debt Discount	$ 0
Convertible Note 372 [Member]
Debt Instrument [Line Items]
Debt issuance date	Nov. 02, 2020
Debt Maturity date	Aug. 31, 2021
Principal Balance	$ 113,167	113,167
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 57,746	27,510
Interest Expense On Convertible Debt	15,236
Unamortized Debt Discount	$ 0
Convertible Note 373 [Member]
Debt Instrument [Line Items]
Debt issuance date	Dec. 29, 2020
Debt Maturity date	Sep. 30, 2021
Principal Balance	$ 113,166	113,166
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 56,710	26,474
Interest Expense On Convertible Debt	15,236
Unamortized Debt Discount	$ 0
Convertible Note 38 [Member]
Debt Instrument [Line Items]
Debt issuance date	Feb. 09, 2021
Debt Maturity date	Feb. 09, 2022
Principal Balance	$ 18,540	96,000
New Loans	0
Principal Conversions	$ (77,460)
Shares Issued Upon Conversion	221,276,923
Accrued Interest on Convertible Debt	$ 35,181	27,939
Interest Expense On Convertible Debt	7,242
Unamortized Debt Discount	$ 0
Convertible Note 39 [Member]
Debt Instrument [Line Items]
Debt issuance date	Apr. 26, 2021
Debt Maturity date	Apr. 26, 2022
Principal Balance	$ 168,866	168,866
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 67,470	39,684
Interest Expense On Convertible Debt	27,787
Unamortized Debt Discount	$ 0
Convertible Note 401 [Member]
Debt Instrument [Line Items]
Debt issuance date	Sep. 22, 2022
Debt Maturity date	Sep. 22, 2023
Principal Balance	$ 2,600,000	2,600,000
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	30,000,000
Accrued Interest on Convertible Debt	$ 255,499	71,233
Interest Expense On Convertible Debt	194,466
Unamortized Debt Discount	$ 0
Convertible Note 402 [Member]
Debt Instrument [Line Items]
Debt issuance date	Nov. 04, 2022
Debt Maturity date	Nov. 04, 2023
Principal Balance	$ 68,666	68,666
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 6,208	1,072
Interest Expense On Convertible Debt	5,136
Unamortized Debt Discount	$ 4,327
Convertible Note 403 [Member]
Debt Instrument [Line Items]
Debt issuance date	Nov. 28, 2022
Debt Maturity date	Nov. 28, 2023
Principal Balance	$ 68,667	68,667
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 5,756	620
Interest Expense On Convertible Debt	5,136
Unamortized Debt Discount	$ 4,327
Convertible Note 404 [Member]
Debt Instrument [Line Items]
Debt issuance date	Dec. 21, 2022
Debt Maturity date	Dec. 21, 2023
Principal Balance	$ 68,667	68,667
New Loans	0
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 5,323	187
Interest Expense On Convertible Debt	5,136
Unamortized Debt Discount	$ 4,327
Convertible Note 405 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jan. 24, 2023
Debt Maturity date	Jan. 24, 2024
Principal Balance	$ 90,166	0
New Loans	90,166
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 6,151	0
Interest Expense On Convertible Debt	6,151
Unamortized Debt Discount	$ 5,965
Convertible Note 406 [Member]
Debt Instrument [Line Items]
Debt issuance date	Mar. 21, 2023
Debt Maturity date	Mar. 21, 2024
Principal Balance	$ 139,166	0
New Loans	139,166
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 7,359	0
Interest Expense On Convertible Debt	7,359
Unamortized Debt Discount	$ 9,242
Convertible Note 407 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jun. 05, 2023
Debt Maturity date	Jun. 05, 2024
Principal Balance	$ 139,166	0
New Loans	139,166
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 4,461	0
Interest Expense On Convertible Debt	4,461
Unamortized Debt Discount	$ 24,913
Convertible Note 408 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jun. 13, 2023
Debt Maturity date	Jun. 13, 2024
Principal Balance	$ 21,167	0
New Loans	21,167
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 632	0
Interest Expense On Convertible Debt	632
Unamortized Debt Discount	$ 3,624
Convertible Note 409 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jul. 19, 2023
Debt Maturity date	Jul. 19, 2024
Principal Balance	$ 35,500	0
New Loans	35,500
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 710	0
Interest Expense On Convertible Debt	710
Unamortized Debt Discount	$ 7,100
Convertible Note 4010 [Member]
Debt Instrument [Line Items]
Debt issuance date	Jul. 24, 2023
Debt Maturity date	Jul. 24, 2024
Principal Balance	$ 14,000	0
New Loans	14,000
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 261	0
Interest Expense On Convertible Debt	261
Unamortized Debt Discount	$ 2,849
Convertible Note 41 [Member]
Debt Instrument [Line Items]
Debt issuance date	Aug. 25, 2023
Debt Maturity date	Aug. 25, 2024
Principal Balance	$ 5,000	0
New Loans	5,000
Principal Conversions	$ 0
Shares Issued Upon Conversion	0
Accrued Interest on Convertible Debt	$ 49	$ 0
Interest Expense On Convertible Debt	49
Unamortized Debt Discount	$ 0

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Jul. 24, 2023	Jul. 19, 2023	Jun. 05, 2023	Sep. 22, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 13, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Convertible debt outstanding					$ 3,952,581		$ 3,952,581			$ 3,515,752
Proceeds from convertible debt							544,165
Repayments of convertible debt							(0)	$ 5,908
Debt discount					66,674		66,674			$ 46,798
Amortization of debt discount					$ 46,048	$ 92,868	94,664	249,120
Convertible Note 40 [Member]
Short-Term Debt [Line Items]
Principal amount	$ 14,000	$ 35,500	$ 136,667						$ 21,167
Original issue discount and fee	$ 3,500	$ 8,875	$ 39,167						$ 5,167
Interest rate	10.00%	10.00%	10.00%
Security Exchange And Purchase Agreement [Member]
Short-Term Debt [Line Items]
Debt converted, new debt issued				$ 2,600,000
Debt converted, original debt amount				4,791,099
Gain on debt consolidation				1,397,271
Security Exchange And Purchase Agreement [Member] \| Principal Amount [Member]
Short-Term Debt [Line Items]
Debt converted, original debt amount				3,840,448
Security Exchange And Purchase Agreement [Member] \| Accrued Interest [Member]
Short-Term Debt [Line Items]
Debt converted, original debt amount				$ 950,651
Security Exchange And Purchase Agreement [Member] \| Series X Senior Convertible Preferred Stock [Member]
Short-Term Debt [Line Items]
Debt converted, shares issued				375,000
Debt converted, shares issued value				$ 1,500,000
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt converted, amount converted							87,460	0
Debt converted, interest converted							12,073
Debt converted, cost to convert							$ 3,000
Debt converted, shares issued							274,682,378
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Proceeds from convertible debt							$ 421,375	729,083
Repayments of convertible debt								$ 5,908

CAPITAL STOCK (Details Narrative) - USD ($)					3 Months Ended	9 Months Ended
CAPITAL STOCK (Details Narrative) - USD ($)	Jul. 24, 2023	May 25, 2023	Sep. 12, 2022	Sep. 07, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for conversion of debt, shares							35,000,000
Stock issued for conversion of debt, value							$ 35,000
Convertible Notes Payable [Member]
Class of Stock [Line Items]
Stock issued for conversion of debt, shares						274,682,378
Red Rock Settlement [Member]
Class of Stock [Line Items]
Stock issued for conversion of debt, shares							666,666,666
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						2
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						3,000,000		3,000,000
Issuance of shares		3,150
Issuance of shares value		$ 25,000
Series B preferred stock issued for cancellation of Series D preferred stock					37,500
Series B preferred stock issued for cancellation of Series H preferred stock					37,500
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						500		500
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						1,000,000		1,000,000
Issuance of shares	5,000
Issuance of shares value	$ 5,000
Series F-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						50,000		50,000
Series I Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						15,000,000		15,000,000
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						2,000,000		2,000,000
Issuance of shares				818,750
Issuance of shares value				$ 3,275,000
Series L Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						400,000		400,000
Series N Senior Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						3,000,000
Dividends payment						$ 662,557
Series R Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000		5,000
Series X Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						5,000,000		5,000,000
Dividends payment						$ 152,875
Issuance of shares			375,000
Issuance of shares value			$ 1,500,000
Mezzanine equity			$ 1,500,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Series D Preferred stock cancelled					37,500
Series H Preferred stock cancelled					37,500

WARRANTS (Details) - Warrant [Member]	9 Months Ended
WARRANTS (Details) - Warrant [Member]	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding, Beginning balance \| shares	235,557,856
Weighted average exercise price, Beginning balance \| $ / shares	$ 0.015
Number of warrants, Granted \| shares	0
Weighted average exercise price, Granted \| $ / shares	$ 0
Number of warrants, Exercised \| shares	0
Weighted average exercise price, Exercised \| $ / shares	$ 0
Number of warrants, Forfeited \| shares	(25,000)
Weighted average exercise price, Forfeited \| $ / shares	$ 0
Number of warrants outstanding, Ending balance \| shares	235,532,856
Weighted average exercise price, Ending balance \| $ / shares	$ 0.015
Number of warrants, Exercisable \| shares	235,532,856
Weighted average exercise price, Exercisable \| $ / shares	$ 0.015

DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
DISCONTINUED OPERATIONS (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Gain (Loss) from discontinued operations
Revenue AHI subsidiary	$ 3,438,124	$ 3,323,281	$ 9,781,731	$ 9,311,663
Cost of sales AHI subsidiary	(557,028)	(1,134,757)	(2,643,137)	(3,347,603)
Selling, general and administrative expenses AHI subsidiary	(607,745)	(685,026)	(2,437,511)	(2,625,503)
Gain from discontinued operations	0	363,895
Discontinued Operations [Member]
Gain (Loss) from discontinued operations
Revenue AHI subsidiary	0	37,462	0	102,818
Cost of sales AHI subsidiary	0	(20,523)	0	(58,611)
Selling, general and administrative expenses AHI subsidiary	0	(15,384)	0	(58,098)
Interest expense of Red Rock Investor Note	0	(39,100)	0	(39,100)
Gain no change in estimate of AHI subsidiary			0	(4,474)
Gain from disposal of Red Rock subsidiary	0	33,622
Gain on settlement of debt on Red Rock	0	367,818		385,818
Gain from discontinued operations	$ 0	$ 363,895	$ 0	$ 328,353

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
DISCONTINUED OPERATIONS (Details Narrative) - USD ($)	Oct. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net liabilities of discontinued operations		$ 0		$ 0		$ 0
Gain from discontinued operations		0	$ 363,895
Gain from discontinued operations		$ 0	$ 363,895	$ 0	$ 328,353
AHI [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loss on disposal of AHI	$ 217,769
Series F Preferred Stock [Member] \| Buy Back Agreement [Member] \| AHI [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock returned	175,045

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Goodwill, Beginning balance	$ 5,666,608
Accumulated impairment	0
Goodwill, Ending balance	5,666,608
Health Care [Member]
Defined Benefit Plan Disclosure [Line Items]
Goodwill, Beginning balance	5,666,608
Accumulated impairment	0
Goodwill, Ending balance	$ 5,666,608

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Goodwill And Identifiable Intangible Assets Net
Goodwill impairment	$ 0	$ 0

COMMITMENTS AND CONTINGENCIES (Details - Operating leases)	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 135,776
2025	64,147
Total	$ 199,923

COMMITMENTS AND CONTINGENCIES (Details - Financial performance)	Sep. 30, 2023 USD ($) shares
Year End 2021 [Member]
Effect of Fourth Quarter Events [Line Items]
Minimum Annual Nova EBITDA	$ 2,000,000
Cash Annual Bonus	$ 120,000
Year End 2021 [Member] \| Series J Preferred Stock [Member]
Effect of Fourth Quarter Events [Line Items]
Stock to be issued for performance goals \| shares	120,000
Year End 2022 [Member]
Effect of Fourth Quarter Events [Line Items]
Minimum Annual Nova EBITDA	$ 2,400,000
Cash Annual Bonus	$ 150,000
Year End 2022 [Member] \| Series J Preferred Stock [Member]
Effect of Fourth Quarter Events [Line Items]
Stock to be issued for performance goals \| shares	135,000
Year End 2023 [Member]
Effect of Fourth Quarter Events [Line Items]
Minimum Annual Nova EBITDA	$ 3,700,000
Cash Annual Bonus	$ 210,000
Year End 2023 [Member] \| Series J Preferred Stock [Member]
Effect of Fourth Quarter Events [Line Items]
Stock to be issued for performance goals \| shares	150,000
Year End 2024 [Member]
Effect of Fourth Quarter Events [Line Items]
Minimum Annual Nova EBITDA	$ 5,500,000
Cash Annual Bonus	$ 300,000
Year End 2024 [Member] \| Series J Preferred Stock [Member]
Effect of Fourth Quarter Events [Line Items]
Stock to be issued for performance goals \| shares	180,000
Year End 2025 [Member]
Effect of Fourth Quarter Events [Line Items]
Minimum Annual Nova EBITDA	$ 8,000,000
Cash Annual Bonus	$ 420,000
Year End 2025 [Member] \| Series J Preferred Stock [Member]
Effect of Fourth Quarter Events [Line Items]
Stock to be issued for performance goals \| shares	210,000

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	May 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	May 15, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Operating Leases		$ 76,466	$ 60,878	$ 210,696	$ 231,028
Accrued compensation							$ 156,000
First Doctor [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salaries	$ 372,000
Second Doctor [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salaries	450,000
Third Doctor [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salaries	$ 372,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued compensation		2,115,500		2,115,500		$ 1,870,500
Board of Directors Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued compensation		2,132,000		2,132,000		1,863,000
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued compensation		$ 17,057		$ 17,057		$ 17,057

SEGMENT REPORTING (Details) - USD ($)	3 Months Ended		9 Months Ended
SEGMENT REPORTING (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Net Assets	$ 18,518,727		$ 18,518,727		$ 13,353,357
Total revenue	3,438,124	$ 3,323,281	9,781,731	$ 9,311,663
Cost of Revenue	557,028	1,134,757	2,643,137	3,347,603
Income (Loss) from operations from subsidiaries	2,269,986	1,497,715	4,689,718	3,321,208
Income (Loss) before taxes	1,981,520	(264,774)	2,781,608	(1,889,054)
Financial Services [Member]
Segment Reporting Information [Line Items]
Net Assets	844		844		8,577
Total revenue	32,264	219,872	304,967	1,156,729
Cost of Revenue	5,604	39,963	53,730	365,185
Income (Loss) from operations from subsidiaries	(3,407)	3,839	(90,663)	(86,281)
Income (Loss) before taxes	(3,705)	2,177	(93,005)	(88,853)
Healthcare Segment [Member]
Segment Reporting Information [Line Items]
Net Assets	17,923,340		17,923,340		12,692,531
Total revenue	3,405,860	3,103,409	9,476,764	8,154,934
Cost of Revenue	551,424	1,094,794	2,589,407	2,982,418
Income (Loss) from operations from subsidiaries	2,610,188	1,825,594	5,994,978	4,609,996
Income (Loss) before taxes	2,521,820	518,437	4,717,363	310,671
Real Estates [Member]
Segment Reporting Information [Line Items]
Net Assets	589,054		589,054		592,557
Income (Loss) from operations from subsidiaries	(278)	(11,906)	(2,118)	(14,419)
Income (Loss) before taxes	(278)	(11,906)	(2,118)	(14,419)
Others [Member]
Segment Reporting Information [Line Items]
Net Assets	5,489		5,489		$ 59,692
Subsidiary [Member]
Segment Reporting Information [Line Items]
Income (Loss) from operations from subsidiaries	2,606,503	1,817,527	5,902,197	4,509,296
Cardiff Lexington [Member]
Segment Reporting Information [Line Items]
Income (Loss) from operations from subsidiaries	(336,517)	(319,812)	(1,212,479)	(1,188,088)
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Income (Loss) before taxes	$ (536,317)	$ (773,482)	$ (1,840,632)	$ (2,096,453)

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