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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2024

or

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

For the transition period from                to                .

 

Commission file number: 0-15586

 

U.S. NeuroSurgical Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

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

 

1131 W 6th Street, Ontario, CA 91672

(Address of principal executive offices)

 

(949) 249-1170

(Registrant's telephone number)

 

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

 

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

 

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

Large accelerated filer     ☐ Accelerated filer     ☐
Non-accelerated filer     ☐ Smaller reporting company    
  Emerging Growth Company    

 

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

 

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

 

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of June 30, 2024 was 13,484,924.

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

   

(Audited)

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 2,195,000     $ 466,000  

Other current assets

    46,000       61,000  

Total current assets

    2,241,000       527,000  
                 

Other assets:

               

Due from related parties

    524,000       520,000  

Investments in unconsolidated entities

    193,000       189,000  

Total other assets

    717,000       709,000  
                 

Property and equipment:

               

Operating lease right-of-use asset

    74,000       85,000  

Total property and equipment

    74,000       85,000  
                 

TOTAL ASSETS

  $ 3,032,000     $ 1,321,000  
                 

LIABILITIES

               

Current liabilities:

               

Operating lease right-of-use liability - current portion

  $ 28,000     $ 27,000  

Accounts payable and accrued expenses

    48,000       59,000  

Income taxes payable

    -       166,000  

Share application money pending allotment

    900,000       355,000  

Total current liabilities

    976,000       607,000  
                 

Operating lease right-of-use liability - net of current portion

    47,000       58,000  

Guarantee liability

    11,000       11,000  

Total liabilities

    1,034,000       676,000  
                 

EQUITY

               

Common stock - par value $.01; 25,000,000 shares authorized; 13,484,924 and 9,284,924 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

    135,000       93,000  

Additional paid-in capital

    5,000,000       2,942,000  

Accumulated deficit

    (3,137,000 )     (2,390,000 )

Total stockholders' equity

    1,998,000       645,000  
                 

TOTAL LIABILITIES AND EQUITY

  $ 3,032,000     $ 1,321,000  

 

See accompanying notes to the consolidated financial statements

 

 

 

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Revenue

  $ -     $ -       -       -  
                                 

Costs and expenses:

                               

Selling, general and administrative

    437,000       242,000       913,000       371,000  
                                 

Total

    437,000       242,000       913,000       371,000  
                                 

Operating loss

    (437,000 )     (242,000 )     (913,000 )     (371,000 )
                                 

Total other (expense) income

                               

Interest expense

    -       -       (1,000 )        

Income (loss) from investments in unconsolidated entities, net

    2,000       (269,000 )     4,000       (267,000 )

Total other (expense)

    2,000       (269,000 )     3,000       (267,000 )
                                 

Loss before income taxes

    (435,000 )     (511,000 )     (910,000 )     (638,000 )
                                 

Reversal of provision for income taxes

            -       163,000          
                                 

Net loss

    (435,000 )     (511,000 )     (747,000 )     (638,000 )

Net loss attributable to noncontrolling interests

    -       77,000       -       96,000  

Net loss attributable to U.S. Neurosurgical Holdings, Inc.

  $ (435,000 )   $ (434,000 )     (747,000 )     (542,000 )
                                 

Basic and diluted net loss per share attributable to U.S. NeuroSurgical Holdings, Inc.

  $ (0.03 )   $ (0.05 )     (0.06 )     (0.07 )
                                 

Weighted average common shares outstanding, basic and diluted

    13,484,924       7,892,185       12,692,067       7,892,185  

 

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

 

Weighted average common shares basic and diluted

 

 

 

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  EQUITY

(UNAUDITED)

 

   

Common Stock

                                         
   

 

Number

of

           

 

Additional

Paid-In

   

 

(Accumulated

Deficit)

Retained
    U.S. Neurosurgical Holdings, Inc.    

Noncontrolling

   

Total

 
   

Shares

   

Amount

   

Capital

   

Earnings

    Equity    

Interests

   

Equity

 
                                                         

Balance - December 31, 2022

    7,842,185     $ 78,000     $ 2,871,000     $ (1,710,000 )   $ 1,239,000     $ 217,000     $ 1,456,000  

Issuance of common stock as compensation

    50,000       1,000       4,000               5,000               5,000  

Issuance of common stock pending certification

    1,392,739       14,000       67,000               81,000               81,000  

Current year movement from NCI to RE

                            136,000       136,000       (217,000 )     (81,000 )

Net loss for the year ended December 31,2023

    -       -       -       (816,000 )   $ (816,000 )   $ -       (816,000 )

Balance - December 31, 2023

    9,284,924     $ 93,000     $ 2,942,000     $ (2,390,000 )   $ 645,000     $ -     $ 645,000  

Issuance of common stock

    4,200,000       42,000       2,058,000               2,100,000               2,100,000  

Net loss for the six months ended June 30,2024

                            (747,000 )   $ (747,000 )   $ -       (747,000 )

Balance - June 30, 2024

    13,484,924     $ 135,000     $ 5,000,000     $ (3,137,000 )   $ 1,998,000     $ -     $ 1,998,000  

 

See accompanying notes to the consolidated financial statements

 

 

 

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(UNAUDITED)

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 
                 

Cash flows from operating activities:

               

Net loss

  $ (747,000 )   $ (638,000 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Amortization of operating lease right-of-use asset

    11,000       20,000  

Income from investments in unconsolidated entities, net

    (4,000 )     266,000  

Distributed earnings from unconsolidated entities

    -       23,000  

Changes in:

               

Income taxes payable

    (166,000 )     (1,000 )

Other current assets

    15,000       (12,000 )

Accounts payable and accrued expenses

    (11,000 )     (79,000 )

Operating lease right-of-use liability

    (10,000 )     (22,000 )
Advances to unconsolidated entities     (4,000 )     (305,000 )

Net cash used in operating activities

    (916,000 )     (748,000 )
                 

Cash flows from investing activities:

               

Repayments from loans to unconsolidated entities

    -       44,000  

Captial contributions to unconsolidated entities

    -       (57,000 )

Net cash provided by (used in) investing activities

    0       (13,000 )
                 

Cash flows from financing activities:

               

Sale of shares (not yet issued)

    545,000          

Issuance of common stock

    2,100,000       -  

Net cash provided by (used in) financing activities

    2,645,000       -  
                 

Net change in cash and cash equivalents

    1,729,000       (761,000 )

Cash and cash equivalents - beginning of period

    466,000       1,537,000  

Cash and cash equivalents - end of period

  $ 2,195,000     $ 776,000  

 

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

 

 

U.S. NEUROSURGICAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

Note A - Basis of Preparation

 

The accompanying Condensed Consolidated Financial Statements of U.S. NeuroSurgical Holdings, Inc. and Subsidiaries (the “Company”) as of June 30, 2024, and 2023, are unaudited. However, in the opinion of the management, such statements include all adjustments necessary for a fair statement of the information presented therein. The Consolidated Balance Sheet at December 31, 2023, has been derived from the audited Consolidated Financial Statements at that date appearing in the Company's Annual Report on Form 10-K. All amounts are shown in nearest thousands in the Consolidated Financial Statements and accompanying notes therein.

 

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $747,000 and $638,000 during the six months ended June 30, 2024 and 2023, respectively.  As of June 30, 2024, the Company had an accumulated deficit in stockholders’ equity of $3,137,000, cash and cash equivalents of $2,195,000 and working capital of $1,265,000.  In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital.  Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2024.  However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans.  As noted above, during the six months ended June 30, 2024, the Company raised gross proceeds of $3.0 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024.  Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months.  However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

 

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

 

Consolidated results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. The only change to the Company’s equity in the six months ended June 30, 2024 and 2023 was net loss for the periods and issuance of common stock during the quarter ended June 30, 2024.

 

 

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

 

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

 

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000 , and up to $2,000,000 , at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum on April 15, 2024 and amended further on July 10, 2024 to increase the maximum pursuant to the private placement to $5,000,000. As of August 15, 2024 the Company raised an aggregate of $3,000,000.  As a result of these issuances, as of August 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock. 

 

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

 

The tables below present financial information associated with our leases.

 

 

Classification

 

June 30, 2024

   

June 30, 2023

 

Assets

                 

Long-term Operating lease assets

Operating lease right-of-use asset

  $ 74,000          

Total leased assets

    $ 73,000     $ -  
                   

Liabilities

                 

Current Operating lease liabilities

Operating lease right-of-use liability - current portion

  $ 28,000          
                   

Long-term Operating lease liabilities

Operating lease right-of-use liability - net of current portion

  $ 47,000          

Total lease liabilities

    $ 75,000     $ -  
                   

Lease Cost

                 

Operating lease cost

Selling, general and administrative

  $ 23,000     $ 10,000  

Net lease expense

    $ 23,000     $ 10,000  
                   
                   

Maturity of lease liabilities (as of June 30, 2024)

         

Operating lease

 

2024

            $ 13,000  

2025

              30,000  

2026

              31,000  

Total

            $ 74,000  

Less amount representing interest

            -  

Present value of lease liabilities

          $ 74,000  

Discount rate

              4.140 %

 

 

 

 

Note B The Southern California Regional Gamma Knife Center

 

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

 

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

 

At June 30, 2024, and December 31, 2023, the Company had no recorded investment of NeuroPartners LLC and CGK. For the six months ended June 30, 2024, and 2023, the Company’s equity in loss of NeuroPartners LLC and CGK was $no and $63,000, respectively, but was not recorded due to prior losses, resulting in no recorded investment at June 31, 2024 and December 31, 2023. At June 30, 2024, and December 31, 2023, amounts due from related parties was $1,000 and $0 respectively, all of which were written off.

 

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

 

NeuroPartners LLC and CGK Condensed Combined Income Statement Information 

 

    Six Months Ended  
    June 30,  
   

2024

   

2023

 
                 

Patient revenue

  $ -     $ 136,000  
                 

Net loss

  $ -     $ (75,000 )
                 

USNC's equity in (loss) earnings of NeuroPartners LLC and CGK

  $ -     $ (63,000 )

 

NeuroPartners LLC and CGK Condensed Combined Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ -     $ 363,000  
                 

Noncurrent assets

    -       -  
                 

Total assets

  $ -     $ 363,000  
                 

Current liabilities

  $ -     $ 653,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    -       (290,000 )
                 

Total liabilities and equity

  $ -     $ 363,000  

 

 

 

Note C Boca Oncology Partners

 

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

 

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

 

During the years ended December 31, 2018, and 2017, several investors relinquished part of their ownership interest in BOPRE, and those interests were distributed among the remaining investors in relationship to their percentages owned. During 2021 and 2022, additional members relinquished their ownership to USNC. As a result, the Company now holds a 23.10% ownership interest in BOPRE, which it accounts for under the equity method.

 

In June 2024, the Company offered its interest in BOPRE for sale to the remaining members at its fair market value, which will be determined pursuant to the shareholders agreement. The Company’s recorded investment in BOPRE is $193,000 and $189,000 at each of June 30, 2024, and December 31, 2023, respectively

 

The following tables present the summarized financial information of BOPRE:

 

BOPRE Condensed Income Statement Information

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 
                 

Rental Income

  $ -     $ -  
                 

Net income

  $ 17,000     $ 18,000  
                 

USNC's equity in earnings of BOPRE

  $ 4,000     $ 4,000  

 

BOPRE Condensed Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 45,000     $ 27,000  
                 

Noncurrent assets

    789,000       792,000  
                 

Total assets

  $ 834,000     $ 819,000  
                 

Current liabilities

          $ 2,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    834,000       817,000  
                 

Total liabilities and equity

  $ 834,000     $ 819,000  

 

 

 

Note D - Medical Oncology Partners

 

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

 

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

 

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

 

 

Note E- CB Oncology Partners

 

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

 

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

 

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

 

Amounts due from CBOP at June 30, 2024 and December 31, 2023, total $809,000 of outstanding principal, less $290,000 of allowances, for a net receivable of $519,000. The Company records increases in the allowance, when applicable, as a component of loss from investments in unconsolidated. For the six months ended June 30, 2024 and 2023, the Company’s equity in loss of CBOP was $230,000 and $173,000, respectively, but was not recorded due to prior losses.

 

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

 

 

The following table presents the summarized financial information of CBOP:

 

CBOP Condensed Income Statement Information

 

   

Six Months Ended

 
   

2024

   

2023

 
                 

Patient revenue

  $ 584,000     $ 761,000  
                 

Net (loss) income

  $ (761,000 )   $ (607,000 )
                 

USNC's equity in (loss) income of CBOP

  $ (230,000 )   $ (173,000 )

 

CBOP Condensed Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 262,000     $ 116,000  
                 

Noncurrent assets

    2,084,000       2,381,000  
                 

Total assets

  $ 2,346,000     $ 2,497,000  
                 

Current liabilities

  $ 4,048,000     $ 4,150,000  
                 

Noncurrent liabilities

    3,594,000       2,882,000  
                 

Deficit

    (5,296,000 )     (4,535,000 )
                 

Total liabilities and deficit

  $ 2,346,000     $ 2,497,000  

  

 

 

Note F Elite Health

 

Several of the Company’s businesses have been sold or wound down, and the Company has been actively exploring opportunities to expand to other businesses that could benefit its current operations and relationships.  Effective October 1, 2021, the Company’s wholly-owned subsidiary, U.S. NeuroSurgical, Inc. (“USN”), acquired all of the outstanding shares of capital stock of Elite Health Plan, Inc., a California corporation (“Elite Health”) and, in exchange therefor, the former holders of Elite Health were issued newly-issued shares of USN, which following the transaction represent 15% of the outstanding shares of USN. Effective November 27, 2023, the Company entered into a Share Exchange Agreement with the holders of these minority interests in USN, which resulted in making USN a wholly-owned subsidiary of the Company and the former minority holders of USN 15% owners of the Company immediately following the exchange. As a result of the November 27, 2023, transaction, 1,392,739 shares of the Company’s Common Stock were issued, but pending certification, bringing the total outstanding to 9,284,924 shares as of that date. Since that date, the Company raised an additional $3,000,000 through the private sale of 6,000,000 shares, 1,800,000 of which have yet to be issued, bringing the total outstanding to 13,464,924 shares as of June 30, 2024.

 

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

 

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

 

 

Note G Income Taxes

 

The Company’s income tax rate, which includes federal and state income taxes, was 0%, for each of the three months ended June 30, 2024, and 2023, respectively.

 

 

 

Note H Subsequent Events

 

Effective July 10, 2024, Mr. Charles H. Merriman resigned from his position as a member of the Board and from all of its committees. Mr. Merriman’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.

 

On July 10, 2024, Mr. Alan Gold resigned from his positions as President of the Company, effective immediately. Mr. Gold continues to serve as a member of the Board, but as of the effective date no longer serves as the Chairman of the Board.

 

Also on July 10, 2024, the Board unanimously appointed Dr. Prasad A. Jeereddi, age 76, Chief Executive Officer of the Company and also appointed Dr. Jeereddi as a non-executive director and Chairman of the Company’s Board, effective immediately. As disclosed in the Company’s Form 10-K for its fiscal year ended December 31, 2023, Dr. Jeereddi has been a key participant in the development of the business of the Company’s Elite Health Plan, Inc. subsidiary and is also the beneficial owner of approximately 1.5 million shares of the Company’s Common Stock.

 

Dr. Jeereddi, affiliated with Pomona Valley Hospital Medical Center and San Antonio Regional Hospital, is a doctor of internal medicine and endocrinology and has been in private practice since 1978. Since 1991, Dr. Jeereddi has served as the President and Medical Director of Chaparral Medical Group, Inc., a leading primary and multi-specialty care provider in California. Dr. Jeereddi also serves as the President of ProMed Healthcare Administrators, a California-based limited Knox-Keene licensed Health Care Service Plan. In addition to his roles at Chaparral and ProMed, Dr. Jeereddi serves as an executive and/or director of a number of medical care and related services providers. Dr. Jeereddi serves as a trustee of the California University of Science and Medicine in San Bernardino, CA. Dr. Jeereddi is a graduate of Sri Venkateswara Medical College.

 

There are no arrangements or understandings between Dr. Jeereddi and any other person pursuant to which he was appointed as a director. There are also no family relationships between Dr. Jeereddi and any director or executive officer of the Company and Dr. Jeereddi has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

 

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

 

Critical Accounting Policies

 

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

 

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

 

Recent events

 

None

 

Results of Operations

 

Three Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

 

Selling, general and administrative expense of $437,000 for the second quarter of 2024 was 81% higher than the $242,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

 

During the three months ended June 30, 2024, the Company recognized $2,000 gain from its investment in unconsolidated entities compared to a loss of $269,000 during the same period in 2023.

 

During the three months ended June 30, 2024 and 2023, the Company recorded no income tax benefit or provision.

 

For the three months ended June 30, 2024, the Company reported a net loss of $435,000 as compared to $511,000 for the same period a year earlier. The net loss was primarily due to investment in Elite prior to generation of any revenue.

 

Six Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

 

Selling, general and administrative expense of $913,000 for the first six months of 2024 was 146% higher than the $371,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

 

 

During the six months ended June 30, 2024, the Company recognized $4,000 gain from its investment in unconsolidated entities compared to a loss of $267,000 during the same period in 2023.

 

During the six months ended June 30, 2024, and 2023, the Company recorded no income tax benefit or provision.

 

For the six months ended June 30, 2024, the Company reported a net loss of $747,000 as compared to $638,000 for the same period a year earlier. The net loss was primarily due to the lack of revenue.

 

Liquidity and Capital Resources

 

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

 

Net cash used in operating activities for the six months ended June 30, 2024, was $916,000 as compared to $433,000 for the same period a year earlier. This change is primarily due to the Company using cash to invest in the Elite business. During the six months ended June 30, 2024, the Company received no distributed earnings from unconsolidated entities as compared to $23,000 in the first six months of 2023.

 

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum on April 15, 2024 and amended further on July 10, 2024 to increase the maximum pursuant to the private placement to $5,000,000. As of August 15, 2024 the Company raised an aggregate of $3,000,000.  As a result of these issuances, as of August 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock. 

 

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

 

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

 

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $747,000 and $638,000 during the six months ended June 30, 2024, and 2023, respectively.  As of June 30, 2024, the Company had an accumulated deficit in stockholders’ equity of $3,137,000, cash and cash equivalents of $2,195,000 and working capital of $1,265,000.  In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital.  Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2024.  However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans.  As noted above, during the six months ended June 30, 2024, the Company raised gross proceeds of $3 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024.  Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months.  However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

 

 

Risk Factors

 

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The factors listed under the caption “Risk Factors” in Annual Report on our Form 10-K for the fiscal year ended December 31, 2020, have affected or could affect our actual results and could cause such results to differ materially from those expressed in any forward-looking statements made by us. Investors should carefully consider these risks and speculative factors inherent in and affecting our business and an investment in our common stock.

 

Disclosure Regarding Forward Looking Statements

 

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

 

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

 

 

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

 

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

 

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

 

Our financial condition and liquidity;

 

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

 

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

 

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

 

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

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

Internal Control over Financial Reporting

 

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

 

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

 

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

 

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

 

 

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

 

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2024. A material weakness is a control deficiency, or a combination of control deficiencies in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the assessment described above, management identified the following material weakness as of June 30, 2024: The Company did not maintain sufficient qualified personnel with the appropriate level of knowledge, experience and training in the application of accounting principles generally accepted in the United States of America and in internal controls over financial reporting commensurate with its financial reporting requirements. Specifically, effective controls were not designed and in place to ensure that the Company maintained, or had access to, appropriate resources with adequate experience and expertise in the area of financial reporting for transactions such as investments in unconsolidated entities, related party receivables, impairments, lease accounting, accounting for business combinations, income taxes, and to properly assess the application of new accounting pronouncements. The Company is in the process of developing efficient approaches to remediate this material weakness. To do this in a cost-effective manner, considering the current extent of the Company’s operations, management is making arrangements with consultants and advisors to assist on an as-needed basis.

 

Changes in Internal Control over Financial Reporting

 

While there have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2024, management is in the process of developing plans to remediate the material weakness identified above.

 

 

PART II OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

None

 

 

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

 

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum on April 15, 2024 and amended further on July 10, 2024 to increase the maximum pursuant to the private placement to $5,000,000. As of August 15, 2024 the Company raised an aggregate of $3,000,000.  As a result of these issuances, as of August 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock. 

 

 

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

 

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

 

Item 3. Defaults Upon Senior Securities

 

Not applicable.

 

 

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

 

Not applicable.

 

 

 

Item 5. Other Information

 

Not applicable.

 

 

Item 6. Exhibits

 

31.1

Certification of President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

   

32.1

Certification of President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

   

101

Interactive Data Files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 in iXBRL (Inline eXtensible Business Reporting Language). Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

   
104 The Cover Page Interactive Data File, formatted in Inline XBRL (included within the Exhibit 101 attachments)

 

 

SIGNATURES

 

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

 

 

U.S. NeuroSurgical Holdings, Inc.

 

  (Registrant)  

 

 

 

 

 

 

 

 

Date: August 09, 2024

By:

/s/ Prasad Jeereddi

 

 

 

Prasad Jeereddi

 

    Director, President and  
    Chief Executive Officer  
    and  
    Principal Financial Officer  
    of the Registrant  

 

 

 

21

EXHIBIT 31.1

 

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER)

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Prasad Jeereddi, certify that:

 

1.

I have reviewed this Report on Form 10-Q of U.S. NeuroSurgical Holdings, Inc.;

 

2.

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;

 

3.

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;

 

4.

I am 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:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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

 

d)

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;

 

5.

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

 

a)

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

 

b)

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: August 09, 2024 /s/ Prasad Jeereddi
  Prasad Jeereddi
  President & Chairman of
  the Board
  (Principal Executive Officer
  and Principal Financial
  Officer)

                           

 

 

EXHIBIT 32.1

 

Certificate pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

 

 

In connection with the Quarterly Report of U.S. NeuroSurgical Holdings, Inc. on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Prasad Jeereddi, President and Chief Executive Officer of U.S. NeuroSurgical Holdings, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of U.S. NeuroSurgical Holdings, Inc.

 

 

 

 

/s/ Prasad Jeereddi

Prasad Jeereddi

President and Chief Executive Officer

(Principal Executive Officer

and Principal Financial

Officer)

 

Date: August 09, 2024         

 

 
v3.24.2.u1
Document And Entity Information
6 Months Ended
Jun. 30, 2024
shares
Document Information [Line Items]  
Document Type 10-Q
Document Quarterly Report true
Document Period End Date Jun. 30, 2024
Document Transition Report false
Entity File Number 0-15586
Entity Registrant Name U.S. NeuroSurgical Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 47-5370333
Entity Address, Address Line One 1131 W 6th Street
Entity Address, City or Town Ontario
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91672
City Area Code 949
Local Phone Number 249-1170
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 (in shares) 13,484,924
Entity Central Index Key 0001089815
Current Fiscal Year End Date --12-31
Document Fiscal Year Focus 2024
Document Fiscal Period Focus Q2
Amendment Flag false
v3.24.2.u1
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 2,195,000 $ 466,000
Other current assets 46,000 61,000
Total current assets 2,241,000 527,000
Other assets:    
Due from related parties 524,000 520,000
Investments in unconsolidated entities 193,000 189,000
Total other assets 717,000 709,000
Property and equipment:    
Operating lease right-of-use asset 74,000 85,000
Total property and equipment 74,000 85,000
TOTAL ASSETS 3,032,000 1,321,000
Current liabilities:    
Operating lease right-of-use liability - current portion 28,000 27,000
Accounts payable and accrued expenses 48,000 59,000
Income taxes payable 0 166,000
Share application money pending allotment 900,000 355,000
Total current liabilities 976,000 607,000
Operating lease right-of-use liability - net of current portion 47,000 58,000
Guarantee liability 11,000 11,000
Total liabilities 1,034,000 676,000
EQUITY    
Common stock - par value $0.01; 25,000,000 shares authorized; 9,284,924 shares issued and outstanding at March 31, 2024 and December 31, 2023. 135,000 93,000
Additional paid-in capital 5,000,000 2,942,000
Accumulated deficit (3,137,000) (2,390,000)
Total stockholders’ equity 1,998,000 645,000
TOTAL LIABILITIES AND EQUITY $ 3,032,000 $ 1,321,000
v3.24.2.u1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Common Stock, Shares Authorized (in shares) 25,000,000 25,000,000
Common Stock, Shares, Issued (in shares) 13,484,924 9,284,924
Common Stock, Shares, Outstanding (in shares) 13,484,924 9,284,924
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 0 $ 0 $ 0 $ 0
Costs and expenses:        
Selling, general and administrative 437,000 242,000 913,000 371,000
Total 437,000 242,000 913,000 371,000
Operating loss (437,000) (242,000) (913,000) (371,000)
Total other (expense) income        
Interest expense 0 0 (1,000)  
Income (loss) from investments in unconsolidated entities, net 2,000 (269,000) 4,000 (267,000)
Total other (expense) 2,000 (269,000) 3,000 (267,000)
Loss before income taxes (435,000) (511,000) (910,000) (638,000)
Reversal of provision for income taxes   0 163,000  
Net loss (435,000) (511,000) (747,000) (638,000)
Net loss attributable to noncontrolling interests 0 77,000 0 96,000
Net loss attributable to U.S. Neurosurgical Holdings, Inc. $ (435,000) $ (434,000) $ (747,000) $ (542,000)
Basic and diluted net loss per share attributable to U.S. NeuroSurgical Holdings, Inc. (in dollars per share) $ (0.03) $ (0.05) $ (0.06) $ (0.07)
Weighted average common shares outstanding, basic and diluted (in shares) 13,484,924 7,892,185 12,692,067 7,892,185
v3.24.2.u1
Consolidated Statements of Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Parent [Member]
Noncontrolling Interest [Member]
Total
Balance (in shares) at Dec. 31, 2022 7,842,185          
Balance at Dec. 31, 2022 $ 78,000 $ 2,871,000 $ (1,710,000) $ 1,239,000 $ 217,000 $ 1,456,000
Issuance of common stock as compensation (in shares) 50,000          
Issuance of common stock as compensation $ 1,000 4,000 5,000 5,000    
Issuance of common stock pending certification (in shares) 1,392,739          
Issuance of common stock pending certification $ 14,000 67,000 81,000 81,000    
Current year movement from NCI to RE 136,000 (217,000) (81,000)      
Net loss $ 0 0 (816,000) (816,000) 0 (816,000)
Balance (in shares) at Dec. 31, 2023 9,284,924          
Balance at Dec. 31, 2023 $ 93,000 2,942,000 (2,390,000) 645,000 0 645,000
Net loss       (747,000) 0 (747,000)
Issuance of common stock (in shares) 4,200,000          
Issuance of common stock $ 42,000 2,058,000   2,100,000   $ 2,100,000
Balance (in shares) at Jun. 30, 2024 13,484,924         13,464,924
Balance at Jun. 30, 2024 $ 135,000 $ 5,000,000 $ (3,137,000) $ 1,998,000 $ 0 $ 1,998,000
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:            
Net loss $ (435,000) $ (511,000) $ (747,000) $ (638,000) $ (816,000) $ (1,572,000)
Adjustments to reconcile net loss to net cash used in operating activities:            
Amortization of operating lease right-of-use asset     11,000 20,000    
Income from investments in unconsolidated entities, net     (4,000) 266,000    
Distributed earnings from unconsolidated entities     0 23,000    
Changes in:            
Income taxes payable     (166,000) (1,000)    
Other current assets     15,000 (12,000)    
Accounts payable and accrued expenses     (11,000) (79,000)    
Operating lease right-of-use liability     (10,000) (22,000)    
Advances to unconsolidated entities     (4,000) (305,000)    
Net cash used in operating activities     (916,000) (748,000)    
Cash flows from investing activities            
Repayments from loans to unconsolidated entities     (0) (44,000)    
Captial contributions to unconsolidated entities     0 (57,000)    
Net cash provided by (used in) investing activities     0 (13,000)    
Cash flows from financing activities:            
Sale of Shares (not yet issued)     545,000      
Issuance of common stock     2,100,000 0    
Net cash provided by (used in) financing activities     2,645,000 0    
Net change in cash and cash equivalents     1,729,000 (761,000)    
Cash and cash equivalents - beginning of period     466,000 1,537,000 1,537,000  
Cash and cash equivalents - end of period $ 2,195,000 $ 776,000 $ 2,195,000 $ 776,000 $ 466,000 $ 1,537,000
v3.24.2.u1
Note A - Basis of Preparation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Basis of Accounting [Text Block]

Note A - Basis of Preparation

 

The accompanying Condensed Consolidated Financial Statements of U.S. NeuroSurgical Holdings, Inc. and Subsidiaries (the “Company”) as of June 30, 2024, and 2023, are unaudited. However, in the opinion of the management, such statements include all adjustments necessary for a fair statement of the information presented therein. The Consolidated Balance Sheet at December 31, 2023, has been derived from the audited Consolidated Financial Statements at that date appearing in the Company's Annual Report on Form 10-K. All amounts are shown in nearest thousands in the Consolidated Financial Statements and accompanying notes therein.

 

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $747,000 and $638,000 during the six months ended June 30, 2024 and 2023, respectively.  As of June 30, 2024, the Company had an accumulated deficit in stockholders’ equity of $3,137,000, cash and cash equivalents of $2,195,000 and working capital of $1,265,000.  In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital.  Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2024.  However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans.  As noted above, during the six months ended June 30, 2024, the Company raised gross proceeds of $3.0 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024.  Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months.  However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

 

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

 

Consolidated results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. The only change to the Company’s equity in the six months ended June 30, 2024 and 2023 was net loss for the periods and issuance of common stock during the quarter ended June 30, 2024.

 

 

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

 

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

 

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000 , and up to $2,000,000 , at a price of $0.50 per share.  Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum on April 15, 2024 and amended further on July 10, 2024 to increase the maximum pursuant to the private placement to $5,000,000. As of August 15, 2024 the Company raised an aggregate of $3,000,000.  As a result of these issuances, as of August 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock. 

 

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

 

The tables below present financial information associated with our leases.

 

 

Classification

 

June 30, 2024

   

June 30, 2023

 

Assets

                 

Long-term Operating lease assets

Operating lease right-of-use asset

  $ 74,000          

Total leased assets

    $ 73,000     $ -  
                   

Liabilities

                 

Current Operating lease liabilities

Operating lease right-of-use liability - current portion

  $ 28,000          
                   

Long-term Operating lease liabilities

Operating lease right-of-use liability - net of current portion

  $ 47,000          

Total lease liabilities

    $ 75,000     $ -  
                   

Lease Cost

                 

Operating lease cost

Selling, general and administrative

  $ 23,000     $ 10,000  

Net lease expense

    $ 23,000     $ 10,000  
                   
                   

Maturity of lease liabilities (as of June 30, 2024)

         

Operating lease

 

2024

            $ 13,000  

2025

              30,000  

2026

              31,000  

Total

            $ 74,000  

Less amount representing interest

            -  

Present value of lease liabilities

          $ 74,000  

Discount rate

              4.140 %

 

 

 

v3.24.2.u1
Note B - The Southern California Regional Gamma Knife Center
6 Months Ended
Jun. 30, 2024
NeuroPartners LLC and Corona Gamma Knife, LLC (“CGK”) [Member]  
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note B The Southern California Regional Gamma Knife Center

 

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

 

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

 

At June 30, 2024, and December 31, 2023, the Company had no recorded investment of NeuroPartners LLC and CGK. For the six months ended June 30, 2024, and 2023, the Company’s equity in loss of NeuroPartners LLC and CGK was $no and $63,000, respectively, but was not recorded due to prior losses, resulting in no recorded investment at June 31, 2024 and December 31, 2023. At June 30, 2024, and December 31, 2023, amounts due from related parties was $1,000 and $0 respectively, all of which were written off.

 

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

 

NeuroPartners LLC and CGK Condensed Combined Income Statement Information 

 

    Six Months Ended  
    June 30,  
   

2024

   

2023

 
                 

Patient revenue

  $ -     $ 136,000  
                 

Net loss

  $ -     $ (75,000 )
                 

USNC's equity in (loss) earnings of NeuroPartners LLC and CGK

  $ -     $ (63,000 )

 

NeuroPartners LLC and CGK Condensed Combined Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ -     $ 363,000  
                 

Noncurrent assets

    -       -  
                 

Total assets

  $ -     $ 363,000  
                 

Current liabilities

  $ -     $ 653,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    -       (290,000 )
                 

Total liabilities and equity

  $ -     $ 363,000  

 

 

v3.24.2.u1
Note C - Boca Oncology Partners
6 Months Ended
Jun. 30, 2024
Boca Oncology Partners, LLC (“BOP”) [Member]  
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note C Boca Oncology Partners

 

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

 

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

 

During the years ended December 31, 2018, and 2017, several investors relinquished part of their ownership interest in BOPRE, and those interests were distributed among the remaining investors in relationship to their percentages owned. During 2021 and 2022, additional members relinquished their ownership to USNC. As a result, the Company now holds a 23.10% ownership interest in BOPRE, which it accounts for under the equity method.

 

In June 2024, the Company offered its interest in BOPRE for sale to the remaining members at its fair market value, which will be determined pursuant to the shareholders agreement. The Company’s recorded investment in BOPRE is $193,000 and $189,000 at each of June 30, 2024, and December 31, 2023, respectively

 

The following tables present the summarized financial information of BOPRE:

 

BOPRE Condensed Income Statement Information

 

   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 
                 

Rental Income

  $ -     $ -  
                 

Net income

  $ 17,000     $ 18,000  
                 

USNC's equity in earnings of BOPRE

  $ 4,000     $ 4,000  

 

BOPRE Condensed Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 45,000     $ 27,000  
                 

Noncurrent assets

    789,000       792,000  
                 

Total assets

  $ 834,000     $ 819,000  
                 

Current liabilities

          $ 2,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    834,000       817,000  
                 

Total liabilities and equity

  $ 834,000     $ 819,000  

 

 

v3.24.2.u1
Note D - Medical Oncology Partners
6 Months Ended
Jun. 30, 2024
Medical Oncology Partners [Member]  
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note D - Medical Oncology Partners

 

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

 

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

 

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

 

v3.24.2.u1
Note E - CB Oncology Partners
6 Months Ended
Jun. 30, 2024
CB Oncology Partners ("CBOP") [Member]  
Notes to Financial Statements  
Equity Method Investments and Joint Ventures Disclosure [Text Block]

Note E- CB Oncology Partners

 

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

 

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

 

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

 

Amounts due from CBOP at June 30, 2024 and December 31, 2023, total $809,000 of outstanding principal, less $290,000 of allowances, for a net receivable of $519,000. The Company records increases in the allowance, when applicable, as a component of loss from investments in unconsolidated. For the six months ended June 30, 2024 and 2023, the Company’s equity in loss of CBOP was $230,000 and $173,000, respectively, but was not recorded due to prior losses.

 

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

 

 

The following table presents the summarized financial information of CBOP:

 

CBOP Condensed Income Statement Information

 

   

Six Months Ended

 
   

2024

   

2023

 
                 

Patient revenue

  $ 584,000     $ 761,000  
                 

Net (loss) income

  $ (761,000 )   $ (607,000 )
                 

USNC's equity in (loss) income of CBOP

  $ (230,000 )   $ (173,000 )

 

CBOP Condensed Balance Sheet Information

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 262,000     $ 116,000  
                 

Noncurrent assets

    2,084,000       2,381,000  
                 

Total assets

  $ 2,346,000     $ 2,497,000  
                 

Current liabilities

  $ 4,048,000     $ 4,150,000  
                 

Noncurrent liabilities

    3,594,000       2,882,000  
                 

Deficit

    (5,296,000 )     (4,535,000 )
                 

Total liabilities and deficit

  $ 2,346,000     $ 2,497,000  

  

 

v3.24.2.u1
Note F - Elite Health
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

Note F Elite Health

 

Several of the Company’s businesses have been sold or wound down, and the Company has been actively exploring opportunities to expand to other businesses that could benefit its current operations and relationships.  Effective October 1, 2021, the Company’s wholly-owned subsidiary, U.S. NeuroSurgical, Inc. (“USN”), acquired all of the outstanding shares of capital stock of Elite Health Plan, Inc., a California corporation (“Elite Health”) and, in exchange therefor, the former holders of Elite Health were issued newly-issued shares of USN, which following the transaction represent 15% of the outstanding shares of USN. Effective November 27, 2023, the Company entered into a Share Exchange Agreement with the holders of these minority interests in USN, which resulted in making USN a wholly-owned subsidiary of the Company and the former minority holders of USN 15% owners of the Company immediately following the exchange. As a result of the November 27, 2023, transaction, 1,392,739 shares of the Company’s Common Stock were issued, but pending certification, bringing the total outstanding to 9,284,924 shares as of that date. Since that date, the Company raised an additional $3,000,000 through the private sale of 6,000,000 shares, 1,800,000 of which have yet to be issued, bringing the total outstanding to 13,464,924 shares as of June 30, 2024.

 

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

 

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

 

v3.24.2.u1
Note G - Income Taxes
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note G Income Taxes

 

The Company’s income tax rate, which includes federal and state income taxes, was 0%, for each of the three months ended June 30, 2024, and 2023, respectively.

 

 

v3.24.2.u1
Note H - Subsequent Events
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note H Subsequent Events

 

Effective July 10, 2024, Mr. Charles H. Merriman resigned from his position as a member of the Board and from all of its committees. Mr. Merriman’s resignation was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.

 

On July 10, 2024, Mr. Alan Gold resigned from his positions as President of the Company, effective immediately. Mr. Gold continues to serve as a member of the Board, but as of the effective date no longer serves as the Chairman of the Board.

 

Also on July 10, 2024, the Board unanimously appointed Dr. Prasad A. Jeereddi, age 76, Chief Executive Officer of the Company and also appointed Dr. Jeereddi as a non-executive director and Chairman of the Company’s Board, effective immediately. As disclosed in the Company’s Form 10-K for its fiscal year ended December 31, 2023, Dr. Jeereddi has been a key participant in the development of the business of the Company’s Elite Health Plan, Inc. subsidiary and is also the beneficial owner of approximately 1.5 million shares of the Company’s Common Stock.

 

Dr. Jeereddi, affiliated with Pomona Valley Hospital Medical Center and San Antonio Regional Hospital, is a doctor of internal medicine and endocrinology and has been in private practice since 1978. Since 1991, Dr. Jeereddi has served as the President and Medical Director of Chaparral Medical Group, Inc., a leading primary and multi-specialty care provider in California. Dr. Jeereddi also serves as the President of ProMed Healthcare Administrators, a California-based limited Knox-Keene licensed Health Care Service Plan. In addition to his roles at Chaparral and ProMed, Dr. Jeereddi serves as an executive and/or director of a number of medical care and related services providers. Dr. Jeereddi serves as a trustee of the California University of Science and Medicine in San Bernardino, CA. Dr. Jeereddi is a graduate of Sri Venkateswara Medical College.

 

There are no arrangements or understandings between Dr. Jeereddi and any other person pursuant to which he was appointed as a director. There are also no family relationships between Dr. Jeereddi and any director or executive officer of the Company and Dr. Jeereddi has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5. Other Information

 

Not applicable.

 

Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Note A - Basis of Preparation (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Assets and Liabilities, Lessee [Table Text Block]
 

Classification

 

June 30, 2024

   

June 30, 2023

 

Assets

                 

Long-term Operating lease assets

Operating lease right-of-use asset

  $ 74,000          

Total leased assets

    $ 73,000     $ -  
                   

Liabilities

                 

Current Operating lease liabilities

Operating lease right-of-use liability - current portion

  $ 28,000          
                   

Long-term Operating lease liabilities

Operating lease right-of-use liability - net of current portion

  $ 47,000          

Total lease liabilities

    $ 75,000     $ -  
                   

Lease Cost

                 

Operating lease cost

Selling, general and administrative

  $ 23,000     $ 10,000  

Net lease expense

    $ 23,000     $ 10,000  
                   
                   

Maturity of lease liabilities (as of June 30, 2024)

         

Operating lease

 

2024

            $ 13,000  

2025

              30,000  

2026

              31,000  

Total

            $ 74,000  

Less amount representing interest

            -  

Present value of lease liabilities

          $ 74,000  

Discount rate

              4.140 %
v3.24.2.u1
Note B - The Southern California Regional Gamma Knife Center (Tables)
6 Months Ended
Jun. 30, 2024
NeuroPartners LLC and Corona Gamma Knife, LLC (“CGK”) [Member]  
Notes Tables  
Equity Method Investments [Table Text Block]
    Six Months Ended  
    June 30,  
   

2024

   

2023

 
                 

Patient revenue

  $ -     $ 136,000  
                 

Net loss

  $ -     $ (75,000 )
                 

USNC's equity in (loss) earnings of NeuroPartners LLC and CGK

  $ -     $ (63,000 )
   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ -     $ 363,000  
                 

Noncurrent assets

    -       -  
                 

Total assets

  $ -     $ 363,000  
                 

Current liabilities

  $ -     $ 653,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    -       (290,000 )
                 

Total liabilities and equity

  $ -     $ 363,000  
v3.24.2.u1
Note C - Boca Oncology Partners (Tables)
6 Months Ended
Jun. 30, 2024
BOPRE [Member]  
Notes Tables  
Equity Method Investments [Table Text Block]
   

Six Months Ended

 
   

June 30,

 
   

2024

   

2023

 
                 

Rental Income

  $ -     $ -  
                 

Net income

  $ 17,000     $ 18,000  
                 

USNC's equity in earnings of BOPRE

  $ 4,000     $ 4,000  
   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 45,000     $ 27,000  
                 

Noncurrent assets

    789,000       792,000  
                 

Total assets

  $ 834,000     $ 819,000  
                 

Current liabilities

          $ 2,000  
                 

Noncurrent liabilities

    -       -  
                 

Equity

    834,000       817,000  
                 

Total liabilities and equity

  $ 834,000     $ 819,000  
v3.24.2.u1
Note E - CB Oncology Partners (Tables)
6 Months Ended
Jun. 30, 2024
CB Oncology Partners ("CBOP") [Member]  
Notes Tables  
Equity Method Investments [Table Text Block]
   

Six Months Ended

 
   

2024

   

2023

 
                 

Patient revenue

  $ 584,000     $ 761,000  
                 

Net (loss) income

  $ (761,000 )   $ (607,000 )
                 

USNC's equity in (loss) income of CBOP

  $ (230,000 )   $ (173,000 )
   

June 30,

   

December 31,

 
   

2024

   

2023

 
                 

Current assets

  $ 262,000     $ 116,000  
                 

Noncurrent assets

    2,084,000       2,381,000  
                 

Total assets

  $ 2,346,000     $ 2,497,000  
                 

Current liabilities

  $ 4,048,000     $ 4,150,000  
                 

Noncurrent liabilities

    3,594,000       2,882,000  
                 

Deficit

    (5,296,000 )     (4,535,000 )
                 

Total liabilities and deficit

  $ 2,346,000     $ 2,497,000  
v3.24.2.u1
Note A - Basis of Preparation (Details Textual) - USD ($)
3 Months Ended 6 Months Ended 7 Months Ended 12 Months Ended
Aug. 15, 2024
Jul. 10, 2024
Apr. 15, 2024
Jan. 16, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Nov. 27, 2023
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest         $ (435,000) $ (511,000) $ (747,000) $ (638,000)   $ (816,000) $ (1,572,000)  
Retained Earnings (Accumulated Deficit)         (3,137,000)   (3,137,000)   $ (3,137,000) (2,390,000)    
Cash and Cash Equivalents, at Carrying Value         2,195,000   2,195,000   2,195,000 $ 466,000    
Working Capital (Deficit)         $ 1,265,000   1,265,000   $ 1,265,000      
Proceeds from Issuance of Private Placement             $ 3,000,000          
Shares, Outstanding         13,464,924   13,464,924   13,464,924     9,284,924
Subsequent Event [Member]                        
Shares, Outstanding 13,484,924                      
Private Placement [Member]                        
Proceeds from Issuance of Private Placement                 $ 3,000,000      
Equity Offering, Minimum Proceeds       $ 1,000,000                
Equity Offering, Maximum Proceeds     $ 3,000,000 $ 2,000,000                
Shares Issued, Price Per Share       $ 0.5                
Private Placement [Member] | Subsequent Event [Member]                        
Proceeds from Issuance of Private Placement $ 3,000,000                      
Equity Offering, Maximum Proceeds   $ 5,000,000                    
v3.24.2.u1
Note A - Basis of Preparation - Financial Information Associated With Leases (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Operating lease right-of-use asset $ 74,000   $ 85,000
Total leased assets   $ 0  
Operating lease right-of-use liability - current portion 28,000   27,000
Operating lease right-of-use liability - net of current portion 47,000   $ 58,000
Total lease liabilities 74,000 0  
Operating lease cost 23,000 10,000  
Net lease expense   10,000  
2024 13,000    
2025 30,000    
2026 31,000    
Total 74,000    
Less amount representing interest 0    
Present value of lease liabilities $ 74,000 $ 0  
Discount rate 4.14%    
v3.24.2.u1
Note B - The Southern California Regional Gamma Knife Center (Details Textual) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Feb. 29, 2024
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2007
Mar. 31, 2024
Dec. 31, 2023
Equity Method Investments   $ 193,000       $ 189,000
Income (Loss) from Equity Method Investments   $ 4,000 $ (266,000)      
Corona Gamma Knife, LLC (“CGK”) [Member]            
Equity Method Investment, Ownership Percentage   39.00%        
Accounts Receivable, after Allowance for Credit Loss         $ 1,000 0
Corona Gamma Knife, LLC (“CGK”) [Member] | Renovation of Southern California Regional Gamma Knife Center [Member]            
Agreement, Term       14 years    
Loans and Leases Receivable, Related Parties, Additions $ 1,000          
NeuroPartners LLC [Member]            
Equity Method Investment, Ownership Percentage   20.00%        
NeuroPartners LLC and Corona Gamma Knife, LLC (“CGK”) [Member]            
Equity Method Investments   $ 0       $ 0
Income (Loss) from Equity Method Investments   $ 0 $ (63,000)      
v3.24.2.u1
Note B - The Southern California Regional Gamma Knife Center - Financial Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Patient revenue $ 0 $ 0 $ 0 $ 0  
Current assets 2,241,000   2,241,000   $ 527,000
Net loss (435,000) $ (434,000) (747,000) (542,000)  
Income (Loss) from Equity Method Investments     4,000 (266,000)  
Total assets 3,032,000   3,032,000   1,321,000
Current liabilities 976,000   976,000   607,000
Equity 1,998,000   1,998,000   645,000
Total liabilities and equity 3,032,000   3,032,000   1,321,000
NeuroPartners LLC and Corona Gamma Knife, LLC (“CGK”) [Member]          
Income (Loss) from Equity Method Investments     0 (63,000)  
NeuroPartners LLC and Corona Gamma Knife, LLC (“CGK”) [Member]          
Patient revenue     0 136,000  
Current assets 0   0   363,000
Net loss     0 $ (75,000)  
Noncurrent assets 0   0   0
Total assets 0   0   363,000
Current liabilities 0   0   653,000
Noncurrent liabilities 0   0   0
Equity 0   0   (290,000)
Total liabilities and equity $ 0   $ 0   $ 363,000
v3.24.2.u1
Note C - Boca Oncology Partners (Details Textual)
1 Months Ended
Jun. 30, 2012
Jun. 30, 2011
USD ($)
Jun. 30, 2024
USD ($)
ft²
Mar. 31, 2024
ft²
Dec. 31, 2023
USD ($)
Equity Method Investments     $ 193,000   $ 189,000
Boca West IMP [Member] | Medical Office Building in West Boca, Florida [Member]          
Area of Real Estate Property | ft²       32,000  
Boca West IMP [Member] | BOPRE [Member]          
Equity Method Investment, Additional Ownership Percentage 3.75% 20.00%      
Equity Method Investment, Ownership Percentage 23.75%        
Boca Oncology Partners, LLC (“BOP”) [Member] | Medical Office Building in West Boca, Florida [Member]          
Area of Real Estate Property | ft²     6,000    
Boca Oncology Partners, LLC (“BOP”) and BOPRE [Member]          
Payments to Acquire Equity Method Investments   $ 32,000      
Equity Method Investment, Ownership Percentage   22.50%      
BOPRE [Member]          
Equity Method Investment, Ownership Percentage     23.10%    
Equity Method Investments     $ 193,000   $ 189,000
v3.24.2.u1
Note C - Boca Oncology Partners - Financial Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Patient revenue $ 0 $ 0 $ 0 $ 0  
Current assets 2,241,000   2,241,000   $ 527,000
Net loss (435,000) $ (434,000) (747,000) (542,000)  
Income (Loss) from Equity Method Investments     4,000 (266,000)  
Total assets 3,032,000   3,032,000   1,321,000
Current liabilities 976,000   976,000   607,000
Equity 1,998,000   1,998,000   645,000
Total liabilities and equity 3,032,000   3,032,000   1,321,000
BOPRE [Member]          
Income (Loss) from Equity Method Investments     4,000 4,000  
BOPRE [Member]          
Patient revenue     0 0  
Current assets 45,000   45,000   27,000
Net loss     17,000 $ 18,000  
Noncurrent assets 789,000   789,000   792,000
Total assets 834,000   834,000   819,000
Current liabilities         2,000
Noncurrent liabilities 0   0   0
Equity 834,000   834,000   817,000
Total liabilities and equity $ 834,000   $ 834,000   $ 819,000
v3.24.2.u1
Note D - Medical Oncology Partners (Details Textual) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2016
Dec. 22, 2016
Apr. 30, 2015
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2021
Equity Method Investments         $ 193,000   $ 189,000  
Income (Loss) from Equity Method Investments         $ 4,000 $ (266,000)    
Medical Oncology Partners (MOP) [Member]                
Payments for Advance to Affiliate             $ 47,000  
Dr. Jaime Lozano [Member] | Medical Oncology Partners (MOP) [Member]                
Payments to Acquire Equity Method Investments       $ 345,000        
Equity Method Investment, Ownership Percentage       76.67%        
Equity Method Investment, Additional Ownership Percentage     5.00%          
Other Investors [Member] | Medical Oncology Partners (MOP) [Member]                
Payments to Acquire Equity Method Investments       $ 105,000        
One Care Oncology Partners, LLC [Member] | Medical Oncology Partners (MOP) [Member]                
Proceeds from Sale of Productive Assets $ 2,060,000              
Medical Oncology Partners [Member] | UOMA [Member]                
Subsidiary, Ownership Percentage, Parent       100.00%        
USN Corona, Inc. (“USNC”) [Member] | Medical Oncology Partners (MOP) [Member]                
Equity Method Investment, Ownership Percentage     35.83%          
Equity Method Investments   $ 149,000 $ 161,000          
Income (Loss) from Equity Method Investments   $ (12,000)           $ 231,000
USN Corona, Inc. (“USNC”) [Member] | Dr. Jaime Lozano [Member]                
Payments for Advance to Affiliate       $ 173,000        
USN Corona, Inc. (“USNC”) [Member] | One Care Oncology Partners, LLC [Member] | Medical Oncology Partners (MOP) [Member]                
Proceeds from Sale of Productive Assets $ 1,300,000              
Medical Oncology Partners (MOP) [Member] | United Oncology Medical Associates of Florida, LLC (“UOMA”) [Member]                
Subsidiary, Ownership Percentage, Parent       100.00%        
Payments to Acquire Interest in Subsidiaries and Affiliates       $ 450,000        
v3.24.2.u1
Note E - CB Oncology Partners (Details Textual) - USD ($)
1 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2024
Jun. 30, 2023
Sep. 01, 2017
Income from investments in unconsolidated entities, net   $ (4,000) $ 266,000  
CB Oncology Partners ("CBOP") [Member]        
Equity Method Investment, Ownership Percentage 28.58%     24.00%
Capital Called From Partners $ 500,000      
Advances Converted into Equity 121,000      
Proceeds from Contributed Capital $ 212,000      
Financing Receivable, after Allowance for Credit Loss, Current   809,000    
Financing Receivable, Allowance for Credit Loss, Current   290,000    
Income from investments in unconsolidated entities, net   230,000 $ 173,000  
CB Oncology Partners ("CBOP") [Member] | Related Party [Member]        
Financing Receivable, Excluding Accrued Interest, after Allowance for Credit Loss, Noncurrent   $ 519,000    
v3.24.2.u1
Note E - CB Oncology Partners - Financial Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Patient revenue $ 0 $ 0 $ 0 $ 0  
Current assets 2,241,000   2,241,000   $ 527,000
Net loss (435,000) $ (434,000) (747,000) (542,000)  
Income (Loss) from Equity Method Investments     4,000 (266,000)  
Total assets 3,032,000   3,032,000   1,321,000
Current liabilities 976,000   976,000   607,000
Equity 1,998,000   1,998,000   645,000
Total liabilities and equity 3,032,000   3,032,000   1,321,000
CB Oncology Partners ("CBOP") [Member]          
Income (Loss) from Equity Method Investments     (230,000) (173,000)  
CB Oncology Partners ("CBOP") [Member]          
Patient revenue     584,000 761,000  
Current assets 262,000   262,000   116,000
Net loss     (761,000) $ (607,000)  
Noncurrent assets 2,084,000   2,084,000   2,381,000
Total assets 2,346,000   2,346,000   2,497,000
Current liabilities 4,048,000   4,048,000   4,150,000
Noncurrent liabilities 3,594,000   3,594,000   2,882,000
Equity (5,296,000)   (5,296,000)   (4,535,000)
Total liabilities and equity $ 2,346,000   $ 2,346,000   $ 2,497,000
v3.24.2.u1
Note F - Elite Health (Details Textual) - USD ($)
6 Months Ended 7 Months Ended
Nov. 27, 2023
Jun. 30, 2024
Jun. 30, 2024
Oct. 01, 2021
Shares, Outstanding 9,284,924 13,464,924 13,464,924  
Proceeds from Issuance of Private Placement   $ 3,000,000    
Private Placement [Member]        
Proceeds from Issuance of Private Placement     $ 3,000,000  
Sale of Stock, Number of Shares Issued in Transaction     6,000,000  
Sale of Stock, Number of Shares Pending Issuance From Transaction     1,800,000  
Elite Health Plan, Inc. [Member]        
Subsidiary, Ownership Percentage, Noncontrolling Owner 15.00%     15.00%
Stock Issued During Period, Shares, Pending Certification 1,392,739      
Elite Health Plan, Inc. [Member] | U.S. NeuroSurgical, Inc. (“USN”) [Member]        
Subsidiary, Ownership Percentage, Parent   100.00% 100.00%  
Elite Health Plan of Nevada, Inc [Member] | U.S. NeuroSurgical, Inc. (“USN”) [Member]        
Subsidiary, Ownership Percentage, Parent   100.00% 100.00%  
v3.24.2.u1
Note G - Income Taxes (Details Textual)
Pure in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Effective Income Tax Rate Reconciliation, Percent 0.00% 0.00%
v3.24.2.u1
Note H - Subsequent Events (Details Textual)
shares in Millions
Jul. 10, 2024
shares
Subsequent Event [Member] | Non-Executive Director and Chairman of the Board of Directors [Member]  
Investment Owned, Balance, Shares 1.5

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