UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2022~~2023

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

For the transition period from ___________ to ___________

Commission File Number 333-194337

MediXall Group, Inc.

(Exact name of registrant as specified in its charter)

Nevada	33-~~0964127~~0864127
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2929 East Commercial Blvd., Suite Ph-D Fort Lauderdale, Florida	33308
(Address of principal executive offices)	(Zip Code)

~~954-440-4678~~104 N 4th Street

Leesburg, Florida 34748

(Address of principal executive offices) (Zip Code)

800-381-1787

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☒ No ☐

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

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

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

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

If an emerging growth company, indicate by checkmark 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, ~~2022~~2024) based upon the closing sale price of the registrant’s common stock on the OTCPK that day was $4095,~~630,822~~853 as computed by reference to the price at which the common equity was last sold, which was $0.400006 on that date.

As of ~~August~~January 222, ~~2023~~2025, there were ~~130~~216,~~487~~670,~~491 shares~~067 shares of the registrant’s common stock outstanding.

Subsequent to December 31, 2023, the Company converted $4,363,458 of convertible debentures to common stock, of which $177,500 remain to be converted.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

TABLE OF CONTENTS

MediXall Group, Inc.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2022~~2023

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	20
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	RESERVED	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 9A.	Controls and Procedures	36
Item 9B.	Other Information	37
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	37
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	38
Item 11.	Executive Compensation	41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accountant Fees and Services	45
PART IV
Item 15.	Exhibits and Financial Statement Schedules	46
Item 16.	Form 10-K Summary.	47
SIGNATURES		48

TABLE OF CONTENTS


PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	23
Item 1C.	Cybersecurity	23
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	RESERVED	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A.	Controls and Procedures	32
Item 9B.	Other Information	33
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	33

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	34
Item 11.	Executive Compensation	39
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	40
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41
Item 14.	Principal Accountant Fees and Services	43

PART IV
Item 15.	Exhibits and Financial Statement Schedules	44
Item 16.	Form 10-K Summary.	45

SIGNATURES		46

OTHER PERTINENT INFORMATION

We maintain ~~our~~one ~~web~~website ~~site at www~~healthkarmagroup.~~gethealthkarma.~~com. Information on this ~~web~~website ~~site~~ is not a part of this ~~Annual~~report ~~Report on Form 10-K~~ and is not incorporated herein by reference.

Unless specifically set forth to the contrary, when used in this Annual Report on Form 10-K the terms “MediXall", the "Company," "we", "us", "our" and similar terms refer to MediXall Group, Inc., a Nevada corporation, and its subsidiaries. The Company has the following wholly- owned subsidiaries: (1) ~~IHL~~Health ~~of Florida~~Karma, Inc., which iswas ~~dormant,~~established ~~(2)~~in ~~Medixall~~2020 ~~Financial~~to ~~Group,~~carry ~~which~~out isthe ~~dormant~~operations of MediXall Group Inc., (32) Medixaid, Inc., ~~and~~ (43) MediXall.com, Inc., ~~which~~(4) ~~were~~IHL ~~established to carry out the development and operation~~ of ~~our~~Florida, ~~healthcare~~Inc., ~~marketplace~~which ~~platform~~is dormant, and (5) ~~Health~~ ~~Karma~~Medixall Financial Group, ~~Inc.~~ which ~~was~~is ~~established in 2020 to increase functionality of the MediXall platform~~dormant.

Forward-Looking Statements

This ~~Annual Report on~~ Form 10-K contains forward-looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of the date of this report, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance, or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Such forward-looking statements include statements regarding, among other things, matters associated with:

● our ability to continue as a going concern; ● our history of losses which we expect to continue; ● the significant amount of liabilities due related parties; ● our ability to raise sufficient capital to fund our company; ● our ability to integrate acquisitions and the operations of acquired companies; ● the limited experience of our management in the operations of a public company; ● potential weaknesses in our internal control over financial reporting; ● increased costs associated with reporting obligations as a public company; ● a limited market for our common stock and limitations resulting from our common stock being designated as a penny stock; ● the ability of our board of directors to issue preferred stock without the consent of our stockholders; ● our management controls the voting of our outstanding securities; ● the conversion of shares of Series A and B preferred stock will be very dilutive to our existing common stockholders; ● risks associated with and unique to health care; and, ● risks associated with stability of the internet, data security, exposure to data breach.

●

our history of losses which we expect to continue;

●

the significant amount of liabilities due to related parties;

●

our ability to raise sufficient capital to fund our company;

●

our ability to integrate acquisitions and the operations of acquired companies;

●

the limited experience of our management in the operations of a public company;

●

potential weaknesses in our internal control over financial reporting;

●

increased costs associated with reporting obligations as a public company;

●

a limited market for our common stock and limitations resulting from our common stock being designated as a penny stock;

●

the ability of our board of directors to issue preferred stock without the consent of our stockholders;

●

our management controls the voting of our outstanding securities;

●

the conversion of shares of Series A and B preferred stock will be very dilutive to our existing common stockholders;

●

risks associated with and unique to health care;

●

risks associated with stability of the internet, data security, exposure to data breach, and

●

risk associated with using third-party providers for the deliverables of our products and services.

This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found at various places throughout this Annual Report on Form 10-K including, but not limited to the discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and "Business." Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Annual Report on Form 10-K generally.

Although forward-looking statements in this ~~Annual Report on~~ Form 10-K reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks, and factors that may cause actual results to be materially different from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this ~~Annual Report on~~ Form 10-K.

We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this ~~Annual Report on~~ Form 10-K, other than as may be required by applicable law or regulation.

PART I

ITEM 1. BUSINESS.

Overview

MediXall Group, Inc. (OTCPK:MDXL) is an(the ~~innovation-driven~~"Company ~~technology~~“or ~~company~~“MediXall”) ~~designed~~was toincorporated ~~deliver~~on ~~health~~December ~~and~~21, ~~well-being~~1998 ~~services~~under ~~which~~the ~~address~~laws ~~gaps~~of the inState ~~access~~of toNevada ~~care,~~under ~~spiraling healthcare costs, and~~ the ~~pain~~name ~~points~~of ~~faced~~IP byGate, ~~both consumers and businesses~~Inc. ~~MediXall~~The isCompany ~~structured~~had tovarious ~~provide~~name ~~solutions~~changes ~~that are proactive and preventive versus the current reactive system~~since, ~~structured~~to ~~primarily~~reflect onchanges ~~treating~~in the ~~sick,~~Company’s operating ~~which is inherently costly~~strategies.

~~We started Health Karma in response~~MediXall toGroup, ~~the~~Inc. ~~design~~is ~~and~~an ~~delivery~~innovation-driven ~~flaws~~solutions wecompany ~~saw~~purposefully indesigned ~~the~~and ~~American~~structured ~~health~~around ~~care~~delivering ~~system.~~practical, Wevalue-based, customized ~~believe~~solutions ~~that~~to ~~these~~individual ~~flaws~~members, ~~made healthcare too expensive~~employers, ~~reactionary,~~ and ~~inconvenient~~organizations ~~for~~which ~~far~~will ~~too~~enhance ~~many~~their ~~Americans~~overall tophysical ~~obtain quality~~ health, ~~care~~mental health and ~~maintain~~well-being, ~~their~~increase ~~health. Since inception~~productivity, ~~we have~~and ~~been~~help ~~focused~~control onthe ~~changing~~cost ~~the~~of ~~way~~care ~~individuals~~of ~~access~~the individual, ~~interact~~the ~~with~~employer, ~~and~~or ~~consume healthcare~~organization. Our ~~mission~~unique, tailored, isproactive ~~simple:~~solutions weare ~~want~~accessed toanytime, ~~provide easy~~anywhere, ~~access~~through toour ~~health~~proprietary ~~and~~Member ~~wellbeing~~Portal; ~~solutions~~thereby todelivering ~~consumers and businesses~~timely, ~~while~~quality care ~~reducing~~to ~~what~~individuals, ~~consumers~~employees, and ~~businesses pay for it~~members.

AsOur operating ~~the~~subsidiary Uis Health Karma Inc.S (“Health Karma”). ~~healthcare~~Its ~~market~~name merges “health” with “karma” ~~remains~~as ~~opaque~~our mission is to enhance the physical and ~~highly~~mental ~~fragmented~~health ~~for~~and ~~consumers,~~well-being ~~even~~of ~~simple~~our ~~healthcare~~clients ~~transactions,~~and ~~such~~members. asOur ~~finding~~branding afocus ~~doctor,~~is ~~scheduling~~around ~~routine~~1st ~~procedures~~Moment™ or(“1st ~~filling~~Moment”). aMost ~~prescription~~healthcare atcompanies anfocus ~~affordable~~on ~~price,~~the ~~can~~downstream beof ~~difficultAs~~the healthcare system after a ~~result,~~healthcare ~~Americans~~event ~~are~~has ~~often~~occurred. ~~neglected~~Health byKarma is positioned to address the ~~health~~1st Moment a healthcare event occurs. It ~~care~~is ~~system,~~in ~~whether~~providing orpreemptive ~~not~~proactive bysolutions ~~choice~~in shaping the success of mental, physical, and ~~those~~social ~~who~~well-being ~~would~~outcomes ~~otherwise~~in bethe ~~more~~first moment ~~proactive~~of ~~fail~~any tohealthcare ~~access~~situation ~~care~~which ~~due~~best todetermines the ~~health~~cost ~~care~~of ~~system~~and success of the outcome. Our solutions have a far-reaching impact, benefiting a diverse array of stakeholders, including corporations, Third Party Administrators (TPA’s), insurance companies, healthcare ~~inherent~~benefits ~~complexity~~providers and resellers, Professional Employer Organizations (PEO’s), first responders, public safety agencies, educational institutions (including students, faculty, and staff), as well as associations and organizations.

~~Recognizing that these trends~~By ~~are~~leveraging ~~not~~our ~~sustainable~~expertise, ~~Health~~experience, ~~Karma~~and iscutting-edge ~~focused~~methodologies, onwe ~~addressing~~empower ~~these~~individuals ~~problems~~and byorganizations ~~providing~~to ~~solutions~~establish ~~that~~a ~~shift~~solid ~~healthcare~~foundation for ~~from~~mental, aphysical, ~~one~~and social well-~~size-fits all~~being. ~~model~~This, toin aturn, ~~more~~enables ~~personalized~~our ~~experience~~clients ~~built~~to ~~around~~mitigate ~~each~~risks, ~~individual~~improve productivity, and ~~each~~foster ~~company~~healthier environments. -Health ~~reducing~~Karma ~~and~~is ~~even~~dedicated ~~removing~~to ~~layers~~delivering ofcomprehensive ~~complexity that~~solutions ~~healthcare~~tailored ~~system~~to ~~brings.~~the Weunique ~~believe~~needs ~~that~~of aeach ~~new~~stakeholder, ~~healthcare~~ultimately ~~model,~~driving ~~one~~positive ~~that~~change ~~places~~and ~~the~~substantial ~~consumer~~cost atreductions. ~~the~~As ~~center~~we ofcontinue ~~the~~to ~~healthcare~~evolve ~~ecosystem~~and innovate, ~~can~~our ~~help~~commitment to ~~improve~~enhancing ~~their~~the ~~health~~"first moment" ~~care~~response ~~access~~remains ~~while~~unwavering, ~~reducing what~~ensuring ~~they~~improved ~~pay~~overall outcomes and lasting benefits for itour valued clients.

The Company generated minimal revenue in 2022 as its online healthcare platform was still in the application and development stage. During 2023, the Company had undergone a nearly complete change in the Board of Directors, its management, and its operations. Although this change has been challenging, this shift has led to significant financial growth. In fact, the Company’s revenue in 2023 was $309,422 which is over 5 times the 2022 revenue of $59,268.

The new management has taken decisive steps to reduce costs by moving its business office, continuing the remote work strategy started under pandemic conditions, and significantly reduced the number of employees by procuring out-sourced marketing expertise, its AI-driven User Experience/User Interface (UX/UI) platform, as well as its IT development and maintenance. This effort has resulted in reducing the net loss in 2023 by 2.3 million to $4,563,406 in 2023 versus a net loss of $6,830,415 in 2022.

Our Solutions: Who We Serve

Currently Health Karma is focused on providing the 1^st Moment Solutions along with our various product SKUs and Value-added Enhancements to service the following categories:

Organizations desiring Mental, Behavioral, & Emotional Health Support

It is common knowledge that the mental health crisis was exacerbated by the COVID-19 pandemic. A CNN/Kaiser Family Foundation poll shows 90% of Americans feel we are in a mental health crisis. A report in JAMA Health Forum has noted that 38% more people are in mental health care since the onset of the pandemic than before. Consider these facts from a comprehensive study by the National Council for Mental Wellbeing:

The demand for mental health services is stronger than ever, with nearly six in 10 (56%) Americans seeking or wanting to seek mental health services either for themselves or for a loved one.

Mental health services in the U.S. are insufficient despite more than half of Americans (56%) seeking help.

While most Americans have heard of telehealth as an option for treating mental health issues, only 7% have reported using it. When asked if they would be open to using telehealth, almost half, or 45%, of Americans who have not already tried telehealth services said they would be open to the idea of trying a service to address a current or future mental health need.

ToThe behavioral ~~accomplish~~health ~~this,~~market wehas ~~developed Health~~traditionally ~~Karma~~been asunderserved for a ~~robust~~number ~~digital~~of ~~healthcare~~reasons, ~~platform~~including ~~providing~~as a ~~single~~result ~~place~~of ~~for~~inadequate ~~healthcare~~access, ~~consumers~~a limited universe of qualified providers, high cost and ~~organizations~~social tostigma. ~~turn~~That ~~for~~is ~~personalized information,~~why ~~programs,~~we ~~and~~created ~~resources~~our ~~needed~~Behavioral to1st Moment ~~understand,~~Solutions ~~access,~~to ~~and~~focus ~~manage~~on ~~their~~providing mental health ~~and~~care ~~well-being.~~exactly ~~Focusing~~when onand ~~the~~how ~~individual~~is needed, ~~Health~~ ~~Karma~~instead ~~gives~~of ~~people~~waiting ~~information~~days ~~they~~or weeks ~~need~~for an appointment to ~~access~~see ~~the~~a ~~right~~mental ~~level~~health ofprovider. ~~care~~We ~~from~~believe ~~the~~this ~~start,~~specialized ~~when~~offering for ~~and~~behavioral ~~where~~health ~~they~~can ~~need~~help ~~it,~~to ~~and~~remove ~~provide ongoing~~or ~~support,~~reduce ~~thereby~~the ~~saving~~burdens ~~money~~associated ~~for~~with ~~companies~~traditional ~~and~~face-to-face ~~their~~mental ~~employees,~~health ~~while~~services ~~also~~by improving convenience ~~care~~through confidential immediate 24/7/365 access to master’s-level behavioral health clinicians.

~~MediXall~~Most other ~~Group~~telehealth isbehavioral ~~reimagining how~~health ~~Americans~~offerings ~~access~~can ~~and~~be ~~afford~~accessed ~~care~~24/7/365 to ~~give~~either ~~people~~schedule a ~~more~~consultation ~~consumer~~or await a call-~~centric~~back ~~way~~when toa ~~manage~~clinician is ~~their~~available. Because of the size and scale of our behavioral health &providers, ~~wellbeing:~~our Behavioral 1st Moment Solutions provide immediate, ~~seamless~~24/7/365 in-the-moment access to master’s level clinicians from anywhere in the U.S. via telehealth, or via a ~~affordable,~~scheduled ~~and~~video ~~tailored~~consultation toon ~~their~~a ~~unique~~secure ~~needs:~~platform.

·Our Behavioral ~~Easy~~1st ~~and~~Moment ~~accessible~~Solutions ~~healthcare~~includes ~~– Making healthcare easy to understand and use through~~ the ~~entire~~following ~~health~~options ~~journey – from onboarding and monitoring~~ to ~~everyday~~both ~~use.~~our ~~Users~~member ~~can actively~~ and ~~confidently engage with~~ their ~~health~~immediate ~~anywhere, anytime they want and not just when it is convenient for the healthcare providers.~~family:

· ~~Personalized~~Virtual ~~health~~24/7/365 ~~experience~~immediate –on-demand ~~Empowering~~telephonic ~~users~~or tosecure ~~take~~video ~~charge~~consultation ofwith ~~their~~master’s level behavioral health ~~and~~clinicians ~~well-being~~to ~~through~~address ~~targeted~~any emotional or behavioral health ~~campaigns~~concern ~~that~~such ~~come~~as ~~with~~anxiety, ~~relevant~~stress, ~~programs~~depression, ~~resources~~addiction, bullying, grief, and ~~education~~other life/work balance issues.

· ~~Always~~On-ongoing ~~service~~scheduled ~~– Delivering immediate support to solve healthcare~~short-~~related~~term ~~questions~~therapy ~~and~~sessions ~~address~~with ~~health-related concerns throughout~~ the ~~health~~same ~~experience~~clinician.

Access to a psychiatrist or psychiatric nurse practitioner to provide psychiatric medication management at a discounted fee.

Distracted and Injured Employees

Work comp cost and claims are a major issue for all businesses but especially for Small to Midsize Businesses (“SMBs”):

The National Safety Council estimates that the total cost of work injuries in 2020 was $164 billion; representing a cost of $1,100 per employee.

Further the Council estimates that a US worker is injured every 7 seconds which equates to 7 million work-related injuries per year.

If work comp fraud were a legitimate business, it would rank among Fortune 500 companies according to Property Casualty 360.

According to the Assurance Agency estimate, 70% of physical workplace injuries are minor and do not require sending the injured worker to Urgent Care or the ER which results in the incident becoming a work comp claim. Overextension, slips, trips, falls, contact with equipment account for 86% of injuries according to the NCCI. Many of these incidents can be mitigated from becoming a work comp claim by providing immediate medical attention from a licensed medical practitioner who may prescribe home or self-care versus sending the injured employee to Urgent Care or the ER.

Our Workers 1^st Moment Solution is a pre-claim, preemptive, 24/7/365 solution for both physical and mental injuries and incidences to reduce work comp claims, costs, fraud, and unnecessary and over-utilized case management. Our solution incorporates virtual telephonic or secure app 24/7/365 to licensed Registered Nurses who immediately triage the injury and provide the appropriate level of care for the injury. Over 40% of the time the Registered Nurse can provide home or self-care to the injured employee. Plus, all triage calls are recorded and accessible for future use which assists to mitigate wok comp fraud.

If the injured worker is directed to Urgent Care or the ER, then a work comp claim is established which requires filing all the required state and OSHA work comp reports, which is a huge burden for SMBs. Liberty Mutual estimates that delayed reporting of an injury by one week increases claims by 10%, & 30 days by 50%. With our Workers 1^st Moment Solution, immediately after the triage, the Registered Nurse prepares and distributes all the required reports including the Incident Report, Provider Notice, First Report of Injury, the required OSHA reports, plus any other state-specific required reports.

According to Workers Compensation.com, 75% of employees struggle with an issue which affects their mental health. Our solution combines behavioral health consultations to mitigate the primary reasons injuries happen in the workplace which is distracted employees. This is provided with our Workers 1^st Moment Solution by virtual 24/7/365 immediate on-demand consultation with master’s-level behavioral health clinicians to address employees emotional and behavioral issues thereby keeping them focused, on-the-job and safe.

Support of First Responders, Healthcare, Security, Military

According to the Center for Disease Control, First Responders, including law enforcement officers, firefighters, emergency medical services (EMS) clinicians, and public safety telecommunicators, are crucial to ensuring public safety and health. First Responders may be at elevated risk for suicide because of the environments in which they work, their culture, and stress, both occupational and personal. This stress can be acute (associated with a specific incident) or chronic (an accumulation of day-to-day stress). Occupational stress in First Responders is associated with increased risk of mental health issues, including hopelessness, anxiety, depression, post-traumatic stress, as well as suicidal behaviors such as suicidal ideation (thinking about or planning suicide) and attempts. First Responder depression is real, with 13% suffering in some way. Twenty-six percent display signs of post-traumatic stress disorder (PTSD) and 25% are at high risk for suicide

WeAccording to ~~have~~a ~~engineered~~survey done by the ~~Health Karma~~International ~~Platform~~Association toof beFire ~~scalable~~Fighters, 22% will fit criteria for PTSD during their career, and toindividuals with ~~grow~~PTSD ~~beyond~~are ~~its~~6 ~~current~~times ~~offerings~~more likely to attempt suicide. ~~The~~Around ~~flexibility~~75% of ~~the~~police ~~Platform~~officers ~~enables~~have usreported toexperiencing ~~seamlessly~~a ~~integrate~~traumatic event, but ~~and~~less ~~quickly~~than ~~launch~~half ~~new~~of ~~services~~them told their agency about it (Fleischmann et al., ~~expand~~2016), ~~service~~while ~~offerings~~an orestimated ~~enter~~125 ~~new~~to ~~verticals~~300 inpolice aofficers ~~cost-~~commit ~~effective~~suicide every ~~manner~~year. ~~This~~EMS ~~has~~technicians ~~enabled~~are us1.39 times more likely to ~~acquire and~~die ~~integrate~~by ~~synergistic~~suicide ~~offerings,~~than ~~such~~the aspublic. ~~Responders~~And ~~1st~~regarding ~~Call™~~public safety telecommunicators and 911 operators, ~~Workers~~studies ~~1st~~have ~~Call~~found &that ~~Report™,~~between 17% and ~~Student~~ ~~1st~~24% ~~Call™~~of ~~which~~public ~~help~~safety ustelecommunicators ~~better~~have ~~serve~~symptoms ~~both~~of ~~our~~PTSD ~~members~~ and ~~employer/organization~~24% ~~clients~~have symptoms of depression.

~~MediXall~~And not ~~Group~~just isFirst ~~currently~~Responders. According to Medscape, approximately one doctor a day commits suicide; and on average 10% have thoughts of ~~comprised~~suicide. Over 5% of nurses experienced suicidal ideation; it was estimated that nurses had significantly higher odds (38 %) of having suicidal thoughts than other workers. And according to the ~~following~~American ~~five~~Addiction ~~solutions:~~Centers, on average about 17 Veterans commit suicide each day.

~~Health Karma~~This –population ~~With~~needs ~~Health~~support ~~Karma,~~to weaddress ~~have~~the ~~created~~stress, aanxiety, ~~unique~~depression, ~~membership model that provides consumers with convenient~~ and ~~affordable~~suicide ~~access~~ideation toon ~~best-in-class~~them ~~care, whenever~~ and ~~wherever,~~their ~~while~~immediate ~~driving~~family. ~~down~~And ~~overall healthcare~~they ~~costs.~~need ~~We provide our members access to licensed healthcare providers across~~ a ~~wide~~solution ~~and~~which ~~growing~~is ~~spectrum~~confidential ~~of care through $0 copay virtual primary, urgent, behavioral,~~ and ~~pet~~anonymous ~~care,~~ as ~~well~~according ~~as significant discounts~~ to ~~prescriptions, dental care, eye care, and hearing. For employers, our Health Karma membership offers~~ a ~~comprehensive~~2019 ~~way~~study ~~for them to offer supplemental health benefits to all~~ of ~~their~~over ~~employees~~7, ~~including~~000 ~~part-time~~fire ~~and~~fighters ~~gig~~by ~~workers,~~the ~~which~~International ~~include independent contractors, on-demand platform workers (ie Uber, Lyft, etc.), freelancer,~~Association ~~and~~of ~~other~~Fire ~~temporary workers~~Fighters, ~~who~~81% ~~typically~~said ~~are~~they would not ~~eligible~~seek ~~for~~mental ~~benefits.~~health ~~The~~care ~~Health~~from ~~Karma~~their ~~membership~~department isor ~~also~~peer ~~targeted~~support for ~~the~~fear ~~small~~they ~~companies who~~will ~~cannot~~be ~~afford~~seen ~~to provide health insurance to their employees~~ as weak ~~well~~or asunfit ~~an adjunct~~ for ~~high-deductible health insurance plans~~duty.

~~Health Karma Behavioral~~Responders ~~Health~~1st –Moment ~~The~~Solution ~~behavioral~~was ~~health~~created ~~market~~to ~~has~~help ~~traditionally~~First ~~been underserved for a number of reasons~~Responders, ~~including~~public ~~as a result of inadequate access~~safety, ahospital ~~limited universe of qualified providers~~employees, ~~high~~security ~~cost and social stigma. That is why we created Health Karma Behavioral to focus on providing mental health care exactly when and how is needed~~personnel, ~~instead of waiting six weeks for an appointment to see a psychiatrist.~~active We believe this specialized offering for behavioral health can help to removes or reduces these burdens associated with traditional face-to-face mental health services by improving convenience through 24/7 access to our platformmilitary, ~~providing~~veterans ~~more accessible entry level price points,~~ and ~~reducing~~their ~~associated~~families ~~stigmas~~through byemotional ~~promoting easier access~~ and ~~preserving~~behavioral ~~privacy~~health concerns. ~~Health~~Our ~~Karma~~solution ~~Behavioral provides our members both the ability to speak to a therapist in-the moment they need it or schedule a call or video chat with a therapist within 24 hours.~~includes:

~~Workers~~· ~~1st Call~~A &Trauma ~~Report™~~Helpline -which ~~Workers~~provides ~~1st Call & Report is a~~ 24/7/365 ~~pre-claim~~confidential, ~~preemptive solution to reduce work comp claims~~informal, ~~costs, fraud~~ and ~~unnecessary~~anonymous ~~and~~consultations ~~over-utilized~~with ~~case management. The program combines~~ behavioral health ~~consultations~~clinicians toexperienced ~~mitigate the primary reasons injuries happen~~ in ~~the~~critical ~~workplace~~incident ~~which~~stress ismanagement ~~distracted~~and ~~employees~~guides ~~along~~the ~~with~~individual ~~Registered Nurse triage~~ to ~~mitigate~~compartmentalize ~~minor injuries from becoming a work comp claim integrated into an easy-to-access, plug-and-play program~~trauma.

~~Responders~~· ~~1st Call™~~Behavioral -Health ~~Responders~~Consultations ~~1st~~for ~~Call~~all isimmediate afamily ~~confidential,~~members ~~anonymous~~of ~~in-~~the~~-moment~~ ~~24/7/365 solution for~~ First Responders to ~~destress and~~address ~~digest traumatic situations which could lead to a work comp claim, disability, or suicide. This program provides in-the-moment consultations to the First Responder~~ and ~~their~~alleviate ~~family to address~~ work~~-related~~ or personal, behavioral/emotional, ~~or behavioral~~ health issues~~, or other issues interfering with responsibilities at work or home~~.

~~Student~~· ~~1st Call™~~Behavioral -Risk ~~Student~~Management ~~1st~~Consultations ~~Call is a solution for in the moment confidential access~~ to ~~master-level~~provide ~~clinicians~~frontline ~~targeted for~~management ~~college~~with ~~age~~professional ~~student~~support ~~population~~ to ~~help~~quickly ~~with depression~~identify, ~~stress,~~deal ~~sleep~~with, ~~addiction, relationship problems, anxiety, grief,~~ and ~~more. Our~~deploy ~~evidenced-based~~appropriate ~~assessment~~resources ~~and~~for ~~clinician~~"at-~~led~~risk" ~~consultation sets the student on a clear path for emotional support~~employees.

By· ~~bringing~~Peer ~~the Workers 1st Call~~Support, ~~Responders~~ ~~1st Call and Student 1st Call programs into the Health Karma ecosystem~~Wellness, weHR ~~believe~~Consultations ~~we are better positioned~~ to ~~meet the~~provide ~~growing~~guidance ~~industry~~for ~~needs~~intervention ~~by allowing us to collectively build out our employer client base with more coverage options~~strategies, ~~enhance~~helps ~~our~~determine ~~distribution footprint,~~when ~~and~~a ~~strengthen~~situation ~~our~~is ~~operational~~emergent ~~capacity~~or ~~to meet growing customer demands. With the addition of the 1st Call products~~high-risk, ~~Health Karma~~strategizes ishow ~~uniquely equipped~~ to ~~meet~~refer/connect ~~the~~a ~~growing~~fellow ~~needs~~responder ~~of the Small~~ to ~~Medium~~a ~~Businesses,~~clinician astrusted ~~well~~by ~~as individuals and families across~~ the ~~nation~~ agency/employer.

WeSupport ~~believe the addition of these new programs will help to further enrich our membership model by creating a comprehensive and interconnected offering that delivers a virtuous circle of value~~ for ~~consumers~~Students, ~~employers and partners.~~Faculty, Staff

WeThe mental ~~generate~~health ~~revenue~~crisis ~~from~~extends ~~the~~to ~~membership payments~~students, ofas ~~companies,~~the ~~organization~~National ~~memberships,~~Alliance ~~and~~on ~~consumer~~Mental ~~subscription~~Health ~~fees,~~in ~~which~~2019 ~~are~~estimates ~~typically~~that a64% ~~12-month~~of ~~commitment~~college instudents ~~nature,~~withdraw ~~providing~~from ~~significant~~education ~~revenue~~due ~~visibility~~to mental health-related reasons. ~~Through~~According ~~our~~to ~~per-membership-per-month~~the ~~(“PMPM”)~~first ~~subscription~~National ~~model~~College Health Risk Behavior Survey, we10.3% ~~enter~~of ~~into~~respondents ~~contracts~~reported ~~with~~seriously ~~our~~considering ~~employer~~attempting ~~customers~~suicide, ~~that~~6.7% ~~pay~~had made a ~~fixed~~suicide ~~monthly~~plan, ~~rate~~and ~~based~~1.5% onreported they had attempted suicide one or more times in the ~~total~~12 ~~number~~months ofpreceding ~~Memberships~~the survey. InThis ~~most~~shows ~~cases,~~that ~~Employees and~~suicidal ~~their~~behavior ~~Dependents~~falls ~~have~~on ~~unlimited~~a ~~access~~continuum. toAnd ~~our~~it’s ~~Platform~~not ~~and~~just dothe students. ~~not~~According ~~pay~~to ~~extra~~a ~~fees~~2024 ~~for~~survey ~~increased~~by ~~utilization~~Timely Care, ~~unless~~55% ~~they~~of ~~wish~~faculty toand ~~access services~~staff ~~outside~~are ~~the~~experiencing ~~scope~~mental ofhealth ~~those~~issues, ~~covered~~such byas ~~the~~depression, anxiety, ~~subscription~~or stress.

Our Academic 1^st Moment Solution for students, faculty, and staff was created for universities and high school districts to delivers the following confidential and anonymous support to their student base as well as the faculty and staff:

24/7/365 confidential and anonymous in the moment tele- or secure video behavioral health consultations and assessments by experienced master’s level clinicians

Consultation and training for faculty and staff to help identify and provide support for “at-risk” students

Referral if required to additional mental health care and treatment if assessed as necessary

Medical benefit coordination with the student’s or parents’ health coverage if required

Customized Solutions Tailored to the Needs and Pain Points of our Clients

The mission of Health Karma is to enhance the health and well-being of our clients. And we do not adhere to the “one size fits all” philosophy. Unlike most others in our industry which offer specific programs and solutions, we believe in the power of customization. This is why we prioritize a client organization crafting our 1st Moment Solutions to specifically design the solution which meets the unique needs and desires of the organization. With Health Karma, the path to optimal health and well-being is the organizations to define.

In 2023, we totally redesigned our database and IT system such that an organization can easily choose the specific products and options which best addresses its needs and pain points

Our 1^st Moment Solutions provide our members with convenient and affordable access to best-in-class care, whenever and wherever, while driving down overall healthcare costs. We provide a comprehensive way to offer supplemental health benefits to any and all employees, including part-time and gig workers, which include independent contractors, on-demand platform workers (ie Uber, Lyft, etc.), freelancer, and other temporary workers, who typically are not eligible for benefits. Our customized 1^st Moment Solutions are ideal for the small companies who cannot afford to provide health insurance to their employees as well as an adjunct for high-deductible health insurance plans.

~~We see exciting growth potential~~Our ascustomizable we1st ~~continue~~Moment toSolutions attract new members through our existing offerings, launch new offerings to address more of the healthcare needs of consumers & employers, and improve Americans’ access to health while reducing what they pay for it. As we extend our platform, we believe that we can create multiple monetization opportunities at different stages of the consumer healthcare journey, enabling us to drive higher expected consumer lifetime value without significant additional consumer acquisition costs.include:

~~Focusing~~· onScheduled ~~the~~Virtual ~~Underserved~~Primary ~~Small~~Care ~~Employer~~with ~~and Individual~~a ~~Market~~dedicated licensed MD

~~The~~· ~~primary~~24/7/365 ~~reason~~access ~~the landscape of healthcare offerings has not evolved~~ to ~~solve~~Virtual ~~this~~Urgent ~~problem~~Care ~~until~~with ~~recently~~a islicensed due to many companies solely focusing on creating solutions and businesses models targeting large self-insured employers and payors, leaving the small-to-midsize employer and individual market completely underserved.MD

~~Over~~· ~~the~~24/7/365 ~~last~~access ~~10 years, multiple generations of healthcare technology companies struggled~~ to ~~get~~licensed ~~lift-off and scale, not because their products and services weren~~master’~~t transformative~~s ~~for~~level ~~this~~behavioral ~~market,~~health but because they failed to find an executable path for sustainable distribution and value capture. We believe the lack of maturity of the underlying distribution — has been arguably the most significant bottleneck in the adoption and growth of healthcare solutions for this market.clinicians

We· ~~believe~~24/7/365 ~~there~~access ~~are three reasons why existing providers haven’t focused on this market. First, small and midsize businesses (SMBs), and individuals are fragmented and hard~~ to ~~reach.~~veterinarians Relative to the value they bring in, the cost of reaching and serving them has traditionally been too high to warrant the effort unless you can sell multiple products to them. Second, there is significant signup friction for ~~benefits~~dogs and healthcare products. Lastly, benefits products can be costly for SMBs to offer to employees, which results in many just forgoing benefits altogether. The lack of access to simple, low-cost healthcare and benefits solutions has had a significant impact on the recruitment and retention efforts of SMBs and the well-being of their employees.cats

~~But~~· we24/7/36 ~~believe~~access ~~where~~to ~~there~~Registered ~~is a~~Nurses ~~gap,~~for ~~there~~workplace is an opportunity. This is why we have put tremendous focus into building out a unique distribution engine that capitalizes on the current infrastructure of health insurance distribution and merges it with proven strategies from B2C and B2B2C from other industries.injuries

~~Our~~Plus, an ~~Unique~~organization ~~Distribution~~can ~~Engine~~customize its solution with any of our Value-added Enhancements which include Rx, Vision, Dental, Hearing as well as other health and well-being savings.

Our ~~Distribution is currently~~ ~~made~~Revenue ~~up of five pillars:~~Generation

~~Employer~~Our product ~~Groups~~offerings operate on a monthly subscription model, typically involving 12-month agreements. This structure provides us with significant revenue stability and visibility.

~~Providing health benefits to employees~~Under isour ~~costly,~~per-membership-per-month ~~complicated,~~(“PMPM”) ~~and~~or ~~time~~per-~~consuming~~employee-per-month ~~for~~(“PEPM”) ~~SMBs.~~subscription ~~While~~models, ~~larger~~we ~~organizations~~enter ~~are~~into ~~starting to realize the cost of traditional group~~contracts ~~health~~with ~~insurance~~companies, isorganizations, ~~becoming unsustainable~~associations, ~~the annual rate hikes~~ and ~~increasing~~resellers. ~~premium~~These ~~prices~~entities ~~are~~pay ~~even more of~~ a ~~concern~~monthly ~~for~~fee ~~SMBs~~based ~~with smaller~~on ~~budgets~~the tonumber ~~dedicate~~of toactive ~~their~~memberships each ~~employees’ healthcare~~month.

~~With~~This approach ~~fewer~~offers ~~employees,~~our ~~SMBs~~members ~~also have~~and atheir ~~much~~dependents ~~harder~~unlimited ~~time~~access ~~meeting~~to a ~~group~~broad ~~health~~range ~~insurance~~of ~~plan’s~~services ~~minimum~~without ~~participation~~additional ~~requirement.~~fees ~~Whether~~for ~~they have a lot of employees~~increased ~~still~~utilization. onThe ~~their~~membership ~~parents’~~covers ~~insurance,~~comprehensive ~~older~~support ~~employees who qualify~~ for ~~Medicare~~mental, orphysical, ~~others~~and ~~who~~social ~~simply~~well-being. ~~don’t want to participate in a group health plan~~However, ~~SMBs~~services ~~need~~outside athe ~~more~~membership scope ~~flexible~~may ~~health~~incur ~~benefits~~extra ~~solution~~charges. ~~The~~Our ~~reliance~~revenue onmodel ~~part-time~~fosters ~~employees~~strong ~~and~~revenue ~~1099~~stability ~~employees~~ by ~~SMBs~~ ~~also~~establishing ~~precludes~~long-term ~~those~~commitments ~~type~~with ~~of workers being eligible for health insurance. With Health Karma~~clients, ~~we saw an opportunity to provide a comprehensive~~ ~~solution~~creating ~~for~~mutually ~~SMBs~~beneficial ~~brings~~partnerships. ~~many~~The ofpredictable ~~the~~monthly ~~benefits,~~fees ~~resources, tools,~~ and ~~advantages~~long-term ~~big~~contracts ~~companies~~enhance ~~have~~revenue ~~historically~~visibility ~~had.~~and ~~With Health Karma,~~forecasting weaccuracy. ~~wanted~~This ~~SMB~~allows ~~owners~~us to beefficiently ~~able~~allocate resources to ~~afford~~meet ~~solutions~~client ~~that~~needs, ~~can~~ensuring ~~make~~high-quality ~~their~~service ~~employees~~delivery ~~healthier~~throughout ~~and~~the contract ~~happier~~period.

~~With~~Our Market ~~fewer~~Opportunities: ~~tiers~~Size ~~in the organization’s hierarchy~~ and less people involved in the decision-making process, one of the benefits to working with SMBs is they generally have a much quicker buying process than larger employers. Health Karma is focused on 3 types of employersTrends

·The U.S. ~~Employers~~health ~~that~~care ~~don’t~~spending ~~offer~~grew ~~insurance~~4.1 orpercent ~~that~~in ~~have~~2022, areaching ~~high~~$4.5 ~~number~~trillion ofor ~~part time~~$13,493 ~~1099,~~per orperson. As ~~employees~~a ~~without~~share ~~social~~of ~~security~~the ~~numbers.~~nation's ~~These~~Gross Domestic ~~type~~Product, ofhealth ~~employees~~spending ~~are~~accounted infor ~~many~~17.3 ~~cases~~percent ~~their~~according ~~highest~~to ~~area~~The ofNational ~~turnover,~~Health ~~which~~Expenditure ~~costs~~Accounts a(NHEA). ~~ton~~By ~~of money~~2031, ~~but~~the total health ~~insurance~~expenditure ~~doesn’t~~of ~~consider~~the ~~those~~United ~~employees~~States is forecasted to bereach ~~benefits~~some ~~eligible~~7.1 ~~And~~trillion ~~they~~U.S. ~~likely~~dollars ~~have~~according ~~wanted~~ to ~~provide~~Statista. ~~something,~~Below ~~but~~summarizes the ~~health~~specific ~~insurance~~opportunities iswhich ~~just~~Health ~~too~~Karma ~~expensive~~is ~~anyway~~focused ~~even if they were eligible~~upon.

The Mental Health Crisis in the United States

The United States is currently facing a severe and escalating mental health crisis, necessitating immediate attention. According to the National Institute of Mental Health 2021, astonishingly, around 1 in 5 adults, or approximately 51.5 million individuals, experience mental illness each year. Depression, affecting over 17.3 million adults, stands out as one of the most prevalent mental health disorders. These figures demonstrate the widespread impact and urgency of the situation.

According to a Deloitte analysis, the economic burden of mental health inequities in the United States could reach $477.5 billion in 2024 and $1.3 trillion by 2040. This could amount to a cost of roughly $42,000 per person in the US. A separate study by HealthDay News estimates that mental illness costs the US economy $282 billion annually, which is about 1.7% of the country's annual spending. The National Council for Mental Wellbeing comprehensive study shows the demand for mental health services is stronger than ever, with nearly 6 in 10 (56%) Americans seeking or wanting to seek mental health services either for themselves or for a loved one.

These significant statistics, unequivocally underscore the urgent need to address the mental health crisis in the United States. It is crucial to focus efforts on implementing comprehensive and innovative solutions which mitigate the economic, social, and personal consequences of this crisis while promoting improved mental well-being for all.

Evolving Attitudes Among Individuals and Employers Towards Virtual Telehealth

Supported by increasing deregulation and broad societal shifts, demand for and provision of virtual medical and behavioral health services is surging. Telehealth and telemedicine enables more efficient allocation and utilization of existing clinical resources that could otherwise go unused. With an aging population requiring more complex care and a younger generation that is accustomed to digital technology, telehealth offers an efficient way to leverage finite resources.

·While telemedicine ~~Employers~~visits ~~that offer health insurance coverage that~~ have asince ~~high~~declined ~~deductible.~~for ~~Most~~their ~~companies~~peak ~~have~~during ~~had to increase deductibles year after year after year to battle~~ the ~~double-digit~~COVID ~~health~~19 ~~insurance increases. So~~Pandemic, aaccording ~~totally~~to ~~typical plan may have~~ a ~~$3,000~~recent ~~deductible~~JAMA ~~for an individual and $6~~article,~~000~~ ~~deductible~~recent ~~for~~estimates suggest ~~family~~steady use. ~~You~~In ~~think~~2021 ~~that person that needs mental health counseling or a doctor’s visit is going to be rethinking if they even go because they will have to pay it all out of pocket~~ and ~~they still need to pay for gas~~2022, ~~food~~20% and ~~their~~39% ~~rent~~of ~~and~~adults ~~all~~respectively ~~that~~had istelemedicine ~~going~~health ~~up.~~care ~~You don’t address things at the initial level, and they turn into a crisis which results in lost work time and productivity and more expense for the employer~~encounters.

·While most ~~Employers~~Americans ~~that~~ have ~~high~~heard ~~Workers~~of ~~Comp~~telehealth ~~claims.~~as ~~According~~an tooption ~~the~~for ~~National~~treating ~~Safety~~mental ~~Council,~~health ~~in the United States in 2021~~issues, aonly ~~worker is injured on the job every~~ 7% ~~seconds.~~have ~~This~~reported ~~equates~~using ~~to 7 million work injuries per year and a total cost of over $160 billion~~it. ~~Approximately~~When ~~70%~~asked ofif they ~~workplace~~would ~~injuries~~be ~~are~~open ~~minor~~to ~~and~~using ~~do not need clinical intervention. Overextension~~it, ~~slip,~~almost ~~trip~~half, ~~falls,~~or ~~contact with equipment account for 86~~45%, of ~~workplace~~Americans ~~injuries.~~who ~~This~~have ~~issue~~not isalready ~~compounded~~tried bytelehealth ~~the~~services ~~number~~said ofthey ~~fraudulent injuries exacerbated by aggressive litigators. If work comp fraud were a legitimate business, it~~ would ~~rank~~be ~~among Fortune 500 companies. SMB have limited resources~~ open to ~~address~~ the ~~injured~~idea ~~worker~~of ~~other~~trying ~~than~~a ~~sending~~service ~~them~~ to ~~urgent~~address ~~care~~a current or ERfuture ~~regardless~~mental ofhealth ~~the~~need ~~severity~~according ofto the ~~injury.~~National ~~Plus,~~Council ~~the~~of ~~required~~Mental ~~work comp state regulatory and OSHA injury reports pose a significant burden on the smaller businesses with no risk insurance personnel~~Wellbeing.

~~Health~~Work Comp ~~Insurance~~Industry ~~Brokers~~Fraud, &Waste, ~~General~~and ~~Agencies~~Abuse

~~Most employers do not manage~~According ~~benefits~~to ~~selection~~IBISWorld, ~~alone—thousands~~the ofUS ~~licensed~~workers' ~~and~~compensation ~~trained~~ insurance ~~brokers~~industry ~~serve~~was asvalued ~~trusted~~at ~~advisors~~$55 tobillion ~~small~~in ~~and large businesses, helping employers and their employees navigate the complexity of benefits~~2023. ~~According to MetLife~~Workers’s ~~15th Annual U.S.~~compensation ~~Employee Benefits Trend Study, over 80% of small and midsize businesses work with~~ insurance ~~brokers to manage their benefits. These~~ ~~insurance~~premiums ~~brokers~~are ~~serve as~~ a ~~key~~significant ~~intermediary~~cost ~~between~~of ~~insurance~~doing ~~carriers~~business. ~~seeking~~When tocombined ~~access~~with apayroll ~~widely~~tax ~~dispersed SMB population~~requirements, ~~which~~some ~~often lacks~~employers ~~dedicated~~may ~~personnel~~incur ~~and~~costs ~~technology~~of ~~budgets~~ 60% to ~~fully~~70% ~~self-direct~~of ~~critical benefit decisions. They play a crucial role in educating SMBs about~~ their ~~health~~payroll ~~benefit~~for ~~options. Health~~ insurance ~~brokers~~ and ~~agents are experts in helping their clients select the right set of products~~taxes.

~~When it comes to the selling~~However, ~~education~~fraud, waste, and ~~distribution~~abuse ofis ~~health~~an ~~benefits~~unfortunate ~~(can~~fact ~~include~~of ~~health, dental,~~ life ~~and~~for ~~other~~workers’ ~~types~~compensation ofpayers ~~insurance)~~who tomust ~~small~~contend ~~employers,~~with ~~mid-size employers,~~a ~~individuals,~~variety ~~associations~~of ~~and~~issues that ~~some~~drive ~~large~~up ~~employers~~costs, itcompromise iscare ~~that~~for ~~insurance~~injured ~~broker~~workers, ~~who~~and isundermine ~~providing~~the ~~that~~workers’ ~~key~~compensation ~~role~~system. ~~The~~According ~~broker~~to isThe Coalition ~~talking~~Against toInsurance ~~the~~Fraud, ~~business~~workers’ ~~owner~~compensation ~~and~~insurance ~~the~~fraud ~~human~~costs ~~resources~~are ~~team~~estimated to ~~sell~~be or$34 ~~renew~~billion ~~policies~~per ~~and~~year, ~~adjust~~with ~~and~~$25 ~~make~~billion attributed ~~changes according~~ to ~~the~~employer ~~needs. Often~~fraud aand ~~relationship~~$9 ~~has~~billion ~~been~~attributed ~~built~~to ~~over~~worker ~~many~~fraud. Worker ~~years~~fraud ~~and~~is ~~that~~when ~~company~~an ~~relies~~employee onmisrepresents the ~~their~~facts ~~broker~~of ~~for~~an ~~advice~~injury ~~each~~in ~~year~~some ~~on their benefit package. In addition~~way, ~~there~~such ~~are~~as ~~brokers~~exaggerating ~~attempting~~symptoms to ~~expand~~prolong ~~their~~paid ~~business~~time ~~and~~off, ~~they~~making ~~are~~a ~~looking~~claim for ~~unique~~an ~~benefits~~injury tothat ~~help them get access to~~occurred aoutside ~~new~~of ~~client.~~work, ~~Many~~or ~~employers~~faking ~~won’t add~~ an ~~additional~~illness ~~health~~or ~~benefit~~injury ~~without discussing it first with their broker~~altogether.

~~This is why health insurance brokers~~Possibly ~~are~~the amost ~~key~~expensive ~~pillar~~type toof ~~our~~fraud ~~distribution,~~that asimpacts ~~they~~workers’ ~~provide~~compensation anpayers ~~immense~~is ~~expansion~~healthcare/provider offraud. ~~our~~Work ~~sales~~comp ~~efforts~~payers ~~with~~must provide ~~our~~all ~~Health~~necessary ~~Karma~~medical ~~and~~care ~~our~~for ~~Workers 1st~~injured ~~and~~workers, ~~Responders~~which ~~1st~~makes ~~call~~them ~~solutions.~~highly Tosusceptible ~~accelerate~~to ~~the~~healthcare ~~expansion~~system offraud, ~~our~~which ~~health~~is ~~insurance broker relationships,~~estimated weto ~~also~~total ~~look~~$100 to ~~partner~~$300 ~~with~~billion ~~General~~per ~~Agencies.~~year ~~These~~across ~~organizations~~public ~~provide~~and ~~brokers~~private ~~the administrative support~~payers, ~~product~~according ~~education~~to ~~and~~the ~~home base~~National toHealthcare ~~build~~Anti-Fraud upAssociation. The ~~their~~range ~~business.~~of Bymedical ~~partnering~~products ~~with~~and ~~the~~services ~~organization,~~needed wefor ~~are~~injured ~~able~~workers’ ~~to access~~recovery ~~100s~~is broad and the ~~sometimes~~opportunities ~~1000s~~for offraud, ~~brokers without~~waste, ~~having~~and toabuse ~~onboard~~in ~~and~~workers’ ~~train~~comp ~~each~~healthcare ~~one~~are ~~individually~~many.

~~We believe we have built a robust~~The ~~and~~best ~~extensive~~way ~~partnership~~to ~~network~~address inthis ~~the~~issue ~~health~~along ~~insurance industry~~ with ~~distribution agreements with many leading insurance agencies in their respective states, such as BHC Insurance,~~ the ~~third~~unnecessary ~~largest~~and ~~independent~~overutilized ~~insurance~~case ~~agency~~management in ~~Arkansas,~~work ~~and~~comp ~~Gem~~is ~~State~~by ~~Financial,~~providing a ~~leading~~ ~~Idaho~~pre-~~based~~claim, preventive ~~General~~work ~~Agency.~~comp Wesolution ~~have been able~~ to ~~increase~~address the ~~reach~~fact ofthat ~~our~~according ~~partnership~~to ~~network through an Affinity Marketing Partnership agreement with~~ the ~~National~~Assurance ~~Association~~Agency ~~of Health Underwriters~~estimate, a70% ~~professional~~of ~~association~~physical ~~representing~~workplace ~~more than 100,000 health insurance~~injuries ~~agents,~~are ~~benefits~~minor ~~professionals, consultants,~~ and ~~brokers,~~do ~~from~~not ~~both~~require ~~small~~clinical ~~and~~intervention ~~large~~which ~~health~~results ~~insurance~~in ~~companies throughout~~ the ~~United~~minor ~~States. The~~injury ~~Partnership~~becoming ~~enables~~a ~~NAHU brokers to market the Health Membership in combination with various insurance products or self-insured plans. This expands NAHU members’ ability to~~ work ~~with~~comp organizations to provide additional benefits for employees with customized membership options to enhance existing benefits packages or to open the door to benefits for non-traditional, gig and part-time workersclaim.

Associations, Chambers, Other membership organizations

Associations, Chambers of Commerce and other types of organizations are a large driver of our distribution engine, as it enables us to drive significant reach to very targeted member populations. These organizations look to drive revenue in two ways, through member dues and “non due” revenue. Health Karma can help increase both. Associations and other membership organizations will enter into agreements with us to offer Health Karma to their own end-user customers or members as a benefit, a reward or a component of a loyalty program. In addition to helping increase member dues, Health Karma also becomes a new source of non-due revenue through a revenue share on new membership driven through the organization.

Municipalities and Public Service Departments

According to the National League of Cities data, there are 36,000 municipalities and local governments in the United States, of which 18,700 are municipalities of less than 50,000 lives, 16,360 are town and townships, and 4,031 are county governments. These smaller municipalities and governments are dealing with the same issues and pain points as with smaller companies; namely many 1099, part-timers and other employees with limited health benefits, issues in dealing with workplace injuries and work comp claims, fraud, and reporting requirements. Our Health Karma and Workers 1st Call solutions address these issues and pain points.

When you look at Public Service Departments and the First Responder market, according to the National Law Enforcement Officers Memorial Fund, there are over 800,000 law enforcement officers in the US; according to the US National Fire Department registry there are 1.2 million fire fighters of which 795,00 are volunteer; according to the National Association of State EMS Officials, there are 219,000 EMS professionals, and according to the US Bureau of Labor Statistics, there are approximately 400,000 correction officers in the US; represented by 75,000 departments or organizations. This represents the market opportunity for Responders 1st Call to mitigate trauma, PTSD, disability and suicide ideations for our First Responders. And this does not include the 800,000 ER nurses and doctors according to Zippia Emergency Room Statistics and the NIH, plus the 2 million active and reserve military according to Defense Department personnel data and over 2 million retired military according to Statista 2023 . who can benefit from the virtual technology embedded in our Responders 1st Call product which is an effective treatment for trauma and PTSD.

Colleges and Universities

According to the National Center for Education Statistics (NCES), there are approximately 6,000 colleges and universities in the US of which 4,000 are degree-granting institutions. According to the National Student Clearinghouse Research Center, undergrad enrollments in 2021 were 17.5 million representing a decline of almost 10% after the pandemic. Further almost 600 institutions have closed over the last 3 years. With the effects of the pandemic retention and recruitment is a critical issue for higher education along with the increasing concern on how to support the mental and emotional well-being of their student population.

Our Market Opportunity

Since inception, we have been focused on changing the way consumers access, interact with and consume healthcare. In the United States, healthcare spending grew to $4.1 trillion in 2020 and is expected to reach $6.2 trillion by 2028, according to the Centers for Medicare & Medicaid Services. However, it is not always clear what the employer group or individual consumer receives in return for this massive spending. We believe that a new healthcare model, one that places the consumer at the center of the healthcare ecosystem, can help to improve their health care access while reducing what they pay for it.

Evolving Attitudes Among Consumers and Employers Towards Virtual Medicine

Supported by increasing deregulation and broad societal shifts, demand for and provision of virtual medical and behavioral health services is surging. Telehealth enables more efficient allocation and utilization of existing clinical resources that could otherwise go unused. With an aging population requiring more complex care and a younger generation that is accustomed to digital technology, telehealth offers an efficient way to leverage finite resources. In the coming years, the telehealth market is positioned for significant growth. The demand for telehealth services is clear among younger generations. According to a survey by Harmony Healthcare IT, three out of four millennials would rather search for medical advice online versus seeing a doctor in-person. These younger generations represent the future of the healthcare system, and telehealth can be at the center of their care experience.

Healthcare is a Top Priority for Employers

To attract and retain staff, employers are looking to make significant investments in health benefits; yet, as commercial insurance costs have reached record highs, employers and employees remain frustrated. Barriers to accessing timely care during the day and after business hours cause employees to miss work and lose productivity. As a result, many employees self- direct themselves to higher cost settings such as emergency rooms. Efficient healthcare needs to be available 24/7/365 from anywhere that employee happens to be.

Rising health care costs are causing many employers to question whether they can afford to offer health benefits to their employees. According to the Kaiser Family Foundation’s ~~2021~~ 2023 Employer Health Benefits Survey, it costs up to $2123,~~804~~968 each year for employer-sponsored family health coverage for covered workers in small firms. The International Foundation of Employee Benefits Plans found that employers are projecting a 7% hike for healthcare costs in 2024, while Aon projects healthcare costs could increase as high as 8.5%

As costs continue to rise, a common way to offset them is to adjust benefits, such as increasing deductibles or copays, lowering coinsurance and increasing out-of-pocket limits. At a certain point, when the benefits become too lean, employees’ perception of their benefits deteriorates.

7Health Insurance is Tailored to Large Enterprises More Significantly than Small Businesses

~~Health~~Small businesses ~~Insurance~~— isdefined ~~Tailored~~as 500 employees or less by the US Small Business Administration (SBA) — are a key part of economic growth and job creation in the United States. According to ~~Large~~the ~~Enterprises~~SBA as of January 2024, there are over 33 million small business in the ~~not~~US, ~~Small~~making ~~Businesses~~up 99.9% of all US businesses and providing employment for 61.6 million Americans which is 46.4% of private sector employees, and contribute significantly to the American economy.

~~In November 2021, Americans quit~~More jobs atare aalso ~~record~~traditionally ~~pace~~created ~~with~~by ~~about~~small ~~4.5~~businesses ~~million~~and ~~workers~~new ~~quitting~~company ~~their~~formation ~~jobs,~~than ~~the~~by ~~most~~large ~~since the Bureau of Labor Statistics started publishing the data in 2000~~corporations. InSince the ~~"Great~~first ~~Resignation~~quarter of 2021," small businesses ~~face~~have anaccounted ~~uphill battle~~ for ~~labor.~~53 ~~Some~~percent ~~employees~~of ~~are~~12.2 ~~leaving~~million ~~for better~~total ~~pay~~net ~~and~~job ~~benefits,~~creation ~~while~~across ~~some~~all ~~are~~firm ~~leaving~~sizes per the ~~workforce~~US ~~and~~Bureau of ~~relying~~Labor ~~on government programs~~Statistics.

Small business owners are still managing the reality that the number of job openings exceeds the number of unemployed workers, producing a tight labor market. In the January 2022 Jobs Report survey from the National Federation of Independent Business (NFIB), 47% of independent businesses said they had job openings they struggled to fill, which far exceeds the 48-year historical average of 23%. Moreover, 50% of small business owners reported raising compensation in part to stay competitive as employers and attract applicants to their open position, which is another 48-year record high reading.5

~~Small~~Yet most ~~businesses~~health —insurance ~~defined as~~providers ~~500~~focus ~~employees~~primarily oron ~~less~~creating bysolutions ~~the~~and USbusinesses ~~Small~~models ~~Business~~targeting ~~Administration~~large self-insured employers and payors, leaving the small-to-midsize employer (~~SBA~~SMBs) —and ~~are~~individual amarket ~~key~~completely ~~part~~underserved. ofWe ~~economic~~believe ~~growth~~there ~~and~~are ~~job~~three ~~creation~~reasons why inexisting ~~the United~~providers ~~States~~haven’t focused on this market. ~~The~~First, USSMBs ~~Small~~are ~~Business~~fragmented ~~Administration~~and ~~said~~hard into ~~2019~~reach. ~~that~~Relative to the value they bring ~~accounted~~in, ~~for~~the ~~two-thirds~~cost of ~~net~~reaching ~~new~~and ~~jobs.~~serving ~~According~~them has traditionally been too high to warrant the ~~SBA~~ ~~2021~~effort ~~Small~~unless ~~Business~~you ~~Profile,~~can ~~there~~sell ~~are~~multiple ~~over~~products to 32them. ~~million~~Second, ~~small~~there ~~business~~is insignificant ~~the~~signup ~~US,~~friction ~~making~~for upbenefits 99and healthcare products.9% ofLastly, ~~all~~benefits USproducts ~~businesses~~can ~~and~~be ~~providing employment~~costly for SMBs ~~61.2~~to ~~million~~offer ~~Americans.~~to ~~More~~employees, ~~jobs~~which ~~are~~results ~~also~~in ~~traditionally~~many ~~created~~just byforgoing ~~small~~benefits ~~businesses~~altogether. ~~and~~The ~~new~~lack ~~company~~of ~~formation~~access ~~than~~to bysimple, low-cost healthcare ~~large~~and ~~corporations,~~benefits ~~with~~solutions ~~small~~has ~~companies~~had ~~creating~~a ~~1.5~~significant ~~million~~impact ~~jobs~~on ~~annually~~the ~~which~~recruitment ~~accounts~~and ~~for~~retention ~~64%~~efforts of ~~new~~SMBs ~~jobs,~~and ~~according~~the towell-being ~~the~~of ~~Small Business~~their ~~Administration~~employees.

~~Small businesses, like their larger~~Further ~~counterparts,~~without ~~have not been shielded from the increasing cost of health care. Without~~ advantages such as a larger pool of insured employees, more bargaining power with health insurance companies, and the benefit of full-time human resources personnel, small-business owners are often left with little recourse and few options when a health insurance carrier hikes costs. In addition, many small employers have been hanging on during the pandemic and are just starting to rebound. They may not be able to afford full insurance, but they need their employees to stay, as turnover is costly.

We believe where there is a gap, there is an opportunity. This is why we have put tremendous focus into building a customized health and well-being platform to address any size company including and especially SMBs.

The Rise of the Independent Worker, Freelancer, and 1099 (Changing Workforce)

With the slow transition away from traditional employment and rise of independent labor over the past decade, the U.S. economy has experienced a significant shift in how employees choose to work. The pandemic has served as a catalyst for deeper change with respect to Americans’ embrace of the gig economy. The gig economy is characterized by short-term, flexible jobs that businesses offer to freelancers and independent contractors instead of traditional, full-time employees. What seemed like a gradual uptick in interest for freelance and gig work up until 2019 has now exploded into the mainstream.

While approximately 156 million Americans, about half the U.S. population, gets health insurance through an employer, now more than one-third of the workforce works in the gig economy full- or part-time,. ~~according~~According to Upwork’s, ~~study~~64 ofmillion ~~the~~Americans ~~U.S.~~freelanced ~~independent~~in ~~workforce~~2023, ~~“Freelance~~which ~~Forward:2020.”~~is ~~Covid~~an all-19time ~~only~~high ~~accelerated~~and ~~this~~represents ~~trend~~38% ~~towards~~of the ~~gig~~US ~~economy~~workforce. This ~~with~~is ~~Upwork’s~~an ~~data~~increase ~~showing that 12%~~ of ~~workers~~4 ~~started~~million ~~freelancing during~~from ~~the pandemic~~2022. And ~~there~~this ~~may~~trend beis nocontinuing as ~~turning~~over ~~back; 60~~85% of ~~people~~freelancers ~~who~~say ~~had~~the ~~taken~~best updays are ahead for freelancing, ~~reported~~and ~~that~~according noto ~~amount~~Statista, ofthis ~~money~~number ~~would convince~~is ~~them~~expected to ~~take~~swell ato 90 ~~traditional~~million ~~job~~by ~~again~~2028.

~~The pandemic also magnified the~~Despite ~~fundamental problems in~~ the traditional employer benefit system for Americans. People who lost their jobs and took up independent work were forced to find their own benefits or go without coverage during the pandemic. Today, nearly 70 million Americans, representing more than one-third of the total U.S. workforce earn income as freelancers and that figure is expected to swell to 90 million to by 2028, according to Statistica. Despite the trend however, this group of people are underserved from a health coverage standpoint compared to W2 full-time employees. ~~The~~Per ~~challenge~~a ~~of accessing~~study ~~benefits~~by ~~isn’t~~the ~~just~~Medical ~~limited~~Expenditure toPanel ~~independent~~Survey, ~~workers~~one ~~either.~~in ~~Many~~four ~~employees, particularly part~~self-~~time~~employed ~~employees,~~workers dolack ~~not~~health ~~have~~insurance ~~access to benefits through their employers~~coverage. ~~As of January 2022~~Consequently, ~~the~~it ~~Bureau~~is ~~of Labor Statics reported over 25 million part-time workers are in~~imperative ~~the~~to ~~US.~~identify ~~With~~ways ~~this~~to ~~changing~~improve ~~workforce,~~health ~~the~~care ~~needs~~insurance ofaccess ~~independent~~for ~~and~~self-employed ~~part~~working-~~time~~age ~~workers~~US ~~will only become more central in the U~~adults.S.

The Under and Non-Insured

And then there is the growing under and non-insured adults. According to findings from the Commonwealth Fund Biennial Health Insurance Survey in 2022, 43% percent of working-age adults were inadequately insured. These individuals were either uninsured (9%), had a gap in coverage over the past year (11%), or were insured all year but were underinsured, meaning that their coverage didn't provide them with affordable access to health care (23%).

Further, 46% of respondents said they had skipped or delayed care because of the cost, and 42 % said they had problems paying medical bills or were paying off medical debt. Half (49%) said they would be unable to pay for an unexpected $1,000 medical bill within 30 days.

These promising macro-economic trends and our expanding capabilities in health and well-being solutions together create substantial opportunities for on-demand, consumer-driven healthcare to tackle the most pressing and universal healthcare challenges. Health Karma is uniquely positioned to address these challenges through our affordable, easily accessible online health and well-being solutions. By aligning with consumer demand, our offerings provide health plans, employers, the independent freelance worker as well as the under and non-insured with cost-effective alternatives which not only meets their beneficiaries' needs but also addresses critical pain points such as workers' compensation claims and related costs.

Our Market Channels:

Below are the various market channels we are using to address the various Market Opportunities;

Employer Groups

Providing health benefits to employees is costly, complicated, and time-consuming for SMBs. While larger organizations are starting to realize the cost of traditional group health insurance is becoming unsustainable, the annual rate hikes and increasing premium prices are even more of a concern for SMBs with smaller budgets to dedicate to their employees’ healthcare.

Small and medium-sized businesses (SMBs) often struggle to meet the minimum participation requirements for group health insurance plans. This challenge arises because many employees are covered under parents' insurance, qualify for Medicare, or simply opt out of group plans. Additionally, SMBs' reliance on part-time and 1099 contract workers further limits eligibility for traditional health insurance. Health Karma offers a flexible health benefits solution tailored for SMBs. Our platform provides comprehensive benefits, resources, tools, and advantages typically available only to large corporations. With Health Karma, SMB owners can afford solutions that contribute to healthier and happier employees. With fewer tiers in the organization’s hierarchy and less people involved in the decision-making process, one of the benefits to working with SMBs is they generally have a much quicker buying process than larger employers.

Health Karma is focused on 3 types of employers

Employers that don’t offer insurance or that have a high number of part time, 1099, or employees without social security numbers. These types of employees face significant challenges. These types of employees often represent the highest turnover, which incurs substantial costs. Traditional health insurance plans do not consider these employees eligible for benefits, and even if they were, the expense of health insurance remains prohibitively high. These employers likely want to provide some form of benefits to reduce turnover and associated costs but find current options unaffordable.

Employers that offer health insurance coverage that have a high deductible. Due to persistent double-digit increases in health insurance costs, many companies have been forced to raise deductibles annually. As a result, it is common to see plans with deductibles as high as $3,000 for individuals and $6,000 for families. This creates a significant financial burden for employees, who may hesitate to seek necessary mental health counseling or medical care due to out-of-pocket costs. These financial constraints, coupled with rising expenses for essentials such as gas, food, and rent, can deter employees from addressing health issues early. Unaddressed health concerns often escalate into crises, leading to lost work time, reduced productivity, and additional costs for employers.

Employers that have high Workers Comp claims. According to the National Safety Council, in the United States in 2021, a worker was injured on the job every 7 seconds, leading to approximately 7 million workplace injuries annually and total costs exceeding $160 billion. Around 70% of these injuries are minor and do not require clinical intervention. The primary causes—overexertion, slips, trips, falls, and contact with equipment—account for 86% of all workplace injuries. The issue is further complicated by fraudulent injury claims, often driven by aggressive litigators, which if considered a legitimate business, would rank among Fortune 500 companies. Small and medium-sized businesses (SMBs) face significant challenges in managing these injuries due to limited resources, often resorting to urgent care or emergency room visits regardless of injury severity. Additionally, compliance with state workers' compensation regulations and OSHA injury reporting requirements imposes a substantial burden on smaller businesses that lack dedicated risk management personnel.

Health Insurance Brokers, General Agencies, Third Party Administrators, and Insured Health Benefits Providers

Most employers do not manage benefits selection alone; thousands of licensed and trained insurance brokers serve as trusted advisors to small and large businesses, guiding them through the complexities of benefits management. According to National Small Business Association, 80% of small and midsize businesses rely on insurance brokers for benefit management. These brokers act as key intermediaries between insurance carriers and the widely dispersed SMB population, which often lacks the dedicated personnel and technology budgets to make fully informed benefit decisions on their own. By educating SMBs about their health benefit options, insurance brokers and agents play a crucial role in helping clients select the right products.

In the sales, education, and distribution of health benefits to small and mid-size employers, individuals, associations, and some large employers, insurance brokers play a crucial role. Brokers engage directly with business owners and human resources teams to sell or renew policies, adjusting based on specific needs. These relationships are often cultivated over many years, with companies relying heavily on their brokers for annual advice on benefit packages. Additionally, brokers seek to expand their business by offering unique benefits that attract new clients. It is common for employers to consult with their brokers before adding any new health benefit.

To enhance and accelerate the expansion of our health insurance broker relationships, we partner with general agencies, managing general agents, insured health benefits providers, and third party administrators. These organizations offer brokers the administrative support, product education, and foundational resources needed to grow their business. By collaborating with these entities, we gain access to hundreds of brokers without the need to individually onboard and train each one. This approach significantly streamlines our expansion efforts and maximizes our reach in the market.

In addition, our unique Health Karma 1st Moment Solutions have attracted the interest of health insurance companies, health sharing organizations, and health benefits providers. These organizations, which we refer to as "resellers," are integrating our solutions into their product offerings at a wholesale price, enabling them to bundle or package our offerings with their core products and programs. This strategy allows us to leverage their extensive sales and marketing efforts, thereby amplifying our reach and impact in the marketplace.

Associations, Chambers, PEO’s, Other Membership Organizations

Our distribution strategy significantly benefits from our partnerships with Associations, Chambers of Commerce, Professional Employer Organizations (PEOs), and similar entities, allowing us to effectively reach highly targeted member populations and expand our market presence. These organizations typically generate revenue through member dues and non-dues revenue, and Health Karma enhances both streams. By entering agreements with us, these organizations can offer Health Karma 1st Moment Solutions to their end-user customers or members as a benefit, reward, loyalty program component, or part of existing products and services. This integration helps increase member dues and foster membership growth, while also providing a new source of non-dues revenue through a revenue-sharing model on new memberships driven by the organization. Our partnerships thus enhance the value proposition for members and create tangible financial benefits for these organizations.

Municipalities and Public Service Departments

According to data from the National League of Cities, there are 36,000 municipalities and local governments in the United States, including 18,700 municipalities with populations under 50,000, 16,360 towns and townships, and 4,031 county governments. These smaller municipalities and governments face the same issues as smaller companies, such as managing many 1099 workers, part-timers, and employees with limited health benefits, as well as handling workplace injuries, work comp claims, fraud, and reporting requirements. Our Health Karma Solutions specifically address these issues and pain points.

When examining the Public Service Departments and the First Responder market, according to the National Law Enforcement Officers Memorial Fund, there are over 800,000 law enforcement officers in the U.S.; the U.S. National Fire Department registry reports 1.2 million firefighters, including 795,000 volunteers; the National Association of State EMS Officials cites 219,000 EMS professionals; and the U.S. Bureau of Labor Statistics notes approximately 400,000 correction officers, all represented by 75,000 departments or organizations. This constitutes a significant market opportunity for our Responders 1^st Moment Solutions to address trauma, PTSD, disability, and suicide ideations among First Responders. Additionally, this does not account for the 800,000 ER nurses and doctors according to Zippia Emergency Room Statistics and the NIH, or the 2 million active and reserve military personnel reported by Defense Department data, and over 2 million retired military according to Statista 2023, all of whom can benefit from our solutions.

Colleges, Universities, High Schools

According to the National Center for Education Statistics (NCES), there are approximately 6,000 colleges and universities in the U.S., with 4,000 being degree-granting institutions. The National Student Clearinghouse Research Center reports that undergraduate enrollments in 2021 were 17.5 million, representing a nearly 10% decline following the pandemic, and almost 600 institutions have closed over the past three years. As a result, retention and recruitment have become critical issues for higher education, alongside increasing concerns about supporting the mental and emotional well-being of their student population. Additionally, the NCES indicates there are approximately 24,000 secondary or high schools in the U.S. With the mental health crisis impacting both colleges and high schools, the emphasis on providing confidential emotional and behavioral health support programs is growing. Our Health Karma Academic 1^st Moment Solutions offer an excellent solution to address this crisis.

Opportunistic Mergers & Acquisitions and Product Development

Health Karma is well positioned to further expand our solutions through opportunistic acquisitions or product development that responds to the evolving and expanding needs of our client base. Our technology platform is designed for easy integration with non-native technologies, offering a single cohesive experience. We plan to take a disciplined approach to strategically acquire complementary capabilities and service lines, which may include healthcare FinTech platforms, third-party providers. TPA’s, wellness and coaching platforms, workers comp solutions, and other virtual behavioral and care coordination platforms.

Our Technology

The Health Karma's technology infrastructure is a highly scalable, agnostic platform that integrates all key functions to support ongoing growth and client needs. Core features include:

Platform Agnosticism: Effortless implementation of new functionalities and smooth integration with various external systems.

Scalability: Efficiently scales to accommodate service expansion and increased user interactions.

Comprehensive Integration: Integrates critical functions like bulk membership data uploads, billing, multiple user portals, and comprehensive login capabilities.

Adaptability: Easily adaptable to new products and services, allowing tailored client solutions and swift market response.

Third-Party Integration: Supports seamless integration with third-party content and services.

Compliance and Security: Ensures HIPAA-compliant data security and privacy.

Multi-Functional Support: Includes administrative tools such as forms, agreement templates, CRM, and admin panels.

This robust platform positions Health Karma to meet growth demands and innovate, delivering exceptional value to members, partners, and clients.

Our Sales & Marketing

Health Karma prioritizes member growth through a strategic distribution channel that leverages direct sales, independent referral partners, and channel consultants alongside key influencers. We employ customized marketing and sales strategies tailored to each distribution and market channel, including account-based marketing, business development initiatives, and dedicated client service focused on acquiring new clients and engaging members during enrollment. This comprehensive approach achieves optimal results while maintaining a lean direct sales force. By harnessing the power of resellers, channel partners, and other organizations, we bolster our reach and drive significant revenue growth, efficiently scaling our operations while capitalizing on the expertise and connections of our valued partners.

~~We believe that favorable macro-economic~~Our ~~trends,~~Customer/Client inServices ~~combination with the expansion of our capabilities, present significant opportunities for on-demand~~ and consumer driven healthcare to address the most pressing, universal healthcare challenges through solutions, such as the Health Karma’s. At the same time, the emergence of technology platforms solving massive structural challenges in other industries has highlighted the need for similar solutions in healthcare. We believe there is a significant opportunity to solve these challenges through affordable easy-to access online solutions to health and wellcare, such as ours, that matches consumer demand, offering health plans and employers an attractive, cost-effective healthcare alternative for their beneficiaries, and addressing pain points such as work comp claims and costs. We believe that MediXall Group provides solutions to address these challenges.Support

At Health Karma, ~~Platform~~we recognize the significant responsibilities our clients bear in running their businesses effectively. To support them, we offer comprehensive end-to-end client support, including full profile data conversion and import, live onboarding, and technical support through telephone, email, and screen sharing. Additionally, we provide in-software self-service tools and educational resources to empower our clients, ensuring every Health Karma member has the best possible experience.

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Complete Solution to Manage the Consumer Healthcare Journey

Health Karma offers a simple and intuitive consumer experience that enables our users to take control of their health care decisions.

That experience begins with trust and engagement, which we earn by providing our users with features that help them navigate the many disconnected elements of the healthcare ecosystem. When our users adopt these tools, we not only streamline their day-to-day interactions with the healthcare system and improve user satisfaction, but we also obtain valuable data that enables a better understanding of their unique health care needs. Trust, engagement, and personalized data allow us to guide our users to the providers that can give them the right care, including virtual care, at the right time and right cost. Our technology stack will also permit us to offer personalized insights and benefits. Our ability to deliver a high-value product, in turn, creates more trust, engagement, and in time, enhances our ability to provide personalized, data-driven insights.

An important aspect of our approach to building trust and engaging members is to engage with them through whatever channel is most comfortable for them. Whether it is a secure in-app message to answer coverage and benefit questions, a consultation with a licensed medical provider in the middle of the night through our telehealth offering, talking immediately with a licensed, behavioral health clinician 24/7/365 to address common emotional well-being and behavioral health concerns, we are there for our users when they need us most. In this way, we are building a consumer-centric experience more similar to what consumers experience from a best-in-class technology or consumer products company than from a traditional health care organization.

Our management and team have shared values in bringing our brand to life through materials, communications, content and interactions. From the first touch point our members feel our commitment to delivering a service that focuses on their needs. In addition to employing A/B testing to increase engagement and utilization, we simplify the often-complex language used in health care and insurance so that our users feel confident and comfortable with the choices they make.

Our MediXall Group Solutions:

Health Karma

Whether a member is insured or uninsured, their Health Karma membership makes it easy for them to access healthcare services through a convenient, virtual platform. For an affordable monthly cost, members get access to the following programs:

$0 Co-Pay services:

Virtual Primary Care Physician (PCP) – - Our Primary Care team will manage our members’ health in many of the same ways as a traditional primary care physician – just over the phone or through video chat, and without any charges outside of the monthly membership fee. With Virtual Primary Care members can:

· Pick a dedicated provider from the Health Karma network that will see the member at every follow up visit.

· Manage chronic conditions like asthma and diabetes with ongoing treatment plans.

· Receive prescriptions for treatment as needed.

· Make an appointment to connect by phone, computer, or tablet from any location that is convenient for the member.

· Pay $0 when members have an appointment - all visits are included in the membership fee.

· Request and get an appointment in as few as 24 hours!

· Receive an annual wellness visit with a metabolic panel (see all tests included in the panel in the details) included for $0.

Urgent Medical Care – When care can’t wait, members can request Virtual consultations with a licensed Medical Doctor 24/7/365 for non-emergency incidents which require care within 24 hours, like colds, flu, stomach ailments, UTIs, and more. Health Karma members can use Urgent Care when they have minor illnesses or injuries that can't wait to be treated or that can be fully addressed in one or two visits.

Emotional Well-Being and Behavioral Health - Getting help with emotional health can be difficult. Health Karma provides on-demand, in-the-moment support wherever members call from by connecting them and their immediate family with a master’s level therapist. The therapist can help our members with concerns like anxiety, stress, depression, addiction, and any other life/work balance or emotional health issue. Consultations are available 24/7 for immediate, in-the-moment help — no need for a call-back or to schedule a consultation. Consultations are confidential and are generally up to 30 minutes in length. In addition, when appropriate, the therapist may provide our members guided solutions materials via email. The clinician may also suggest additional steps and referrals to other resources and professional care. Health Karma’s Virtual Behavioral Health Solution includes:

· 24/7 immediate in-the-moment consultations with master’s level behavioral health clinicians

· Secure, HIPAA compliant virtual consultations up to 30 minutes in duration

· Intake and assessment of the member’s problems/concerns at the time

· Personally directed clinically recommended, “guided solutions” addressing members concerns.

· When an employee or family member calls in multiple times a year for the same specific issue, our clinicians may make recommendations for appropriate additional levels of care.

Health Karma Pets - 24/7/365 virtual consultations with licensed veterinarians to discuss pet health, wellness, behavioral, and training issues. Includes a Pet Drug Card with prescription savings up to 75% at pharmacies nationwide.

Message Medical Specialists with 24-hour response - Ask medical questions to our board-certified physicians, psychologists, pharmacists, dentists, dietitians, and fitness trainers.

$0 Copay Medications - access to 37 commonly prescribed medications ranging from antibiotics to pain management, and more, at no charge.

Psychology – Scheduled access to a licensed Psychologist available M-F 8:00 am - 5:00 pm central standard time. Each up to 45-minute session fee is $100.

Psychiatry – Consult with a US- based board-certified Psychiatrist who can diagnose, treat, and prescribe medication with no referral required. The initial scheduled consultation fee is $215 with follow up consultation fees being $100 per visit

HealthCare Advocate – Access to dedicated subject-matter experts who provide professional support regarding healthcare costs, benefits coverage, in-network providers, second opinions, help with medical bills, insurance plans, etc.

Discount Programs

Health Karma Rx – With Health Karma Rx, our members have access to prescription savings with discounted pricing of approximately 60% on average, available through 65,000 pharmacies across the U.S.

Lab Services – Up to 50% discount at participating Quest Diagnostics lab facilities. Lab services include tests for wellness, women's health, sexual health, and other common tests.

Dental Services - As part of the Health Karma membership, members have access to discount saving program offered by an industry leader in dental care Careington International Corporation. With one of the largest dental networks in the nation and its member-transparent pricing, Careington International Corporation is one of the most recognized professional dental networks in the nation. With our dental program Health Karma members can save 20% to 50% on most dental procedures including routine oral exams, unlimited cleanings, and major work such as dentures, root canals, and crowns.

Vision Services – Our discount vision program offers Health Karma members savings on eye care and eyewear the VSP Vision Savings Pass. Special prices on eye care and eyewear through trusted, private-practice Vision Saving Pass (VSP) network of doctors with15-20% savings on eye exams and special pricing on glasses and sunglasses.

Hearing Services – Health Karma members have access to hearing aid discounts from 30% to 60% at over 5,500 network providers nationwide through EPIC Hearing. Additional no charge services include routine hearing test, one-year supply of batteries, extended manufacturer’s warranty, and follow-up visits for one year.

Vitamins and Supplements – Health Karma members save 25% off Swanson Brand products and 5% - 15% off most other products on Swanson website; plus free shipping on orders over $50; and 100% money-back guarantee.

Workers 1st Call & Report Solution

Work comp cost and claims are a major issue for all businesses but especially for SMBs.

· The National Safety Council estimates that the total cost of work injuries in 2020 was $164 billion; representing a cost of $1,100 per employee.

· If work comp fraud were a legitimate business, it would rank among Fortune 500 companies according to Property Casualty 360.

· Finally, filing all the required state and OSHA work comp reports is a huge burden for SMBs. Liberty Mutual: delayed reporting of an injury by 1 week increases claims by 10%, & 30 days by 50%

Seventy percent of physical workplace injuries are minor and do not require sending the injured worker to Urgent Care or the ER. Overextension, slip, trip, falls, contact with equipment account for 86% of injuries according to the NCCI. Further “presenteeism” meaning being at work but distracted are one of the primary causes of workplace injuries. According to Workers Compensation.com, 75% of employees struggle with an issue which affects their mental health.

Workers 1st Call & Report is a pre-claim, preemptive, 24/7/365 solution for both physical and mental injuries and incidences addressing all these issues by providing the following solutions:

· Virtual 24/7/365 immediate on-demand consultation with master’s level behavioral health clinicians to address employees emotional and behavioral issues thereby keeping them focused, on-the-job and safe

· Behavioral Risk Mitigation support for Frontline supervisors via coaching with experienced behavioral health clinicians to provide immediate support to identify and assist possible “at-risk” employees.

· 24/7/365 telehealth access to US-based Registered Nurses employing a proprietary algorithm which provides the proper level of care for the injured worker. 9 years of evidenced-based results with thousands of companies show that over 43 % of the injuries can be handled with self- or home-care vs Urgent Care or ER thereby preventing a work comp claim.

· Immediately after the triage, the RN prepares and distributes all the required reports including the Incident Report, Provider Notice, First Report of Injury, and the OSHA reports.

Responders 1st Call Solution

Our First Responders need support to address the stress, anxiety, depression and suicide ideation on them and their immediate family. With traumatic incidents impacting First Responders and medical personnel and the cost of mental health claims and suicides in those populations, Responders 1st Call was created to help First Responders and their families through emotional and behavioral health concerns. The Responders 1st Call offering includes:

· Trauma Helpline – provides 24/7/365 confidential, informal, and anonymous consultations with experienced behavioral health clinicians experienced in critical incident stress management and guides First Responders to compartmentalize trauma.

· Behavioral Health Consultations for all immediate Family members - address and alleviate work or personal behavioral/emotional health issues.

· Behavioral Risk Management Consultations – provides management with in-the-moment support to quickly identify, deal with, and deploy appropriate resources for "at-risk" employees.

· Peer Support, Wellness, HR Consultations – provides guidance for intervention strategies, helps determine when a situation is emergent or high-risk, strategizes how to refer/connect a fellow responder to a clinician trusted by the agency/employer.

· Virtual EMDR – An online virtual treatment to overcome PTSD and trauma through Virtual Eye Movement Desensitization and Reprocessing. The program is endorsed by the World Health Organization, Veterans Administration, Dept of Defense, American Psychiatric Assoc.

Student 1st Call Solution

The students at our colleges and universities are dealing with emotional health. Returning to campus, regenerating friendships, lack of trust, loss of hope are a few reasons why students need a dedicated confidential, anonymous “in-the-moment” emotional health support program. Student 1st Call was created for universities and school districts to delivers this to their student base. Student 1st Call provides:

· 24/7/365 confidential and anonymous in the moment tele- or secure video behavioral health consultations and assessments by experienced master’s level clinicians

· Consultation and training for faculty and staff to help identify and provide support for “at-risk” students

· Referral if required to additional mental health care and treatment if assessed as necessary

· Medical benefit coordination with the student’s or parents’ health coverage if required

Our Growth Opportunities

Expand clients and B2B offering. We expect to meaningfully expand our B2B channel through both the addition of new employer and group clients, as well as a focus on driving deeper penetration rates within our existing clients. We plan to add new B2B clients by contracting with additional regional and national general insurance agencies, accelerating our outbound marketing efforts, leveraging our broker and consultant relationships and continuing to penetrate the massively underserved part-time, independent, and the smaller employer worker market. Additionally, we are focused on further developing our dedicated internal B2B sales team solely focused on expanding our B2B client base across our different verticals as well as driving penetration within existing contracts by cross-sales with our various MediXall Group solutions –an effort we expect to drive significant traction within the near-term. Within our existing employer base, we plan to drive penetration and engagement with an invested focus on client success. Additionally, because of our embedded position serving the B2B customer base, we believe we are well-positioned to innovate and lay the groundwork for additional services that drive value for their members such as navigation across the ever-changing health and wellness landscape.

Continue expanding B2C user base through Associations and increase engagement. Through our expanding client base of associations and performance marketing initiatives drive penetration with these associations, we will continue to focus on growing consumer member acquisition and activation. We expect this strategy to be further complemented by sustained investment in our platform capabilities, as well as through continuing to leverage our growing brand awareness. We believe our growth opportunity in both health and wellness to be substantial. In addition, as a result of the end-to-end nature of our platform, we believe we are well-positioned to create care continuity for our members across a broader range of health and wellness verticals. We plan to drive further engagement of our existing member base by expanding our offerings beyond our current programs to include capabilities such as enhanced behavioral and emotional well-being offerings, wearable (i.e. Apple Watch, FitBit) integration, Wellness challenges and rewards, and medical records transfer in order to drive higher member lifetime engagement and value. We use a strategic and disciplined approach to scaling our marketing budget, as we believe we are able to achieve efficient spend levels on a per-customer basis by leveraging the Health Karma brand, the breadth of our MediXall Group solutions, and strong relationships with outbound and inbound marketing channels.

Opportunistic M&A and Product Development. We are well positioned to further expand our solution set through opportunistic acquisitions or product development responsive to the evolving and expanding needs of our client base. Our technology platform is built to easily integrate with non-native technologies and to offer a single cohesive platform. We plan to use a disciplined approach to strategically acquire complementary capabilities and service lines. These may include, but are not limited to, healthcare FinTech platforms, Third-party data providers, wellness and coaching platforms, workers comp solutions, and other virtual behavioral and care coordination platforms.

MediXall Group Technology

The underlying technology for MediXall Group is a highly scalable, integrated, application program interface or API-driven technology platform. This enables the platform to accommodate the seamless and quick introduction of new services, technologies and functionality that we have introduced through strategic partnerships.

Our platform is built on a modern cloud-based technology stack, employing Agile development cycles and a DevOps approach to infrastructure. This approach allows us to evolve and improve our platform at a faster pace than using a traditional software development and infrastructure management process. Our technology platform is updated frequently, without long upgrade cycles. Our modular, service-oriented architecture utilizes API standards for ease of implementing new functionalities and integrating with external systems. By designing our product as a platform, we have created an overarching infrastructure where consumer data, preferences, and third-party partners can all interact through Health Karma’s API. Data is the heart of our technology so because of this we have the potential to integrate machine learning and natural language processing to automate recommendations and workflows, uncovering insights that we can incorporate back into the design platform.

This enables our platform to act as a sales channel for other companies. We can deliver other’s state-of-the-art technology and applications through our platform. Similar to other two-sided marketplaces, the platform can bring innovative new products to consumers and employers, while at the same time opening up distribution and revenue opportunities for other health companies. Furthermore, we believe that this will generate a virtuous cycle, leveraging our growing customer base to attract the best healthcare partners (and vice versa)-increasing value for all stakeholders.

Our proprietary technology platform powers all aspects of our company: engaging members, supporting partners, and advancing business objectives. Our technology is grounded in human-centered design thinking and leverages insights from behavioral interaction. Our product designers and engineers collaborate closely with our operational team members, as well as healthcare advisors and partners in the Health Karma Network to observe and then optimize workflows. We employ user testing and experiment-driven design (such as A/B testing) to enhance our member and partner experiences.

With the opportunities and growth trajectory in front of the company, we believe our skilled internal development team is uniquely positioned to make critical real-time product development decisions, enabling us to be responsive and stay ahead of the competition.

Sales & Marketing

MediXall Group focuses on member growth through the distribution channel partners previously described. We use marketing and sales strategies tailored for each distribution and market channel to reach consumers, employees, as well as employee benefits leaders. Employer marketing and sales strategies also include account-based marketing, business development initiatives, and client service teams focused on customer acquisition, employee enrollment, and member engagement. We derive employer sales through a direct sales force, focused on large enterprises, and channel partners primarily for small and medium businesses and organizations, which enables us to distribute all our MediXall Group solutions to the market efficiently.

Employer Sales & Marketing

With the roll out of MediXall Group solutions to employers, we are developing and expanding our in-house employer sales force to be comprised of sales professionals who will be organized by each of the unique MediXall Group solution, geography, customer size, and industry. We support our sales force in several ways, including through account-based marketing resources and the deployment of a business development team to educate employer decision makers on the benefits of offering Health Karma to their employees. We also leverage sales analytics to further support lead generation. Additionally, our account management and client success team actively manages our customer accounts, provides in-depth support, and cross-sells the client to other MediXall Group solutions which address their pain points.

Also, we work with channel partners such as associations, chambers, payroll and professional employer organizations to reach small and medium businesses and organizations. Additionally, we partner with select regional and national benefits brokers and consultants to educate and sell potential customers on our offerings.

Consumer Sales & Marketing

When we market and sell directly to individuals, we initially plan to focus on increasing brand awareness, followed by performance marketing targeted toward user acquisition, activation and engagement.

Our marketing strategy in new markets is primarily centered on increasing overall brand awareness, familiarity, consideration and ultimately enrollment. We have carefully developed a robust marketing plan to achieve these objectives:

· SEO, Social & Traditional - We will drive brand awareness and conversions to our platform using social media marketing via Facebook, LinkedIn, Twitter, Instagram, Snapchat, YouTube, and others. In addition, we plan to leverage SEO & SEM (Search Engine Optimization & Search Engine Marketing) to enhance MediXall Group’s search presence both organically and paid.

· Content Marketing - We consistently release marketing content through our blog that aims to educate our audience about the value that our services provides. We also develop thought leadership content such as whitepapers, eBooks, and infographics and use public relations to secure earned media placements. Our content marketing efforts aim to influence and persuade readers without having to rely solely on conventional direct selling tactics.

· Influencer Marketing - We will launch an initiative to guest blog articles and features in healthcare, personal finance, and startup tech publications like TechCrunch, Wired, VentureBeat, and other outlets in our industry. Additionally, we participate in industry conferences, and may partner with media outlets, event venues, local businesses, and social media influencers to increase brand awareness.

As brand awareness increases in more established markets, we shift our efforts to performance marketing focused on both customer acquisition and engagement. Our performance marketing initiatives include customized task-based in-app messages and email communications to drive engagement among members, in addition to more targeted advertisements through direct mail, Google Search, YouTube and social media for member acquisition.

Customer and Client Services and Support

We believe that because our clients and employer customers bear an enormous responsibility to successfully run their businesses day in and day out, they welcome our support to provide end-to-end customer support, including full profile data conversion and import, live onboarding and technical support via telephone, email, and screen sharing; in-software self-service tools; advanced professional services; and educational events. Our dedicated support team is focused on seeking to ensure that every MediXall Group member has the best possible experience.

Customer & Client Onboarding. We onboard new customers and partners with live training sessions delivered via telephone and web conference. These trainings are supplemented by self- service setup checklists, online help materials and webinars.

Customer & Client Success. To identify opportunities for greater adoption of our products and services and to further help our customers be more successful on our platform, we engage with them to better understand their business goals, objectives, and pain points; provide targeted education about relevant features, products and services as well as business best practices; and develop a recommended success plan with periodic outreach to check in on their progress.

Ongoing Customer Support. Inclusive with being a member of the Health Karma Partner Program, we offer customer service and support via phone, chat, emails and self-help knowledge centers. All customer service and support is provided by our in-house personnel who are invested in MediXall Group’s core values and are closely connected to our Product, Technology and Experience team.

Competition

While we believe there are currently no direct competitors that offer the full suite of solutions as we do, there are several companies that offer components of telehealth or address conditions that compete with our solutions. These include companies whose primary business is providing and marketing telehealth and health and wellness management, such as the delivery of on-demand access to healthcare and wellness services. We compete with other providers that are larger in scale and generally provide telehealth on behalf of self-insured employers and insurance plans. Within parts of the behavioral health market, we also compete with public and private organizations with similar product offerings for consumers. Competition focuses on, among other factors, technology, breadth and depth of functionality, range of associated services, operational experience, customer support, extent of customer base, and reputation.

Regulatory Environment

Participants in the health care industry are required to comply with extensive and complex laws and regulations in the United States at the federal and state levels as well as applicable international laws. Although many regulatory and governmental requirements do not directly apply to our business, our customers are required to comply with a variety of laws, and we may be affected by these laws as a result of our contractual obligations. Similarly, there are a number of legislative proposals in the Unites States, both at the federal and state level, which could impose new obligations in areas affecting our business. We have attempted to structure our operations to comply with applicable legal requirements, but there can be no assurance that our operations will not be challenged or impacted by enforcement initiatives.

Healthcare Reform

Our business could be affected by changes in health care laws, including without limitation, the Patient Protection and Affordable Care Act (the “ACA”), which was enacted in March 2010. The ACA has changed how health care services are covered, delivered and reimbursed through expanded coverage of individuals, changes in Medicare program spending and insurance market reforms. Ongoing government and legislative initiatives may bring about other changes.

While most of the provisions of the ACA and other health care reform legislation will not be directly applicable to us, they may affect the business of many of our customers, which may in turn affect our business. Although we are unable to predict with any reasonable certainty or otherwise quantify the likely impact of the ACA, any amendment or repeal of the ACA, or other health care reform on our business model, financial condition, or results of operations, negative changes in the business of our customers and the number of individuals they insure may negatively impact our business.

Requirements Regarding the Privacy and Security of Personal Information

U.S.- HIPAA and Other Privacy and Security Requirements. There are many U.S. federal and state laws and regulations related to the privacy and security of personal health information. Additionally, regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”), establishes privacy and security standards that limit the use and disclosure of protected health information and require the implementation of administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form. Any health plan customers, as well as health care clearinghouses and certain providers with which we may have or may establish business relationships, are covered entities that are regulated under HIPAA. The Health Information Technology for Economic and Clinical Health Act (“HITECH”), which became effective on February 17, 2010, significantly expanded HIPAA’s privacy and security requirements. Among other things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates,” who are independent contractors or agents of covered entities that create, receive, maintain, or transmit protected health information in connection with providing a service for or on behalf of a covered entity. Under HIPAA and our contractual agreements with our customers, we are considered a “business associate” to our customers and thus are directly subject to HIPAA’s privacy and security standards. In order to provide our covered entity customers with services that involve the use or disclosure of protected health information, HIPAA requires our customers to enter into business associate agreements with it. Such agreements must, among other things, require us to:

· limit how we will use and disclose the protected health information; · implement reasonable administrative, physical and technical safeguards to protect such information from misuse; · enter into similar agreements with our agents and subcontractors that have access to the information; · report security incidents, breaches and other inappropriate uses or disclosures of the information; and, · assist the customer in question with certain duties under the privacy standards.

implement reasonable administrative, physical and technical safeguards to protect such information from misuse;

enter into similar agreements with our agents and subcontractors that have access to the information;

report security incidents, breaches and other inappropriate uses or disclosures of the information; and,

assist the customer in question with certain duties under the privacy standards.

In addition to HIPAA regulations, we may be subject to other state and federal privacy laws, including laws that prohibit unfair or deceptive practices and laws that place specific requirements on use of data. Such state laws can be similar to or even more protective than HIPAA, in which case we must comply with the more stringent law. As a result, it may be necessary to modify our planned operations in order to ensure we are in compliance with the stricter state laws.

Data Protection and Breaches. In recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of individuals’ personal information. Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals and state officials. In addition, under HIPAA, we must report breaches of unsecured protected health information to our contractual partners within 60 days of discovery of the breach. Notification must also be made to HHS and, in certain circumstances involving large breaches, to the media. Under the GDPR, the data controller is required to report personal data breaches to the supervisory authority within 72 hours of discovery of the breach.

We have implemented and maintained physical, technical and administrative safeguards intended to protect all personal data and have processes in place to assist it in complying with all applicable laws, regulations and contractual requirements regarding the protection of these data and properly responding to any security breaches or incidents. However, we cannot be sure that these safeguards are adequate to protect all personal data or to assist us in complying with all applicable laws and regulations regarding the privacy and security of personal data and responding to any security breaches or incidents. Furthermore, in many cases, applicable state laws, including breach notification requirements, are not preempted by the HIPAA privacy and security standards and are subject to interpretation by various courts and other governmental authorities, thereby complicating our compliance efforts. Additionally, state and federal laws regarding deceptive practices may apply to public assurances we give to individuals about the security of services we provide on behalf of our contractual customers.

Other Healthcare Regulations

In addition to data privacy laws, our operations and arrangements with healthcare professionals, clients, and third-party payors may subject us to various federal and state healthcare laws and regulations, including without limitation fraud and abuse laws, such as the federal Anti-Kickback Statute; civil and criminal false claims laws; physician transparency laws; and state laws regarding the corporate practice of medicine and fee-splitting prohibitions. These laws may impact, among other things, our sales and marketing operations, and our interactions with healthcare professionals. We continually monitor legislative, regulatory and judicial developments related to licensure and engagement arrangements with professionals; however, new agency interpretations, federal or state legislation or regulations, or judicial decisions could require us to change how we operate, may increase our costs of services and could have a material adverse impact on our business, results of operations or financial condition.

Other Requirements. In addition to HIPAA, numerous other U.S. state and federal laws govern the collection, dissemination, use, access to and confidentiality of individually identifiable health information and health care provider information. Some states also are considering new laws and regulations that further protect the confidentiality, privacy and security of medical records or other types of medical information. In many cases, these state laws are not preempted by the HIPAA privacy standards and may be subject to interpretation by various courts and other governmental authorities. Further, Congress and a number of states have considered or are considering prohibitions or limitations on the disclosure of medical or other information to individuals or entities located outside of the United States.10

Other Requirements.

In addition to HIPAA, numerous other U.S. state and federal laws govern the collection, dissemination, use, access to and confidentiality of individually identifiable health information and health care provider information. Some states also are considering new laws and regulations that further protect the confidentiality, privacy and security of medical records or other types of medical information. In many cases, these state laws are not preempted by the HIPAA privacy standards and may be subject to interpretation by various courts and other governmental authorities. Further, Congress and a number of states have considered or are considering prohibitions or limitations on the disclosure of medical or other information to individuals or entities located outside of the United States.

~~Corporate History~~Our Employees

~~MediXall Group, Inc. was incorporated~~As onof December 2131, ~~1998~~2023, ~~under~~we ~~the~~had ~~laws~~7 offull-time ~~the~~employees. ~~State~~Over ~~of Nevada under~~ the ~~name~~past of12 ~~IP Gate~~months, ~~Inc. The Company had various name changes since, to reflect changes in~~ the Company’s ~~operating strategies. The Company~~ has ~~the~~significantly ~~following~~reduced ~~wholly-owned~~its ~~subsidiaries:~~workforce ~~(1)~~by ~~IHL of Florida,~~procuring ~~Inc.,~~outsourced ~~which~~marketing ~~is dormant~~expertise, ~~(2)~~utilizing ~~Medixall~~an ~~Financial~~AI-driven ~~Group,~~User ~~which~~Experience/User isInterface ~~dormant,~~ (3UX/UI) ~~Medixaid~~platform, ~~Inc.,~~ and ~~(4)~~outsourcing ~~MediXall.com,~~IT ~~Inc., which were established~~development toand ~~carry~~maintenance. ~~out~~Additionally, ~~the~~we ~~development~~onboarded ~~and~~a ~~operation~~full-time ofsenior ~~our~~accountant ~~healthcare marketplace platform,~~ and ~~(5)~~engaged ~~Health~~a ~~Karma,~~fractional ~~Inc.~~CFO ~~which~~organization ~~was established in 2020~~ to ~~increase~~handle ~~functionality~~our offinancial reporting ~~the~~and ~~MediXall platform~~activities.

We believe that we maintain a satisfactory working relationship with our employees and have not experienced any labor disputes. We recognize the importance of a diverse workforce to our success and are committed to hiring, retaining, and advancing women and underrepresented populations while fostering an inclusive corporate culture. In the future, we intend to evaluate our use of human capital measures or objectives in managing our business, focusing on the development, attraction, and retention of personnel and maintaining diversity in our workforce.

At the core of our business success lies the well-being of our employees. We are dedicated to fostering their health, safety, and overall well-being through a comprehensive array of flexible and convenient health and wellness programs. These benefits include financial security safeguards that support employees and their families during times requiring absence from work or impacting financial stability; tools and resources for maintaining and improving physical and mental health, encouraging healthy behaviors; and personalized benefits allowing choice and customization to meet the unique needs of our employees and their families. By investing in these programs, we demonstrate our unwavering commitment to the holistic well-being of our employees and their families, ensuring they are supported both personally and professionally.

Recent Developments

Clawback Policy

On August 10, 2024, the Company’s Board of Directors adopted a Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement. The Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange Act Rule 10D-1 and with the Nasdaq listing standards.

Pursuant to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered. The Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed. The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to the Company, subject to the terms of the Policy.

The Policy applies to certain incentive-based compensation that is received on or after August 10, 2024, during the three completed fiscal years immediately preceding the Accounting Restatement determination date, as provided in the Policy (the “Covered Period”) while the Company has a class of securities listed on a national securities exchange. The incentive-based compensation is considered “Clawback Eligible Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person became an executive officer and the person served as an executive officer at any time during the performance period to which the incentive-based compensation applies. The “Excess Compensation” that is subject to recovery under the Policy is the amount of Clawback Eligible Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in the listing standards as “erroneously awarded incentive-based compensation”).

Settlement Agreement

At July 25, 2024, the control individuals of TBG, Timothy Hart and Neil Swartz, maintained ownership of 5,066,133 shares of the Company’s Common Stock and $610,000 net balance of any and all debts and related type items owed to them or their related companies. This amounts to $547,650 due to TKCI, which TBG bought out from TKCI, and $62,640 due to R3 Accounting.

On July 25, 2024, the Company entered into a Settlement Agreement with TBG, which released the Company of any and all debts and related type items owed to related parties, TKCI and R3.

ITEM 1A. RISK FACTORS.

Before you invest in our securities, you should be aware that there are various risks. You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-k before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

RISKS RELATED TO OUR BUSINESS

The Company has limited operating history and has a new business model in an emerging and rapidly evolving market.

MediXall is an early-stage development enterprise and lacks any operating history to evaluate in assessing our future prospects. Our business and prospects in light of the risks and difficulties MediXall will encounter as a development stage company in a new and rapidly evolving market must be seriously considered. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results. In addition, we do not know if our business model will operate effectively during the next economic downturn. Furthermore, we are unable to predict the likely duration and severity of any potential adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a prolonged or recurring recession, will not have a significant adverse impact on our operating and financial results.

Limited Control of Our Business Model and Dependance on third parties.

We do not directly offer the services we sell directly to our customers but use third parties. As such, we are very dependent on the relationships with multiple parties as to their ability to provide the services to our customers, their financial variability, pricing, and the quality of the services they provide, including professional malpractice. We could be materially harmed if these third parties are not able to provide such services at a price we can afford. We could be materially harmed if they provide poor service to our customers that could risk cancelation of the service agreements we have. We could also face vicarious legal, reputational, and financial risk if such services provided by our third-party relationships could place us in adverse conditions.

Our auditors have indicated that there is substantial doubt about our ability to continue as a going concern.

To date, we have not been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December 31, 2023 and 2022, we generated operating revenues of $309,422 and $59,268, respectively, and reported net losses of $4,563,406 and $6,830,415, respectively, and negative cash flow from operating activities of $1,229,546 and $3,561,083, respectively. As noted in our consolidated financial statements, as of December 31, 2023, we had an accumulated deficit of $37.2 million. We anticipate that we will continue to report losses and negative cash flow into 2024. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financing.

Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued in this offering, would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Ability to Continue as a Going Concern.”

We cannot assure you that MediXall will be able to develop the infrastructure necessary to achieve the potential sales growth.

Achieving revenue will require that MediXall develop a functional platform and build the necessary infrastructure to support sales, technical and client support functions. We cannot assure you that we can develop this infrastructure or will have the capital to do so and no commitments for needed capital are in place. MediXall will continue to design plans to establish growth, adding sales and sales support resources as capital permits, but at this time these plans are untested. If MediXall is unable to use any of its anticipated marketing initiatives or the cost of such initiatives were to significantly increase or such initiatives or its efforts to satisfy existing clients are not successful, MediXall may not be able to attract clients or retain existing clients on a cost- effective basis and, as a result, our revenue and results of operations would be affected adversely.

The markets that MediXall is targeting for revenue opportunities are emerging within a well-established healthcare industry, are rapidly developing and may change before we can access them.

The markets for traditional internet and mobile web products and services that MediXall is targeting for revenue opportunities are changing rapidly; and the barriers to entry into the niche identified by MediXall are high and require unique experience and qualification. We cannot provide assurance that MediXall will be able to realize these revenue opportunities before they change or before other companies enter or even dominate the market. Furthermore, MediXall has based certain of its revenue opportunities on statistics provided by third party industry sources. Such statistics are based on ever-changing customer preferences due to our rapidly changing industry. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to emerge and intensify in the future, which could adversely affect our ability to increase sales, limit client attrition and maintain our prices.

Our business depends on the development and maintenance of the internet infrastructure.

The success of our services will depend largely on the development and maintenance of the internet infrastructure. This includes maintenance of a reliable network backbone with the necessary speed, data capacity and security, as well as timely development of complementary products, for providing reliable internet access and services. The Internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic. The internet infrastructure may be unable to support such demands. In addition, increasing numbers of users, increasing bandwidth requirements or problems caused by viruses, worms, malware and similar programs may harm the performance of the internet. The backbone computers of the internet have been the targets of such programs. The internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of internet usage generally as well as the level of usage of our services, which could adversely impact on our business.

The nature of the MediXall platform requires sophisticated encryption technology to defend against hacking due to the personal information as well as the financial transaction data that will be utilized by a consumer/patient.

The art of hacking databases for the purposes of obtaining personal information as well as financial information on individuals is increasing substantially. MediXall is aware of these risks and will invest substantially in the development of its platform in accordance with the very latest data encryption/protection technologies; however, there is a real risk that the MediXall platform could be compromised at some point in time exposing the company to lawsuits and unfavorable attention that would adversely impact our business and affect our ability to add clients, consumer/patients or manage attrition on the platform.

Our ability to offer MediXall products and services may be affected by a variety of U.S. laws.

The laws relating to the liability of providers of online and mobile marketing services for activities of their users are in their infancy and currently unsettled within the U.S. Future regulations could affect our ability to provide current or future programming.

We will depend on the services of our executives and outside contractors and providers.

We depend on the services of our executive officers, directors, and outside contractors and providers. The loss of the services of any of our executives could materially harm our business. In addition, we do not presently maintain a key-man life insurance policy on any of our officers or directors.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of other key technical and marketing personnel. The loss of key personnel and the process to replace any of our key personnel would involve significant time and expense, may take longer than anticipated and may significantly delay or prevent the achievement of our business objectives.

Failure to properly maintain effective and secure management information systems, update or expand processing capability or develop new capabilities to meet our business needs could result in operational disruptions and possible loss of data critical to our operations.

Our business will depend significantly on effective and secure information systems and the successful application of these continuously emerging technologies. In the future, these systems could support online customer service functions, provider and member administrative functions and support tracking and extensive analyses of medical expenses and outcome data.

These information systems and applications will require continual investment for maintenance, upgrades and enhancement to meet our operational needs and to handle our expansion and growth. Any inability or failure to properly maintain management information systems, successfully update or expand processing capability or develop new capabilities to meet our business needs in a timely manner could result in operational disruptions, loss of existing customers, difficulty in attracting new customers, impairment of the implementation of our growth strategies, delays in settling disputes with customers and providers, regulatory problems, increases in administrative expenses, loss of our ability to produce timely and accurate reports and other adverse consequences. To the extent a failure in maintaining effective information systems occurs, we may need to contract for these services with third-party management companies, which may be on less favorable terms to us and significantly disrupt our operations and information flow. Furthermore, our business requires the secure transmission of confidential information over public networks. Because of the confidential information we store and transmit, security breaches could expose us to the risk of regulatory action, litigation, possible liability and loss. Our security measures may prove inadequate to prevent security breaches and our business operations and profitability would be adversely affected by cancellation of contracts, loss of members and potential criminal and civil sanctions if security breaches occur.

General economic conditions, industry cycles, financial, business, and other factors affecting our operations, many of which are beyond our control, may affect our future performance.

General economic conditions, industry cycles, financial, business, and other factors may affect our operations. If we cannot generate sufficient cash flow from operations in the future, we may, among other things, be required to take one or more of the following actions:

●

seek additional financing in the debt or equity markets;

●

refinance or restructure all or a portion of our indebtedness;

●

sell selected assets;

●

reduce or delay planned capital expenditures; or,

●

discontinue operations.

In addition, any financing, refinancing, or sale of assets might not be available on economically favorable terms, which may prevent us from future expansion and growth in new markets and, thus, negatively affect our business and financial condition.

Risks Related to Our Intellectual Property

If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unpatented know-how, our ability to compete will be harmed.

Proprietary trade secrets, copyrights, trademarks, and unpatented know-how are also very important to our business. We will rely on a combination of patents, trade secrets, copyrights, trademarks, confidentiality agreements, and other contractual provisions and technical security measures to protect certain aspects of our intellectual property, especially where we do not believe that patent protection is appropriate or obtainable. We will require our employees and consultants to execute confidentiality agreements in connection with their employment or consulting relationships with us. We also will require our employees and consultants to disclose and assign to us all inventions conceived during the term of their employment or engagement while using our property or which relate to our business; however, these measures may not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions. Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior resources. Our employees, consultants, contractors and other advisors may unintentionally or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the event of unauthorized disclosure. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how. Unauthorized parties may also attempt to copy or reverse-engineer certain aspects of the MediXall platform that we consider proprietary. As a result, third parties attempt to use our proprietary technology or information, and our ability to compete in the market would be adversely affected.

RISKS RELATED TO OUR COMMON STOCK

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

Our common stock is quoted on the OTCPK tier of the OTC Markets Group, Inc. (“OTC Markets”). Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American. These factors may result in investors having difficulty reselling any shares of our common stock. Our common stock is not currently publicly traded.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

●

actual or anticipated fluctuations in our operating results;

●

we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

●

overall stock market fluctuations;

●

announcements concerning our business or those of our competitors;

●

actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

●

conditions or trends in the industry;

●

litigation;

●

changes in market valuations of other similar companies;

●

future sales of common stock;

●

departure of key personnel or failure to hire key personnel; and,

●

general market conditions.

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

Our common stock is a “penny stock” under SEC rules, and our warrants may be subject to the “penny stock” rules. It may be more difficult to resell securities classified as “penny stock.”

Our common stock is deemed to be a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we successfully list our common stock on a national stock exchange, or maintain a per-share price above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

●

If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

●

If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

However, investors who have signed arbitration agreements may have to pursue their claims through arbitration.

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future.

The sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These sales also may make it more difficult for us to sell our equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. This risk is significant because of concentrated positions of our common stock held by a small group of investors.

We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock in the future. Any return on investment in our common stock may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition, and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends on our common stock, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). These principles are subject to interpretation by the Securities and Exchange Commission (the “SEC”) and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

~~Employees~~Being a public company results in additional expenses, diverts management’s attention, and could also adversely affect our ability to attract and retain qualified directors.

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~~Web~~To comply ~~Site~~with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and any investigations by the Financial Industry Regulatory Agency, the SEC or other regulatory authorities, could require additional financial and management resources.

~~We maintain a website at gethealthkarma.com. This~~RISKS ~~website~~RELATED isTO ~~not~~HEALTHCARE ~~incorporated in this Annual Report on Form 10-K.~~INDUSTRY

The healthcare regulatory and political framework is uncertain and evolving, and we cannot predict the effect that further healthcare reform and other changes in government programs may have on our business, financial condition, or results of operations.

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. For example, the ACA, which includes a variety of healthcare reform provisions and requirements that may become effective at varying times through 2023, substantially changes the way healthcare is financed by both governmental and private insurers and may significantly impact our industry. Further changes to the ACA and related healthcare regulation remain under consideration. In addition, current proposals to implement a single payer or “Medicare for all” system in the U.S., if adopted would likely have a material adverse effect on our business. The full impact of recent healthcare reform and other changes in the healthcare industry and in healthcare spending is unknown, and we are unable to predict accurately what effect the ACA or other healthcare reform measures that may be adopted in the future will have on our business.

~~ITEM~~The healthcare 1Aindustry is rapidly evolving and the market for technology-enabled services that empower healthcare consumers is relatively immature and unproven. ~~RISK~~If ~~FACTORS~~we are not successful in promoting and improving the benefits of our platform, our growth may be limited, and our business may be adversely affected.

~~Before~~The market ~~you~~for ~~invest~~our inproducts ~~our~~and ~~securities,~~services ~~you~~is ~~should be~~subject ~~aware~~to ~~that~~rapid ~~there~~and ~~are~~significant ~~various~~change ~~risks~~and competition. ~~You~~The ~~should~~market ~~consider~~for ~~carefully~~technology-enabled ~~these~~services that ~~risk~~empower ~~factors,~~healthcare ~~together~~consumers ~~with~~is ~~all~~characterized ofby ~~the~~rapid ~~other~~technological ~~information~~change, ~~included~~new product and service introductions, evolving industry instandards, ~~this~~changing ~~Annual~~customer ~~Report~~needs, onexisting ~~Form~~competition 10and the entrance of non-k ~~before~~traditional ~~you~~competitors. ~~decide~~In addition, there may be a limited-time opportunity to ~~purchase~~achieve ~~our~~and ~~securities.~~maintain Ifa ~~any~~significant share of this market due in part to the ~~following~~rapidly ~~risks~~evolving ~~and~~nature ~~uncertainties~~of ~~develop~~the ~~into~~healthcare ~~actual~~and ~~events,~~technology industries and the substantial resources available to our ~~business~~existing and potential competitors. The market for technology-enabled services that empower healthcare consumers is relatively new and unproven, ~~financial~~and ~~condition~~it oris ~~results~~uncertain ofwhether ~~operations~~this ~~could~~market will beachieve ~~materially~~and ~~adversely~~sustain ~~affected~~high levels of demand and market adoption.

~~RISKS~~Our success ~~RELATED~~depends TOto ~~OUR~~a ~~BUSINESS~~substantial extent on the willingness of consumers to increase their use of technology platforms to manage their healthcare options, the ability of our platform to increase consumer engagement, and our ability to demonstrate the value of our platform to our potential customers. If customers do not recognize or acknowledge the benefits of our platform or our platform does not drive consumer engagement, then the market for our products and services might develop more slowly than we expect, which could adversely affect our operating results. In addition, we have limited insight into trends that might develop and affect our business. We might make errors in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business. If any of these events occur, it could materially adversely affect our business, financial condition, or results of operations.

~~The~~Finally, our ~~Company~~competitors ~~has~~may ~~limited~~have ~~operating~~the ~~history~~ability to devote more financial and ~~has a~~operational resources than we can to developing new ~~business~~technologies ~~model~~and services, inincluding anservices ~~emerging~~that provide improved operating functionality, and ~~rapidly~~adding ~~evolving~~features ~~market~~to their existing service offerings. If successful, their development efforts could render our services less desirable, resulting in the loss of our existing customers or a reduction in the fees we earn from our products and services.

~~MediXall is an early-stage development~~Failure ~~enterprise and lacks any operating history~~ to ~~evaluate~~comply inwith ~~assessing~~extensive ~~our future prospects. Our business~~ and ~~prospects~~complex inhealthcare ~~light~~laws ~~of the risks~~ and ~~difficulties~~regulations ~~MediXall will encounter as a development stage company in a new and rapidly evolving market must be seriously considered. We~~ may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results. In addition, we do not know if our business model will operate effectively during the next economic downturn. Furthermore, we are unable to predict the likely duration and severity of any potential adverse economic conditions in the U.S. and other countries, but the longer the duration the greater risks we face in operating our business. There can be no assurance, therefore, that current economic conditions or worsening economic conditions, or a prolonged or recurring recession, will not have a ~~significant~~material adverse ~~impact~~effect on our ~~operating and financial results~~business.

~~Limited~~Healthcare ~~Control~~is ofan ~~Our~~extremely ~~Business~~complex ~~Model~~and regulated industry in the U.S. There are many laws and ~~Dependance~~regulations that could have a material effect on ~~third~~our business, ~~parties~~ including but not limited to, the HIPAA, and federal and state regulations controlling patient, provider and intermediary relationships. We have taken, and will continue to take, precautions to ensure compliance with applicable statutes and regulations; however, there is no guarantee we will be success in our efforts, and even an unintentional violation of law could have a material adverse effect on our operations and business.

We ~~do not directly offer the services~~ ~~we sell directly to our customers but use third parties. As such, we~~ are ~~very~~subject ~~dependent on the relationships with multiple parties as~~ to ~~their~~privacy ~~ability~~regulations toregarding ~~provide~~ the ~~services to our customers~~access, ~~their~~use ~~financial variability, pricing,~~ and ~~the~~disclosure ~~quality~~ of ~~the~~personally ~~services~~identifiable ~~they provide, including professional malpractice~~information. WeIf ~~could~~we beor ~~materially~~any ~~harmed~~of ~~if these~~ our third-party ~~parties~~vendors ~~are~~experience ~~not able to provide such services at~~ a ~~price~~breach ~~we can afford. We could be materially harmed if they provide poor service to our customers that could risk cancelation~~ of ~~the service~~personally ~~agreements~~identifiable weinformation, ~~have.~~it We could ~~also~~result ~~face~~in ~~vicarious~~substantial ~~legal,~~financial ~~reputational,~~ and ~~financial risk if such services provided by our third-party~~reputational ~~relationships~~harm, ~~could~~including ~~place~~possible uscriminal inand ~~adverse~~civil ~~conditions~~penalties.

~~Our~~State and ~~auditors~~federal ~~have~~laws ~~indicated~~and ~~that~~regulations ~~there~~govern isthe collection, dissemination, access and use of personally identifiable information, including HIPAA and HITECH, which govern the treatment of protected health information, and the Gramm-Leach Bliley Act, which governs the treatment of nonpublic personal information. Privacy regulation has become a priority issue in many states, including California, which in 2018 ~~substantial~~enacted ~~doubt~~the ~~about~~California Consumer Privacy Act broadly regulating the sale of California residents’ personal information and providing California residents with various rights to access and delete data. In the provision of services to our ~~ability~~customers, we and our third-party vendors may collect, access, use, maintain and transmit personally identifiable information in ways that are subject to ~~continue~~many of these laws and regulations. Although we have implemented measures to comply with privacy laws, rules and regulations, we may experience data privacy incidents. Any unauthorized disclosure of personally identifiable information experienced by us, or our third-party vendors could result in substantial financial and reputational harm, including possible criminal and civil penalties. In many cases, we are subject to HIPAA and other privacy regulations because we are a business associate providing services to covered entities; as a ~~going~~result, ~~concern~~the covered entities direct HIPAA compliance matters in the event of a security breach, which complicates our ability to address harm caused by the breach. Additionally, we may be required to report breaches to partners, regulators, state attorney generals, and impacted individuals depending on the severity of the breach, our role, legal requirements and contractual obligations. Continued compliance with current and potential new privacy laws, rules and regulations and meeting consumer expectations with respect to the control of personal data in a rapidly changing technology environment could result in higher compliance and technology costs for us.

To date, we have not been profitable and have incurred significant losses and cash flow deficits. For the fiscal years ended December 31, 2022 and 2021, we generated operating revenues of $59,268 and $14,995, respectively, and reported net losses of $6,830,415 and $6,200,574, respectively, and negative cash flow from operating activities of $3,561,083 and $4,685,270, respectively. As noted in our consolidated financial statements, as of December 31, 2022, we had an accumulated deficit of $32,612,805. We anticipate that we will continue to report losses and negative cash flow. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings.20

~~Our consolidated financial statements~~Although we do not ~~include~~provide ~~any~~medical ~~adjustments~~care, that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we ~~are~~could ~~unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued in this offering, would~~ be ~~greatly~~a ~~impaired. Our~~party ~~ability~~ to ~~continue~~medical asmalpractice ~~a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing~~claims, ~~including~~which ~~funds~~could tohave bea ~~raised~~material inadverse ~~this~~effect ~~offering.~~on If our ~~ability to generate cash flow from operations is delayed~~ ~~or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in~~ business ~~even if this offering is successful~~. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Ability to Continue as a Going Concern.”

We do ~~cannot~~not ~~assure~~provide ~~you~~medical ~~that~~care. ~~MediXall~~Rather, ~~will~~we help connect individuals and employers to providers of medical care, products, and services. However, we could be ~~able~~a party to lawsuits related to the service we provide through our contractors, and that could include risk of medical malpractice claims which could increase our insurance premiums, expose us to ~~develop~~legal defense cost, and/or impact the ~~infrastructure~~brand ~~necessary~~of the Company, which could lead to ~~achieve~~a reduction in the ~~potential~~number ~~sales~~of ~~growth~~customers we have and could have a material adverse effect on our revenues and profits.

~~Achieving~~Our ~~revenue~~use ~~will~~and ~~require~~disclosure ~~that~~of ~~MediXall~~personally ~~develop~~identifiable ainformation, ~~functional~~including ~~platform~~health ~~and build the necessary infrastructure to support sales~~information, ~~technical~~ and ~~client~~other ~~support~~personal ~~functions. We~~data ~~cannot~~is ~~assure~~subject ~~you that we can develop this infrastructure or will have the capital~~ to dofederal, sostate, and ~~no commitments for needed capital are~~foreign inprivacy ~~place.~~and ~~MediXall~~security ~~will continue to design plans to establish growth~~regulations, ~~adding sales~~ and ~~sales~~our ~~support~~failure ~~resources~~to ascomply ~~capital~~with ~~permits,~~those ~~but at~~regulations ~~this~~or ~~time these plans are untested. If MediXall is unable~~ to ~~use~~adequately ~~any~~secure ~~of its anticipated marketing initiatives or~~ the ~~cost~~information ofwe ~~such~~hold ~~initiatives~~could ~~were~~result toin ~~significantly~~significant ~~increase~~liability or ~~such~~reputational ~~initiatives~~harm orand, ~~its~~in ~~efforts to satisfy existing clients are not successful~~turn, ~~MediXall~~a ~~may~~material ~~not~~adverse ~~be able~~effect ~~to attract clients or retain existing clients~~ on aour ~~cost-effective~~Client ~~basis and~~base, asmembership ~~a result~~base, ~~our revenue~~ and ~~results of operations would~~ ~~be affected adversely~~revenue.

20Numerous federal, state and foreign laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, and integrity of PII, including PHI. In particular, in the U.S., HIPAA establishes a set of basic national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services, which includes us. HIPAA requires healthcare providers like us to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical, and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

~~The~~HIPAA imposes ~~markets~~mandatory ~~that~~penalties ~~MediXall~~for iscertain ~~targeting~~violations. ~~for~~However, ~~revenue~~a single breach incident can result in violations of multiple standards, ~~opportunities~~which ~~are~~could ~~emerging~~result ~~within~~in significant fines. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts will be able to award damages, costs, and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a ~~well-established~~private ~~healthcare~~right ~~industry~~of action allowing individuals to sue us in civil court for violations of HIPAA, ~~are~~its ~~rapidly~~standards ~~developing~~have ~~and~~been ~~may~~used ~~change~~as ~~before~~the basis wefor ~~can~~duty ~~access~~of ~~them~~care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. Any such penalties or lawsuits could harm our business, financial condition, results of operations, and reputation.

~~The markets for traditional internet~~In ~~and~~addition, ~~mobile~~HIPAA ~~web~~mandates ~~products and services~~ that ~~MediXall~~the isSecretary ~~targeting~~of ~~for~~HHS ~~revenue~~conduct ~~opportunities~~periodic ~~are~~compliance ~~changing~~audits ~~rapidly;~~of ~~and~~HIPAA-covered ~~the~~entities ~~barriers~~or tobusiness ~~entry~~associates ~~into~~for ~~the~~compliance ~~niche~~with ~~identified~~the byHIPAA ~~MediXall~~Privacy ~~are high~~ and ~~require~~Security ~~unique experience and qualification~~Standards. WeIt ~~cannot~~also ~~provide~~tasks ~~assurance~~HHS ~~that~~with ~~MediXall will~~establishing bea ~~able~~methodology towhereby ~~realize~~harmed ~~these~~individuals who ~~revenue~~were ~~opportunities before they change or before other companies enter or even dominate~~ the ~~market.~~victims ~~Furthermore, MediXall~~of ~~has~~breaches ~~based certain~~ of ~~its~~unsecured ~~revenue~~PHI ~~opportunities~~may onreceive ~~statistics~~a ~~provided~~percentage ~~by third party industry sources. Such statistics are based on ever-changing customer preferences due to our rapidly changing industry. With the introduction~~ of ~~new technologies and~~ the ~~influx~~Civil ~~of new~~Monetary ~~entrants~~Penalty tofine ~~the~~paid ~~market,~~by ~~we expect competition to emerge and intensify in~~ the ~~future, which could adversely affect our ability to increase sales, limit client attrition and maintain our prices~~violator.

~~Our~~HIPAA further ~~business~~requires ~~depends~~that onpatients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that has more than a low probability of compromising the ~~development~~privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients ~~maintenance~~or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the ~~internet~~breaching ~~infrastructure~~entity on its public website. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

~~The~~Numerous other ~~success~~federal and state laws protect the confidentiality, privacy, availability, integrity, and security of ~~our~~PII, ~~services~~including ~~will~~PHI and other ~~depend~~personal ~~largely~~data. onThese ~~the~~laws ~~development~~in many cases are more restrictive than, and ~~maintenance~~may ofnot be preempted by, the ~~internet~~HIPAA ~~infrastructure.~~rules ~~This~~and ~~includes~~may ~~maintenance~~be ofsubject ato varying ~~reliable~~interpretations ~~network~~by ~~backbone~~courts and government agencies, creating complex compliance issues for us and our Clients and potentially ~~with~~exposing ~~the~~us ~~necessary~~to ~~speed~~additional expense, ~~data~~adverse ~~capacity~~publicity, and ~~security~~liability. In addition to fines and penalties imposed upon violators, assome of ~~well~~these asstate ~~timely~~laws ~~development~~also afford private rights of ~~complementary~~action ~~products,~~to ~~for~~individuals ~~providing~~who ~~reliable~~believe their personal information has been misused. There ~~internet~~are ~~access~~many other state-based data privacy and ~~services~~security laws and regulations that may impact our business. ~~The~~All ~~Internet~~of ~~has~~these ~~experienced,~~evolving compliance and isoperational requirements impose significant costs that are likely to ~~continue~~increase over time, may require us to ~~experience~~modify our data processing practices and policies, ~~significant~~divert ~~growth~~resources infrom other initiatives and projects, and could restrict the ~~number~~way services involving data are offered, all of ~~users~~which may adversely affect our business, financial condition, and ~~amount~~results of ~~traffic~~operations. For example, ~~The~~U.S. ~~internet~~states ~~infrastructure~~have ~~may~~begun beto ~~unable~~introduce tomore ~~support~~comprehensive ~~such~~data ~~demands~~protection laws. InThe ~~addition,~~CCPA ~~increasing~~went ~~numbers~~into ~~of users,~~effect ~~increasing~~in ~~bandwidth~~January ~~requirements~~2020 orand ~~problems~~established a ~~caused~~new byprivacy ~~viruses,~~framework ~~worms,~~for ~~malware~~covered ~~and~~businesses ~~similar~~such ~~programs~~as ~~may~~ours ~~harm~~that expands the ~~performance~~scope of personal information and provides new privacy rights ~~the~~for ~~internet~~California residents. ~~The~~These ~~backbone~~changes ~~computers~~required ofus ~~the~~to ~~internet~~modify ~~have~~our ~~been~~data ~~the~~processing ~~targets~~practices ofand ~~such~~policies ~~programs~~and incur compliance-related costs and expenses. The ~~internet~~CCPA ~~has~~also ~~experienced~~provides for civil penalties for violations, as well as a ~~variety~~private right of action for data breaches, ~~outages~~which may increase the likelihood and cost of data breach litigation. Additionally, the CPRA went into effect on January 1, 2023 and significantly modifies the CCPA by, among other ~~delays~~things, ascreating a ~~result~~dedicated ofprivacy ~~damage~~regulatory agency, requiring businesses to ~~portions~~implement data ofminimization ~~its~~and ~~infrastructure~~data integrity principles, and itimposing ~~could~~additional ~~face~~requirements ~~outages~~for ~~and~~contracts ~~delays~~addressing inthe processing of personal information. Numerous states have enacted, or are currently reviewing, legislation that is similar to the ~~future~~CCPA and/or CPRA. ~~These~~For ~~outages~~example, the Virginia Consumer Data Protect Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, and ~~delays~~the ~~could~~Utah ~~reduce~~Consumer Privacy Act became effective in 2023. There are also bills that have been approved or are going through the ~~level~~legislative process in many more states. In 2022, a draft of ~~internet~~the ~~usage~~American ~~generally~~Data asPrivacy ~~well~~and asProtection Act was released and would be a comprehensive federal data privacy law that would seek to ease the ~~level~~burden of ~~usage~~a patchwork of ~~our~~overlapping ~~services~~but different state laws. These changes may result in further uncertainty with respect to privacy, ~~which~~data ~~could~~protection, and information security issues and will require ~~adversely~~us ~~impact~~to onincur ~~our~~additional ~~business~~costs and expenses in an effort to comply.

~~The art of hacking databases for~~New ~~the~~health ~~purposes~~information ofstandards, ~~obtaining~~whether ~~personal~~implemented ~~information~~pursuant asto ~~well~~HIPAA, ascongressional ~~financial~~action, ~~information~~or onotherwise, ~~individuals~~could ishave ~~increasing~~a ~~substantially.~~significant ~~MediXall is~~effect ~~aware~~on ~~of these risks and will invest substantially in~~ the ~~development~~manner ~~of its platform~~ in ~~accordance~~which ~~with~~we ~~the~~must ~~very~~handle ~~latest~~healthcare-related data ~~encryption/protection technologies; however~~, ~~there~~and isthe acost ~~real~~of ~~risk~~complying ~~that~~with ~~the~~standards ~~MediXall platform~~ could be ~~compromised~~significant. atIf ~~some~~we ~~point~~do not incomply ~~time~~with ~~exposing~~existing ~~the~~or ~~company to~~new ~~lawsuits~~laws and ~~unfavorable~~regulations ~~attention~~related ~~that~~to ~~would~~PHI, ~~adversely~~we ~~impact~~could ~~our~~be ~~business~~subject ~~and~~to ~~affect~~criminal ~~our~~or ~~ability~~civil tosanctions ~~add~~and ~~clients,~~our ~~consumer/patients~~reputation orcould ~~manage~~be ~~attrition on the platform~~harmed.

~~Our~~Because of ~~ability~~the toextreme ~~offer~~sensitivity ~~MediXall~~of ~~products~~the PII we store and ~~services~~transmit, the security features of our technology platform are very important. If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be ~~affected~~able byto obtain access to sensitive Client and member data, including HIPAA-regulated PHI. As a ~~variety~~result, our reputation could be severely damaged, adversely affecting Client and member confidence. Members may curtail their use of, Uor stop using, our services or our Client base could decrease, which would cause our business to suffer.S. In addition, we could face litigation, damages for contract breach, penalties, and ~~foreign~~regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals, and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to Clients or other business partners in an effort to maintain our business relationships after a breach, and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

~~The~~We outsource ~~laws~~important ~~relating~~aspects toof the ~~liability of~~storage ~~providers~~and transmission of ~~online~~Client and ~~mobile~~member ~~marketing~~information, ~~services~~and ~~for~~thus ~~activities~~rely ofon ~~their~~third ~~users~~parties ~~are~~to inmanage functions ~~their~~that ~~infancy~~have material cybersecurity risks. We attempt to address these risks by requiring outsourcing subcontractors who handle Client and ~~currently~~member ~~unsettled~~information ~~both~~to ~~within~~sign business associate agreements and/or data processing agreements contractually requiring those subcontractors to adequately safeguard personal health data to the ~~U.S.~~same extent that applies to us and ~~abroad~~in some cases by requiring such outsourcing subcontractors to undergo third-party security examinations. ~~Future~~ ~~regulations~~In ~~could~~addition, ~~affect~~we ~~our~~periodically ~~ability~~hire third-party security experts to ~~provide~~assess ~~current~~and ortest ~~future~~our ~~programming~~security posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of Client and members’ proprietary and protected health information.

If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims, and complying with regulatory or court orders. For example, we have been subject to litigation alleging improper disclosure and/or use of PII and PHI. We ~~will~~also ~~depend~~engage onin digital marketing which has come under additional scrutiny by the ~~services~~FTC ofand state regulators. If our ~~executives~~practices are deemed to have been unlawful or deceptive or potentially a violation of FTC requirements, it could lead to significant liabilities and consequences including, without limitation, costs of responding to investigations, defending against litigation, including class action suits, settling claims, complying with regulatory or court orders, and managing public relations and Client and member concerns associated with such violations. For example, see Note 19. “Legal Matters,” to the consolidated financial statements for additional information regarding the settlement and consent order entered into with the FTC and the related putative class-action litigations, which have resulted in certain changes to the operation of the BetterHelp business.

WeWhile we ~~depend~~obtain onconsent ~~the~~from ~~services~~or on behalf of ~~our executive~~these ~~officers~~individuals to send text messages, ~~director~~federal ~~and~~or ~~outside~~state ~~contractors.~~regulatory Toauthorities ~~date~~or weprivate ~~have~~litigants may ~~not~~claim ~~entered~~that ~~into~~the ~~any~~notices ~~employment~~and ~~agreements~~disclosures ~~with~~we provide, form of consents we obtain, or our ~~executives~~SMS texting practices, are not adequate. These ~~The~~SMS ~~loss~~texting campaigns are potential sources of risk for our company since they are governed by the ~~services~~Telephone ofConsumer ~~any~~Protection Act, which allows for private right of ~~our~~action ~~executives~~and ~~could~~class ~~materially~~action ~~harm~~lawsuits ~~our~~and ~~business~~is enforced by the Federal Communications Commission. InNumerous class ~~addition,~~action wesuits dounder ~~not~~federal ~~presently~~and ~~maintain~~state alaws ~~key-man~~have been filed against companies that conduct SMS texting programs, with many resulting ~~life~~in ~~insurance~~multi-million-dollar ~~policy~~settlements onfor ~~any~~the ofplaintiffs. ~~our~~Any ~~officers~~such orfuture ~~directors~~litigation against us could be costly and time-consuming to defend.

~~Our~~Further, there ~~future~~are ~~depends~~numerous foreign laws, inregulations ~~part~~and directives regarding privacy and the collection, ~~on our~~storage, ~~ability~~transmission, touse, ~~attract~~processing, disclosure, and ~~retain~~protection ~~key~~of ~~personnel.~~PII ~~Our~~and ~~future~~other ~~also~~personal ~~depends~~or oncustomer data, the ~~continued~~scope ~~contributions~~ of ~~other~~which ~~key~~is ~~technical~~continually evolving and ~~marketing~~subject to differing ~~personnel~~interpretations. ~~The~~We ~~loss~~must ofcomply ~~key~~with ~~personnel~~such laws, regulations, and ~~the~~directives ~~process~~and we may be subject to ~~replace~~significant ~~any~~consequences, ofincluding penalties and fines, for our ~~key~~failure ~~personnel~~to ~~would~~comply. ~~involve~~Failure ~~significant~~to ~~time~~comply with the requirements of the GDPR and ~~expense,~~the ~~may~~applicable national data ~~take~~protection ~~longer~~laws ~~than~~of ~~anticipated~~the ~~and~~EU member states may ~~significantly~~result ~~delay~~in fines of up to €10,000,000 or ~~prevent~~up to 2% of the ~~achievement~~total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. To comply with the data protection rules imposed by the GDPR we may be required to put in place additional mechanisms to ensure compliance. In addition, privacy laws are developing quickly in other jurisdictions where we operate, which impose similar accountability, transparency, and security obligations. These additional privacy law obligations may be onerous and adversely affect our business, ~~objectives~~financial condition, results of operations, and prospects.

2122

~~Failure~~In addition, torecent ~~properly~~legal ~~maintain~~developments ~~effective~~in Europe have created complexity and ~~secure management~~compliance uncertainty regarding certain transfers of information from ~~systems~~the EU to the U.S. If one or more of the legal bases for transferring PII from Europe to the U.S. is invalidated, ~~update~~or if we are unable to transfer PII between and among countries and regions in which we operate, it could affect the manner in which we provide our services or ~~expand~~could ~~processing~~adversely ~~capability~~affect our financial results. Furthermore, any failure, or ~~develop~~perceived ~~new~~failure, ~~capabilities~~by us to ~~meet~~comply with or make effective modifications to our ~~business~~policies, ~~needs~~or to comply with any federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders, or industry self-regulatory principles could result in ~~operational~~proceedings ~~disruptions~~or ~~and~~actions ~~possible~~against us by governmental entities or others, a loss of ~~data~~customer ~~critical~~confidence, damage to our ~~operations~~brand and reputation, and a loss of customers, any of which could have an adverse effect on our business.

~~Our~~Finally, federal, ~~business~~state, ~~will~~and ~~depend~~foreign ~~significantly on~~legislative ~~effective~~or regulatory bodies may enact new or additional laws and ~~secure~~regulations ~~information~~concerning ~~systems~~privacy, data-retention, and ~~the~~data-protection ~~successful~~issues, ~~application~~including oflaws ~~these~~or ~~continuously~~regulations ~~emerging~~mandating ~~technologies.~~disclosure Into ~~the~~domestic ~~future~~or international law enforcement bodies, which ~~these~~could ~~systems~~adversely ~~could~~impact ~~support~~our ~~online~~business, ~~customer~~our ~~service~~brand, ~~functions~~or our reputation with customers. For example, ~~provider~~some ~~and~~countries ~~member~~have ~~administrative~~adopted ~~functions~~laws ~~and~~mandating that ~~support~~PII ~~tracking~~regarding customers in their country be maintained solely in their country. Having to maintain local data centers and ~~extensive~~redesign ~~analyses~~product, ofservice, ~~medical~~and ~~expenses~~business ~~and~~operations ~~outcome~~to ~~data~~limit PII processing to within individual countries could increase our operating costs significantly.

~~These~~Changes ~~information systems and applications will require continual investment for maintenance, upgrades and enhancement~~ to ~~meet our operational needs and to handle our~~consumer ~~expansion~~privacy ~~and~~laws growth. Any inability or failure to properly maintain management information systems, successfully update or expand processing capability or develop new capabilities to meet our business needs in a timely manner could ~~result~~adversely inaffect ~~operational disruptions, loss of existing customers, difficulty in attracting new customers, impairment of the implementation of~~ our ~~growth strategies, delays in settling disputes with customers and providers, regulatory problems, increases in administrative expenses, loss of our~~ ability to ~~produce~~market ~~timely and~~our ~~accurate~~offerings ~~reports~~effectively and ~~other adverse consequences. To the extent a failure in maintaining effective information systems occurs, we~~ may ~~need~~ torequire ~~contract~~us ~~for these services with third-party management companies, which may be on less favorable terms~~ to uschange ~~and significantly disrupt~~ our ~~operations and information flow. Furthermore, our~~ business ~~requires the secure transmission of confidential information over~~practices ~~public~~or ~~networks. Because~~expend ofsignificant ~~the~~amounts ~~confidential~~on ~~information~~compliance wewith ~~store~~such ~~and transmit, security breaches could expose us to a risk of regulatory action, litigation, possible liability and loss~~laws. Our security measures may prove inadequate to prevent security breaches and our business operations and profitability would be adversely affected by cancellation of contracts, loss of members and potential criminal and civil sanctions if security breaches occur.

~~General~~We rely ~~economic~~on ~~conditions~~a variety of direct marketing techniques, ~~industry~~including ~~cycles~~email marketing, online advertising and direct mailings. Any further restrictions ~~financial~~in laws such as the CAN-SPAM Act, ~~business~~the Telephone Consumer Protection Act, the Do-Not-Call-Implementation Act, applicable Federal Communications Commission telemarketing rules (including the declaratory ruling affirming the blocking of unwanted robocalls), the FTC Privacy Rule, Safeguards Rule, Consumer Report Information Disposal Rule, Telemarketing Sales Rule, Canada’s Anti-Spam Law and ~~other~~various ~~factors~~U.S. ~~affecting~~state laws, ~~our~~or ~~operations~~new federal or state laws and regulations on marketing and solicitation or international privacy, ~~many~~e-privacy, and anti-spam laws that govern these activities could adversely affect the continuing effectiveness of ~~which~~email, ~~are~~online ~~beyond~~advertising and direct mailing techniques and could force further changes in our ~~control~~marketing strategy. In particular, these laws may ~~affect~~require us to make disclosures regarding our privacy and information sharing practices, safeguard and protect the privacy of such information, and in some cases, provide customers the opportunity to “opt out” of the use of their information for certain purposes, any of which could limit our ability to leverage existing and future ~~performance.~~databases of information or require us to develop alternative marketing strategies, any of which could have a material adverse effect on our financial condition, results of operations, and cash flows.

~~General~~We must ~~economic~~comply ~~conditions,~~with ~~industry cycles~~U.S. federal, ~~financial~~state, ~~business~~and foreign requirements regarding notice and ~~other~~consent ~~factors~~to ~~may~~obtain, ~~affect~~use, ~~our~~share, ~~operations~~transmit and store certain personal information. IfFurthermore, we ~~cannot~~may ~~generate~~face ~~sufficient~~conflicting ~~cash~~obligations ~~flow~~arising from ~~operations~~the inpotential concurrent application of laws of multiple jurisdictions. In the ~~future,~~event that we ~~may,~~are ~~among~~not ~~other~~able ~~things~~to reconcile such obligations, we may be required to ~~take~~change ~~one~~business practices or ~~more~~face ofliability ~~the~~or ~~following actions:~~sanction.

●ITEM 1B. ~~seek~~UNRESOLVED ~~additional~~STAFF ~~financing in the debt or equity markets;~~COMMENTS.

●Not ~~refinance or restructure all or a portion of our indebtedness;~~applicable.

●ITEM 1C. ~~sell selected assets;~~CYBERSECURITY.

●Risk ~~reduce~~Management orand ~~delay planned capital expenditures; or,~~Strategy

●We recognize ~~discontinue~~the increasing significance that cybersecurity has to our operations and the success of our business, as well as the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment. We process and maintain sensitive data on our Clients and members, including in the form of PHI and PII. In addition, we maintain intellectual property for our solutions and personal information of our employees. Because of the data we manage, we are subject to various cybersecurity threats that, if they materialized, could adversely affect our business, employees, Clients, and members through impacts to the confidentiality, integrity, and/or availability of our systems. We maintain a cybersecurity program and controls as part of our enterprise risk management program in an effort to reduce the risk of exposure of our information and systems.

InTo ~~addition~~assess, identify, ~~any~~and ~~financing,~~manage ~~refinancing or~~the ~~sale~~risks of ~~assets~~cybersecurity ~~might~~threats ~~not~~to beour ~~available~~information ~~on economically favorable terms~~system, ~~which~~we ~~may~~maintain ~~prevent~~a uscybersecurity ~~from~~program, ~~future~~including ~~expansion and growth in new~~policies ~~markets~~ and, ~~thus~~controls, ~~negatively~~which ~~affect~~are ~~our~~regularly ~~business~~reviewed through internal and ~~financial~~external ~~condition~~assessments.

22We have controls in place intended to assess our cybersecurity posture and prevent successful access to our critical systems, including, but not limited to: vulnerability scanning on systems and applications; endpoint detection capabilities to identify malware and other indicators of threat activity; multifactor authentication; and blocking of malicious e-mail. In addition, we also provide annual cybersecurity awareness training for our employees. Further, we engage with an external security firm to perform regular penetration testing. We subject our critical third-party service providers to risk assessment prior to engagement, and periodically thereafter, to identify material risks. Additionally, we have a process to engage with these third parties to understand potential impacts of, and remediation efforts associated with, critical vulnerabilities.

~~Risks Related to Our Intellectual Property~~23

IfTo stay abreast of the evolving threat landscape, we ~~are~~actively ~~unable~~engage towith ~~prevent~~key ~~unauthorized~~vendors, ~~use~~industry information sharing, and intelligence and law orenforcement ~~disclosure~~communities. ofThese ~~our~~engagements ~~proprietary~~serve ~~trade~~as ~~secrets~~inputs into understanding techniques and ~~unpatented~~tactics ~~know-how,~~being ~~our~~used ~~ability~~by tothreat ~~compete~~actors ~~will~~and bein expanding ~~harmed~~the countermeasures we use to protect Teladoc Health.

~~Proprietary~~In ~~trade secrets, copyrights,~~the ~~trademarks~~event ~~and~~of ~~unpatented~~a ~~know-how~~potential ~~are~~cybersecurity ~~also~~incident, ~~very~~or ~~important to our business. We will rely on~~ a ~~combination~~series of ~~patents,~~related ~~trade~~cybersecurity ~~secrets~~incidents, ~~copyrights, trademarks,~~we ~~confidentiality~~have ~~agreements,~~a ~~and~~documented ~~other contractual provisions and technical~~ security ~~measures~~incident ~~to protect certain aspects of~~response ~~our~~plan ~~intellectual property, especially where we do not believe~~ that ~~patent~~provides ~~protection~~a isconsistent ~~appropriate~~approach ~~or obtainable. We will require our employees and consultants~~ to ~~execute~~identifying ~~confidentiality agreements in connection with their employment or consulting relationships with us. We also will require our employees~~ and ~~consultants~~classifying ~~to disclose and assign to us all inventions conceived during~~ the ~~term~~incident ofas ~~their~~well ~~employment or~~as engagement while using our property or which relate to our business; however, these measures may not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions. Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior resources. Our employees, consultants, contractors and other advisors may unintentionally or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the event of unauthorized disclosure. Enforcing a ~~claim~~defined ~~that~~escalation aprocess third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how. Unauthorized parties may also attempt to ~~copy or reverse-engineer certain aspects of the MediXall platform that we consider~~management ~~proprietary. As a result, third parties attempt~~ to ~~use~~assess ~~our proprietary technology or information, and our ability to compete in~~ the ~~market would be adversely affected~~materiality.

~~RISKS~~Despite the ~~RELATED~~efforts TOoutlined ~~OUR~~above, ~~COMMON~~we ~~STOCK~~cannot ensure that we will not be subject to any cybersecurity incidents or threats. See “Risk Factors Risks Related to Information Technology” for additional information. To date, management has not determined that any cybersecurity incidents the Company has experienced would have resulted in, or are reasonably likely to result in, a material impact to its financial condition, results of operations, or business strategy.

~~Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.~~Governance

~~Our common~~Cybersecurity ~~stock~~risk isoversight ~~quoted~~continues onto ~~the~~remain ~~OTCPK~~a ~~tier~~top ofpriority ~~the~~for ~~OTC~~our ~~Markets Group, Inc~~Board. ~~(“OTC~~The ~~Markets”).~~audit ~~Trading~~committee inof ~~securities~~our ~~quoted~~Board onmaintains ~~the OTC~~primary ~~Markets~~responsibility ~~is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little~~related to dooverseeing ~~with~~ our ~~operations~~cybersecurity orrisk ~~business~~as ~~prospects.~~part ~~This~~of ~~volatility~~its ~~could~~program ~~depress the market price~~ of ~~our~~regular ~~common~~risk ~~stock~~management ~~for reasons unrelated to operating performance~~oversight. ~~Moreover~~This includes, ~~the~~but ~~OTC Markets~~ is not alimited ~~stock exchange~~to, ~~and trading of securities on the OTC Markets is often more~~ ~~sporadic than~~ the ~~trading~~overall ofmaturity ~~securities~~and ~~listed~~strategy ~~on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American. These factors may result in investors having difficulty reselling any shares~~ of our ~~common~~cybersecurity ~~stock~~program.

~~Our~~We ~~stock~~have a ~~price~~rigorous isand ~~likely~~comprehensive tocybersecurity beprogram ~~highly~~managed ~~volatile because~~by a dedicated team of ~~several~~subject ~~factors~~matter experts and is led by our Information Security Manager (“ISM”), who has extensive cybersecurity experience. We have implemented telehealth industry standard processes, policies, and tools, including aregularly ~~limited~~scheduled ~~public~~vulnerability ~~float~~scanning and third-party penetration testing to reduce the risk of vulnerabilities in our system.

~~The~~Our ~~market~~ISM regularly ~~price~~engages with other members of our ~~common stock~~executive ~~has~~management ~~been~~team ~~volatile~~to indiscuss ~~the~~cyber ~~past~~risk, ~~and~~including the ~~market~~Chief ~~price~~Executive Officer, Board of ~~our~~Directors, ~~common~~Executive ~~stock~~Committees, isamong ~~likely~~others, toas bewell ~~highly~~as ~~volatile~~the inaudit ~~the~~committee ~~future~~of our Board. ~~You~~Our ~~may~~executive ~~not be~~management ~~able~~team tohas ~~resell~~the ~~shares~~appropriate expertise, background, and depth of ~~our~~experience ~~common~~to ~~stock~~manage ~~following~~risk ~~periods~~arising offrom ~~volatility~~cybersecurity ~~because~~threats. ofExecutive ~~the~~management ~~market’s~~has ~~adverse~~also ~~reaction~~participated in cybersecurity tabletop exercises to ~~volatility~~test our cyber response playbooks.

23ITEM 2. PROPERTIES.

~~Other~~We ~~factors~~do ~~that~~not ~~could~~own any ~~cause~~real ~~such~~property. ~~volatility~~The ~~may~~Company relocated and now has a 2-year renewable lease with TGRJR, LLC at 104 N 4th Street, Leesburg ~~include~~FL 34748, ~~among~~for ~~other~~which ~~things:~~we pay approximately $1,113 per month, and a short-term lease with Regus at 2255 Glades Road, Boca Raton, FL 33431, for which we pay approximately $850 per month.

●ITEM 3. ~~actual~~LEGAL or anticipated fluctuations in our operating results; ● we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held; ● overall stock market fluctuations; ● announcements concerning our business or those of our competitors; ● actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms; ● conditions or trends in the industry; ● litigation; ● changes in market valuations of other similar companies; ● future sales of common stock; ● departure of key personnel or failure to hire key personnel; and, ● general market conditionsPROCEEDINGS.

~~Any~~Various legal claims arise from time to time in the normal course of ~~these~~business ~~factors~~which, ~~could~~in the opinion of management, will not have a ~~significant~~material ~~and~~effect ~~adverse~~on the ~~impact~~Company's onconsolidated ~~the~~financial ~~market~~statements. ~~price~~There ofare ~~our~~no ~~common~~material ~~stock.~~pending Inlegal ~~addition~~proceedings, ~~the~~other ~~stock~~than ~~market~~ordinary inroutine ~~general~~litigation incidental ~~has~~to atour ~~times~~business, ~~experienced extreme~~to ~~volatility~~which ~~and~~we ~~rapid~~are ~~decline~~a ~~that~~party ~~has~~or ~~often~~which ~~been~~our ~~unrelated~~business or ~~disproportionate~~intellectual toproperty is the ~~operating~~subject. ~~performance~~In ofaddition, ~~particular~~none ~~companies.~~of ~~These~~our ~~broad~~officers, ~~market~~directors, ~~fluctuations~~affiliates ~~may~~or ~~adversely~~5% ~~affect~~stockholders ~~the~~(or ~~trading~~any ~~price~~associates ofthereof) ~~our~~is ~~common~~a ~~stock~~party adverse to us, ~~regardless~~or ofhas ~~our~~a ~~actual~~material ~~operating~~interest adverse ~~performance~~to us, in any material proceeding.

~~Our common stock is a “penny stock”~~ITEM ~~under SEC rules, and our warrants may be subject to the “penny stock” rules~~4. ItMINE ~~may~~SAFETY ~~be more difficult to resell securities classified as “penny stock~~DISCLOSURES.”

~~Our~~Not ~~common~~applicable ~~stock is deemed~~ to be ~~a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we successfully list~~ our ~~common stock on a national stock exchange, or maintain a per-share price above $5~~Company.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

~~Legal remedies available to an investor in “penny stocks” may include the following:~~24

● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. ● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.PART II

However, investors who have signed arbitration agreements may have to pursue their claims through arbitration.

A sale of a substantial number of shares of our common stock may cause the price of the common stock to decline.

Being a public company results in additional expenses, diverts management’s attention and could also adversely affect our ability to attract and retain qualified directors.

As a public reporting company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These requirements generate significant accounting, legal and financial compliance costs and make some activities more difficult, time-consuming or costly and may place significant strain on our personnel and resources. The Exchange Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required.

As a result, management’s attention may be diverted from other business concerns, which could have an adverse and even material effect on our business, financial condition and results of operations. These rules and regulations may also make it more difficult and expensive for us to obtain director and officer liability insurance. If we are unable to obtain appropriate director and officer insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, could be adversely impacted.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and any investigations by the Financial Industry Regulatory Agency, the SEC or other regulatory authorities, could require additional financial and management resources.

RISKS RELATED TO HEALTHCARE INDUSTRY

Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. For example, the ACA, which includes a variety of healthcare reform provisions and requirements that may become effective at varying times through 2022, substantially changes the way healthcare is financed by both governmental and private insurers and may significantly impact our industry. Further changes to the ACA and related healthcare regulation remain under consideration. In addition, current proposals to implement a single payer or “Medicare for all” system in the U.S., if adopted would likely have a material adverse effect on our business. The full impact of recent healthcare reform and other changes in the healthcare industry and in healthcare spending is unknown, and we are unable to predict accurately what effect the ACA or other healthcare reform measures that may be adopted in the future will have on our business.

The healthcare industry is rapidly evolving and the market for technology-enabled services that empower healthcare consumers is relatively immature and unproven. If we are not successful in promoting and improving the benefits of our platform, our growth may be limited, and our business may be adversely affected.

The market for our products and services is subject to rapid and significant change and competition. The market for technology-enabled services that empower healthcare consumers is characterized by rapid technological change, new product and service introductions, evolving industry standards, changing customer needs, existing competition and the entrance of non-traditional competitors. In addition, there may be a limited-time opportunity to achieve and maintain a significant share of this market due in part to the rapidly evolving nature of the healthcare and technology industries and the substantial resources available to our existing and potential competitors. The market for technology-enabled services that empower healthcare consumers is relatively new and unproven, and it is uncertain whether this market will achieve and sustain high levels of demand and market adoption.

Our success depends to a substantial extent on the willingness of consumers to increase their use of technology platforms to manage their healthcare options, the ability of our platform to increase consumer engagement, and our ability to demonstrate the value of our platform to our potential customers. If customers do not recognize or acknowledge the benefits of our platform or our platform does not drive consumer engagement, then the market for our products and services might develop more slowly than we expect, which could adversely affect our operating results. In addition, we have limited insight into trends that might develop and affect our business. We might make errors in predicting and reacting to relevant business, legal and regulatory trends, which could harm our business. If any of these events occur, it could materially adversely affect our business, financial condition or results of operations.

Finally, our competitors may have the ability to devote more financial and operational resources than we can to developing new technologies and services, including services that provide improved operating functionality, and adding features to their existing service offerings. If successful, their development efforts could render our services less desirable, resulting in the loss of our existing customers or a reduction in the fees we earn from our products and services.

Failure to comply with extensive and complex healthcare laws and regulations may have a material adverse effect on our business.

Healthcare is an extremely complex and regulated industry in the U.S. There are many laws and regulations that could have a material effect on our business, including but not limited to, the HIPAA, and federal and state regulations controlling patient, provider and intermediary relationships. We have taken, and will continue to take, precautions to ensure compliance with applicable statutes and regulations; however there is no guarantee we will be success in our efforts, and even an unintentional violation of law could have a material adverse effect on our operations and business.

We are subject to privacy regulations regarding the access, use and disclosure of personally identifiable information. If we or any of our third-party vendors experience a breach of personally identifiable information, it could result in substantial financial and reputational harm, including possible criminal and civil penalties.

State and federal laws and regulations govern the collection, dissemination, access and use of personally identifiable information, including HIPAA and HITECH, which govern the treatment of protected health information, and the Gramm-Leach Bliley Act, which governs the treatment of nonpublic personal information. Privacy regulation has become a priority issue in many states, including California, which in 2018 enacted the California Consumer Privacy Act broadly regulating the sale of California residents’ personal information and providing California residents with various rights to access and delete data. In the provision of services to our customers, we and our third-party vendors may collect, access, use, maintain and transmit personally identifiable information in ways that are subject to many of these laws and regulations. Although we have implemented measures to comply with privacy laws, rules and regulations, we may experience data privacy incidents. Any unauthorized disclosure of personally identifiable information experienced by us, or our third-party vendors could result in substantial financial and reputational harm, including possible criminal and civil penalties. In many cases, we are subject to HIPAA and other privacy regulations because we are a business associate providing services to covered entities; as a result, the covered entities direct HIPAA compliance matters in the event of a security breach, which complicates our ability to address harm caused by the breach. Additionally, we may be required to report breaches to partners, regulators, state attorney generals, and impacted individuals depending on the severity of the breach, our role, legal requirements and contractual obligations. Continued compliance with current and potential new privacy laws, rules and regulations and meeting consumer expectations with respect to the control of personal data in a rapidly changing technology environment could result in higher compliance and technology costs for us.

Although we do not provide medical care, we could be a party to medical malpractice claims, which could have a material adverse effect on our business.

We do not provide medical care. Rather, we help connect consumers and employers to providers of medical care, products and services. However, we could be a party to lawsuits related to the service we provide, and that could include risk of medical malpractice claims which could increase our insurance premiums, expose us to legal defense cost, and/or impact the brand of the Company, which could lead to a reduction in the number of customers we have and could have a material adverse effect on our revenues and profits.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We do not own any real property. We leased office space at 2929 East Commercial Blvd., Suite Ph-D, Fort Lauderdale, Florida 33308, pursuant to the terms of a commercial office lease. We paid $6,565 per month pursuant to this commercial office lease. As of June 14, 2023 the Company relocated and now has a short-term lease with Regus at 2598 E, Sunrise Blvd, Suite 2104, Fort Lauderdale Florida 33304 for which we pay $931 per month. This lease which runs through June 30, 2024 allows the Company to expand facilities in the future as needed.

ITEM 3. LEGAL PROCEEDINGS.

Various legal claims arise from time to time in the normal course of business which, in the opinion of management, will not have a material effect on the Company's consolidated financial statements. There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or which our business or intellectual property is the subject. In addition, none of our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party adverse to us, or has a material interest adverse to us, in any material proceeding.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable to our Company.

PART II

Our common stock is quoted on the OTCPK under the symbol “MDXL”. Trading in OTCPK stocks can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

Holders

As of ~~August~~January 222, ~~2023~~2025, ~~130~~ 216,~~487~~670,~~491~~ 067 shares of common stock are issued and outstanding held by approximately ~~923~~955 stockholders of record (this number does not include stockholders who hold their stock through brokers, banks and other nominees).

Transfer Agent

The transfer agent and registrar for our common stock is Clear Trust LLC. Their address is 16540 Point Village Dr., Suite 205, Lutz, FL 33558 and their telephone number at that location is 813-235-4490.

Dividend Policy

We have not paid any dividends on our common stock and our Board of Directors presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be no assurance, will be determined by the Board in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:

● We would not be able to pay our debts as they become due in the usual course of business; or ● Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

●

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future payment of dividends on common stock.

2925

Recent Sales of Unregistered Securities

During the year ended December 31, 2023, we entered into the following securities transactions;

●

We did not receive any proceeds net of offering costs pursuant to a Private Placement Memorandum.

●

We did not issue any shares of restricted common stock for services rendered by employees, advisors and independent contractors of the Company.

During the year ended December 31, 2022, we entered into the following securities transactions;

●

We received proceeds of $780,500 net of offering costs of $0 pursuant to a Private Placement Memorandum and for which 1,951,250 shares of restricted common stock were issued.

●

We issued 8,811,015 shares of restricted common stock for services rendered by employees, advisors and independent contractors of the Company with a fair market value of $1,964,864.

During the year ended December 31, 2021, we entered into the following securities transactions;

● We received proceeds of $1,845,791 net of offering costs of $0 pursuant to a Private Placement Memorandum and for which 6,515,340 shares of restricted common stock were issued.

● We received proceeds of $2,269,975 net of offering costs of $0 pursuant to a Private Placement Memorandum and for which 2,270,000 shares of restricted series B preferred stock were issued.

● We issued 5,451,125 shares of restricted common stock for services rendered by employees, advisors and independent contractors of the Company with a fair market value of $1,362,782.

All funds received from the sale of the above shares were used for working capital purposes. The above shares were issued in reliance upon an exemption from registration pursuant to, among others, Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulations D and S as promulgated under the Securities Act. Each investor took his or her securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor and a limited number of sophisticated investors, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer. All of the above shares bear a legend restricting their disposition.

Each purchaser was provided with access to our filings with the SEC, including the following:

●

If requested by the purchaser in writing, a copy of our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC.

●

A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

Purchases of equity securities by the issuer and affiliated purchasers

None.

ITEM 6. RESERVED

3026

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of the Company and its subsidiaries. The MD&A is provided as a supplement to, and should be read in conjunction with consolidated financial statements and the accompanying notes to the consolidated financial statements included in this Annual Report on Form 10-K.

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Overview

~~MediXall~~The Company’s ~~Group,~~business ~~Inc.~~model ~~(OTCPK:MDXL)~~ is ~~an innovation-driven technology company~~ purposefully designed and structured around delivering ~~products~~practical, ~~and~~value-based, ~~services~~customized solutions to ~~help~~individual ~~consumers~~members, ~~learn~~employers, ~~decide~~and organizations which will enhance their overall physical health, mental health, and ~~pay~~well-being, ~~for~~to ~~healthcare~~help incontrol ~~ways~~the ~~that~~cost ~~complement~~of ~~relationships~~care ~~with~~of ~~trusted~~the ~~doctors.~~individual, ~~The~~the ~~mission~~employer, ofor ~~MediXall~~membership-based ~~Group~~organization isas towell ~~revolutionize~~as ~~the~~to ~~medical~~increase productivity. ~~industry--improve~~Our ~~communication~~unique, ~~provide~~customized, ~~better~~proactive ~~technology~~solutions ~~and~~are ~~support~~available ~~services~~anytime, ~~and~~anywhere, ~~provide~~delivering ~~more~~timely, ~~efficient~~quality care to individuals, ~~cost-effective~~employees, and ~~healthcare~~members. Our operating subsidiary is Health Karma Inc. Our name merges “health” with “karma” as our mission ~~for~~is to enhance the ~~consumer~~physical and mental health and well-being of our clients and members.

~~Going~~At the ~~Concern~~heart of our branding strategy lies the revolutionary concept of 1st Moment™ Solutions (“1st Moment”). We understand that the pivotal 'first moment' in any scenario significantly shapes its overall outcome and cost implications. Acknowledging the paramount importance of an immediate and effective response at this critical juncture, we are pioneering top-of-the-funnel upstream solutions in healthcare. By optimizing the initial response, we are not only enhancing mental, physical, and social well-being but also setting the stage for downstream improvements and cost efficiencies. Our 1st Moment™ brand emphasizes the fact that the majority of our solutions deliver immediate in-the-moment access to our provider network of medical doctors, master’s level behavioral health clinicians, registered triage nurses and even veterinarians.

~~We have incurred net losses of~~Our ~~$32.6~~1st ~~million~~Moment ~~since~~Solutions ~~inception~~extend ~~through~~their ~~December~~transformative 31reach, ~~2022.~~delivering ~~The~~profound ~~report~~benefits ofto ~~our~~a ~~independent~~wide ~~registered~~spectrum ~~public~~of ~~accounting~~stakeholders ~~firm~~that ~~on our consolidated~~includes ~~financial~~corporations, ~~statements~~resellers, ~~for~~first ~~the~~responders, ~~year~~public ~~ended~~safety ~~December 31~~agencies, ~~2022~~healthcare ~~contains~~providers, aneducational ~~explanatory~~institutions ~~paragraph~~(comprising ~~regarding~~students, faculty, ~~our~~and ~~ability~~staff), toas ~~continue~~well as avarious ~~going concern~~associations ~~based~~and ~~upon~~organizations. ~~the~~Through ~~fact~~our ~~that~~strategic offerings, we ~~are~~aim ~~dependent~~to ~~upon~~revolutionize ~~our~~outcomes and ~~ability~~bring tounparalleled ~~increase~~value ~~revenues~~to ~~along~~these ~~with~~diverse ~~raising~~groups. ~~additional~~Drawing ~~external~~on ~~capital as~~our ~~needed.~~expertise, ~~These~~wealth ~~factors~~of experience, ~~among~~expansive ~~others~~provider network, ~~raise~~and cutting-edge ~~substantial~~methodologies, ~~doubt~~we ~~about~~empower ~~our~~individuals ~~ability~~and entities to ~~continue~~establish as a ~~going~~robust ~~concern.~~framework ~~Our~~for ~~consolidated~~mental, ~~financial statements~~physical, doand ~~not~~social ~~include~~well-being. This ~~any~~empowerment ~~adjustments~~enables ~~that~~our ~~might~~clients ~~result~~to ~~from~~proactively ~~the~~manage ~~outcome~~risks, ofenhance ~~this~~productivity, ~~uncertainty.~~and ~~There~~cultivate ~~are~~healthier noenvironments. ~~assurances~~As we ~~will be successful~~persist in our ~~efforts~~journey toof ~~generate~~evolution ~~revenues~~and orinnovation, ~~report~~we ~~profitable~~maintain ~~operations~~an orunwavering dedication to ~~continue~~refining asthe a'first ~~going~~moment' ~~concern~~response, inensuring ~~which~~sustained improvements ~~event~~in ~~investors~~overall ~~would lose~~outcomes ~~their~~and ~~entire~~enduring ~~investment~~advantages infor our ~~company~~esteemed clientele.

~~Results~~Client examples are: third party administrators and health benefits providers such as Free Market Administrators which have embedded our solutions into their product offerings to their partners which include some of ~~Operations~~the top-rated carriers, benefits providers, and insurance agencies in the country such as Thin Blue Line Benefits; individual organizations such as Michigan Chamber of Commerce, Provident Insurance Solutions, Cosmo Cabinets, Goddard Schools, The Museum of Contemporary Art Cleveland, Tri-County Jobs for Ohio’s Graduates, Commissary Express; as well as benefit providers/resellers who have bundled our unique solutions into their product offerings: Aloha Elements, National Consumer Benefits Association, The Hero’s Project, and Pinnacle Training Systems.

~~Year~~The Company ~~Ended~~generated ~~December~~minimal ~~31,~~revenue in 2022 ~~Compared~~as toits online healthcare platform was still in the ~~Year~~application ~~Ended~~and ~~December~~development stage. During 312023, ~~2021~~the Company had undergone a nearly complete change in the Board of Directors, its management, and its operations. Although this change has been challenging, this shift has led to significant financial growth. In fact, the Company’s revenue in 2023 was $309,422 which is over 5 times the 2022 revenue of $59,268.

~~Revenue~~Moreover, the Company successfully reduced its net loss in 2023 by $2.3 million from $6,830,415 in 2022 to $4,563,406 in 2023. This is the result of the new management taking decisive steps to reduce costs by eliminating all related party transactions, continuing the remote work strategy started under pandemic conditions, and dramatically reducing the number of employees by procuring out-sourced marketing expertise, its User Experience/User Interface (UX/UI) platform, as well as its IT development and maintenance.

WeGoing generated $59,268 in revenues from the operations of the Health Karma Platform during 2022 and $14,995 during 2021. During 2021, the Company generated $165,719 from the forgiveness of the Paycheck Protection loans.Concern

~~Operating~~We ~~Expenses~~have incurred net losses of $37.2 million since inception through December 31, 2023. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2023 contains an explanatory paragraph regarding our ability to continue as a going concern based upon the fact that we are dependent upon our ability to increase revenues along with raising additional external capital as needed. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

AResults ~~summary~~ of ~~our operating expense for the years ended December 31, 2022 and 2021 follows:~~Operations

	Years Ended
	December 31,						Increase/
	2022			2021			(Decrease)
Operating expense
Professional fees	$	1,758,005		$	1,277,975		$	480,030
Professional fees – related party		242,600			496,038			(253,438	)
Management fees – related party		720,000			840,000			(120,000	)
Personnel related expenses		3,198,226			3,066,406			131,820
Other selling, general, and administrative		641,929			717,369			(75,440	)
Credit for uncollectible prepaid expense - related party		(180,513	)		(16,500	)		(164,013	)
Interest expense		271,117			—			271,117
Impairment of intellectual property		238,319			—			238,319
Total operating expense	$	6,889,683		$	6,381,288		$	508,395

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

31Revenue

~~Operating expenses increased $508,395~~The orCompany ~~7.97%~~generated to $6309,~~889,683~~422 in ~~2022~~revenues ~~compared~~during to2023. $6During 2022,~~381,288~~ inthe ~~2021.~~Company ~~The~~generated ~~increase~~$59,268 in ~~total~~revenues ~~operating~~from ~~expenses~~the isoperations ~~primarily~~of ~~due~~the Health ~~to:~~Karma Subsidiary.

1. The increase in professional fees of $480,030 primarily resulted from more shares of stock issued for consulting services for the year end December 31, 2022 compared to December 31, 2021. 2. The decrease in Professional fees – related party by $253,438 due to the decrease in fees charged by R3 Accounting, LLC as the Company is doing more of the work internally 3. The decrease in management fees - related party of $120,000 is due to the termination of the TBG agreement in the fourth quarter of 2022. These services were absorbed by the existing management. 4. The increase in personnel related expenses of $131,820 is due to more personnel needed for business operations and issuing shares of restricted common stock for employee services during the year ended December, 2022, in excess of that issued in the same period of 2021. 5. The $75,440 decrease in other selling, general, and administrative is due to a decrease in business development and marketing expenses during the year ended December 31, 2022. 6. The $271,117 increase in interest expense is due to senior convertible debentures which were issued during the year ended December 31, 2022 and no such issuance during 2021.Operating Expenses

~~Liquidity~~A summary ~~and~~of ~~Capital~~our ~~Resources~~operating expense for the years ended December 31, 2023 and 2022 follows:

We have an accumulated deficit of $32,612,805 at December 31, 2022. As of December 31, 2022, we had working capital of $(4,330,422). Additionally, due to the “start-up” nature of our business, we expect to incur losses as we continue development of our business plan.

	Years Ended December 31,					Increase /
	2023		2022			(Decrease)
Operating expense
Professional fees	$	1,861,450	$	1,758,005		$	103,445
Professional fees – related party		—		242,600			(242,600	)
Management fee – related party		—		720,000			(720,000	)
Personnel related expenses		1,005,213		3,198,226			(2,193,013	)
Other selling, general, and administrative		1,122,410		641,929			480,481
Interest expense		647,246		271,117			376,129
Credit for uncollectible prepaid expense – related party		—		(180,513	)		180,513
Impairment of intellectual property		—		238,319			(238,319	)
Total operating expense		4,636,319		6,889,683			(2,253,364	)

These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.27

~~Net~~Operating ~~cash~~expenses ~~used in operating activities~~decreased ~~was~~ $32,~~561~~253,~~083~~364 ~~for~~or ~~the~~33% ~~year~~to ~~ended December 31~~$4, ~~2022~~636,319 in 2023 compared to $46,~~685~~889,~~270~~683 ~~for~~in ~~the~~2022. ~~year~~The ~~ended~~decrease ~~December~~in ~~31,~~total ~~2021.~~operating expenses is primarily due to:

~~Net~~1. ~~cash~~The ~~used~~decrease in ~~investing~~ ~~activities~~personnel ~~was~~related expenses of $12,~~379~~193,013 ~~for~~is primarily resulted from the termination of employees during the year ended December 31, ~~2022,~~2023 compared to ~~$12,840 used in investing activities for~~ the year ended December 31, ~~2021~~2022.

~~Net~~2. ~~cash~~The ~~provided~~decrease byin ~~financing activities~~related ~~was~~party fees of a combined $3962,~~502,460~~600 is due to the elimination of related party transactions and relationships during the year ended December 31, ~~2022~~2023 compared to ~~$4,115,766 for~~ the year ended December 31, ~~2021~~2022.

~~Other~~Liquidity ~~Contractual~~and ~~Obligations~~Capital Resources

~~None~~We have an accumulated deficit of $ 37,176,211 at December 31, 2023. As of December 31, 2023, we had negative working capital of $6,710,454. Additionally, due to the “start-up” nature of our business, we expect to incur losses as we continue development of our business plan.

32These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Off-Balance~~Net ~~Sheet~~cash ~~Arrangements~~used in operating activities was $1,229,546 for the year ended December 31, 2023, compared to $3,561,083 for the year ended December 31, 2022.

WeNet docash ~~not~~used ~~have~~in ~~any off-balance~~investing ~~sheet~~activities ~~arrangements~~was ~~that~~$0 ~~have~~for orthe ~~are~~year ~~reasonably~~ended ~~likely~~December ~~to have a current or future effect on our financial condition~~31, ~~changes in financial condition~~2023, ~~revenues~~compared ~~or expenses, results of operations, liquidity, capital expenditures or capital resources that are material~~ to ~~investors. The term "off-balance sheet arrangement" generally means any transaction~~$1,379 ~~agreement~~used or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in ~~assets~~investing ~~transferred~~activities tofor ~~such~~the ~~entity~~year orended ~~similar~~December ~~arrangement that serves as credit~~31, ~~liquidity or market risk support for such assets~~2022.

~~Critical~~Net ~~Accounting~~cash ~~Policies~~provided by financing activities was $1,236,851 during the year ended December 31, 2023 compared to $3,502,460 for the year ended December 31, 2022.

~~Our discussion and analysis of~~Other ~~our~~Contractual financial condition and results of operations are based upon our audited and unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the unaudited consolidated financial statements.Obligations

~~Basis of Presentation~~None.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to GAAP. The following summarizes the more significant of these policies and practices.28

~~Use~~Off-Balance Sheet ~~of Estimates~~Arrangements

InWe do ~~preparing~~not ~~consolidated~~have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial ~~statements~~condition, changes in ~~conformity~~financial ~~with~~condition, ~~GAAP~~revenues or expenses, ~~management~~results isof ~~required~~operations, toliquidity, ~~make~~capital ~~estimates~~expenditures ~~and~~or ~~assumptions~~capital resources that ~~affect~~are ~~the~~material ~~reported~~to ~~amounts~~investors. ofThe ~~assets~~term "off-balance sheet arrangement" generally means any transaction, agreement or other ~~and~~contractual ~~liabilities~~arrangement ~~and~~to ~~disclosure~~which ofan ~~contingent~~entity ~~assets~~unconsolidated ~~and~~with ~~liabilities~~us atis ~~the~~a ~~date~~party, ofunder ~~the~~which ~~consolidated~~we ~~financial~~have ~~statements~~any ~~and~~obligation ~~the~~arising ~~reported~~under a guarantee ~~amounts~~contract, ofderivative ~~revenues~~instrument ~~and~~or ~~expenses~~variable ~~during~~interest ~~the~~or ~~reporting~~a ~~year~~retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

~~Making estimates requires management~~Critical toAccounting exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.Policies

AOur discussion ~~material~~and ~~estimate~~analysis ~~that~~of isour ~~particularly~~financial condition and results of operations are based upon our audited and unaudited consolidated financial ~~susceptible~~statements, towhich ~~significant~~have ~~change~~been prepared in accordance with accounting principles generally accepted in the ~~near-term~~United ~~relate~~States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the ~~determination~~reported amounts of assets, ~~the~~liabilities, ~~impairment~~revenues and expenses, and related disclosure of ~~website~~contingent assets and ~~development~~liabilities. ~~cost~~We continually evaluate our estimates, including those related to income taxes, the valuation of equity transactions and intellectual property. ~~The~~We ~~Company~~base ~~uses~~our ~~various~~estimates on ~~assumptions~~historical experience and ~~actuarial~~on ~~data~~various itother ~~believes~~assumptions that we believed to be reasonable under the circumstances, tothe ~~make~~results ~~this~~of ~~estimate.~~which ~~Although~~form ~~considerable~~the ~~variability~~basis isfor ~~likely~~making tojudgments beabout ~~inherent~~the incarrying ~~this~~values ~~estimate,~~of ~~management~~assets ~~believes~~and liabilities that ~~the~~are ~~amount~~not ~~provided~~readily isapparent ~~reasonable~~from other sources. ~~This~~Any ~~estimate~~future ischanges ~~continually~~to ~~reviewed~~these estimates and ~~adjusted~~assumptions ifcould ~~necessary~~cause a material change to our reported amounts of revenues, expenses, assets and liabilities. ~~Such~~Actual ~~adjustment~~results ismay ~~reflected~~differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in ~~current~~the ~~operations~~preparation of the unaudited consolidated financial statements.

~~Risks~~Basis of ~~and Uncertainties~~Presentation

The accompanying consolidated financial statements include the accounts of the Company's ~~operations~~and ~~are~~its ~~subject to~~wholly owned subsidiaries. All significant intercompany ~~risks~~accounts and ~~uncertainties~~transactions ~~including~~have ~~financial,~~been ~~operational~~eliminated in consolidation. The accounting and ~~regulatory~~reporting ~~risks,~~practices ~~including~~of the ~~potential~~Company ~~risk~~conform to GAAP. The following summarizes the more significant of ~~business failure~~these policies and practices.

33Use of Estimates

~~Fair~~In preparing ~~Value~~consolidated ~~Measurement~~financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year.

~~The~~Making estimates ~~Company~~requires ~~measures~~management ~~fair~~to ~~value as~~exercise ~~the~~significant ~~price~~judgment. ~~that~~It ~~would~~is beat ~~received~~least toreasonably ~~sell~~possible anthat ~~asset~~the orestimate ~~paid~~of tothe ~~transfer~~effect of a ~~liability~~condition, ~~(an~~situation ~~exit~~or ~~price)~~set inof ancircumstances ~~orderly~~that ~~transaction~~existed ~~between market participants~~ at the ~~reporting~~ date. ~~The~~of ~~Company~~the ~~utilizes~~consolidated afinancial ~~three-tier~~statements, ~~hierarchy~~ which ~~prioritizes~~management ~~the~~considered in ~~inputs~~formulating ~~used~~its estimate could change in the ~~valuation methodologies~~near interm ~~measuring~~due ~~fair~~to ~~value~~one asor ~~follows:~~more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.

	Level 1.	Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.
	Level 2.	Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.
	Level 3.	Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs.

A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of intellectual property. The Company deems the intellectual property to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.

~~Fair~~Risks and ~~Value of Financial Instruments~~Uncertainties

The ~~carrying value of cash,~~ ~~accounts~~Company's ~~payable~~operations ~~and~~are ~~accrued~~subject ~~expenses~~to ~~and~~significant ~~accounts~~risks ~~payable~~ and ~~accrued~~uncertainties ~~expenses~~including –financial, ~~related party~~operational, ~~approximates its~~ ~~fair~~and ~~value~~regulatory ~~because~~risks, of including the ~~short-term~~potential ~~nature~~risk of ~~these~~business ~~instruments and their liquidity~~failure. ~~Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.~~

Senior Convertible Debentures: The fair value of the debentures is estimated using a discounted cash flow analysis based on the current rate of similar debt. The estimated fair value of the debentures is $2,473,728 as of December 31, 2022, and was determined using level 3 inputs.29

~~Income~~Fair Value ~~Taxes~~ Measurement

The Company ~~accounts~~measures ~~for~~fair ~~income taxes~~value ~~using~~as the ~~liability~~price ~~method~~that ~~prescribed~~would bybe ~~ASC~~received ~~740, "Income~~to ~~Taxes". Under~~sell ~~this~~an ~~method,~~asset ~~deferred~~or ~~tax~~paid ~~assets~~to ~~and liabilities~~transfer ~~are~~a ~~determined~~liability ~~based~~(an onexit ~~the~~price) ~~difference~~in ~~between the financial reporting and tax bases of assets and liabilities using enacted~~an ~~tax~~orderly ~~rates~~transaction ~~that~~between ~~will~~market beparticipants inat ~~effect in~~ the ~~year~~reporting ~~in which the differences are expected to reverse~~date. The Company ~~records~~utilizes a ~~valuation~~three-tier ~~allowance to~~hierarchy ~~offset~~which ~~deferred tax assets if based on~~ prioritizes the ~~weight~~inputs ofused ~~available~~in ~~evidence, it is more-likely-than-not that some portion, or all, of~~ the ~~deferred~~ ~~tax~~valuation ~~assets~~methodologies ~~will not be realized. The effect on deferred taxes of a change~~ in ~~tax~~measuring ~~rates~~fair isvalue ~~recognized~~ as ~~income or loss in the year that includes the enactment date.~~follows:

~~Pursuant~~Level ~~to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process~~1. ~~The~~Valuations ~~first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation~~ based on ~~the~~quoted ~~technical~~prices ~~merits~~in ofactive ~~that~~markets ~~position.~~for ~~The~~identical ~~second~~assets ~~step~~or isliabilities ~~to measure a tax position~~ that ~~meets~~an ~~the~~entity ~~more- likely-than-not~~has ~~threshold to determine~~ the ~~amount~~ability ~~of benefit~~ to ~~be recognized in the financial statements~~access. AThe ~~tax~~Company ~~position~~has is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no ~~longer~~assets ~~meet~~or ~~the~~liabilities ~~more-likely-than-not~~valued ~~criteria~~with ~~should~~Level be1 ~~de- recognized in the first subsequent financial reporting period in which the threshold is no longer met~~inputs. ~~The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.~~

~~The~~Level ~~Company~~2. ~~assessed~~Valuations ~~its~~based ~~earnings history,~~on ~~trends,~~quoted ~~and~~prices ~~estimates~~for ofsimilar ~~future~~assets ~~earnings~~or liabilities, ~~and~~quoted ~~determined~~prices ~~that~~for ~~the~~identical ~~deferred~~assets ~~tax~~or ~~asset~~liabilities ~~could~~in markets that are not active, or other inputs that are observable or can be ~~realized~~corroborated asby observable data for substantially the full term of ~~December~~the ~~31, 2022~~assets or liabilities. ~~Accordingly,~~The aCompany ~~valuation~~has ~~allowance~~no ~~was~~assets ~~recorded~~or ~~against~~liabilities ~~the~~valued ~~net~~with ~~deferred~~Level ~~tax~~2 ~~asset~~inputs.

~~Revenue~~Level ~~Recognition~~3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s website and development costs are the only assets or liabilities valued with Level 3 inputs.

~~The Company accounts for revenue~~Fair ~~under~~Value Accounting Standards Updated ("ASU") ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC 606"). The Company had minimal revenues in 2022 and in 2021. The Company recognizes revenue in accordance with ASC 606, the core principle of ~~which~~Financial is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.Instruments

34The carrying value of cash, accounts payable and accrued expenses and accounts payable and accrued expenses – related party, approximates its fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

~~Share~~Senior ~~Based~~Convertible ~~Payment~~Debentures: The ~~Arrangements~~fair value of the debentures is estimated using a discounted cash flow analysis based on the current rate of similar debt. The estimated fair value of the debentures is $3,956,958 as of December 31, 2023, and was determined using level 3 inputs.

~~The Company applies the fair value~~Income method in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock based compensation at the fair value of the Company's stock as of the date of issuance.Taxes

~~Recoverability~~The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of ~~Long~~assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-~~Lived~~likely-than-not ~~Assets~~that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the year that includes the enactment date.

~~The~~Pursuant to ~~Company~~accounting ~~assesses~~ standards related to the ~~recoverability~~accounting for uncertainty in income taxes, the evaluation of ~~long~~a tax position is a two-~~lived~~step ~~assets~~process. The ~~annually~~first orstep ~~whenever~~is ~~events~~to ordetermine ~~changes~~whether init ~~circumstances~~is ~~indicate~~more likely than not that ~~expected~~a ~~future~~tax position will be sustained upon examination, including the ~~undiscounted~~resolution ~~cash~~of ~~flows~~any ~~might~~related ~~not~~appeals beor ~~sufficient~~litigation tobased ~~support~~on the ~~carrying~~technical ~~amount~~merits of anthat ~~asset~~position. The ~~Company~~second ~~deems~~step anis ~~asset~~ to bemeasure a tax position ~~impaired~~that ifmeets athe ~~forecast~~more- likely-than-not threshold to determine the amount of ~~undiscounted~~benefit ~~future~~to ~~operating~~be ~~cash~~recognized ~~flows~~in the financial statements. A tax position is ~~less~~measured ~~than~~at the ~~carrying~~largest amount. Ifof anbenefit ~~asset~~that is ~~determined~~greater tothan be50% likelihood of being realized upon ultimate settlement. ~~impaired,~~Tax ~~the~~positions ~~loss~~that ispreviously ~~measured~~failed asto meet the ~~amount~~more-likely-than by-not ~~which~~recognition ~~the~~threshold ~~carrying~~should ~~value~~be ofrecognized in the ~~asset~~first ~~exceeds~~subsequent period ~~its~~in ~~fair~~which ~~value.~~the ~~Based~~threshold onis ~~impairment tests~~met. ~~performed~~Previously ~~there~~recognized ~~was~~tax positions that no ~~write~~longer meet the more-~~down~~likely-than-not ofcriteria ~~long~~should be de-~~lived~~ ~~assets~~recognized ~~required~~in ~~during~~the ~~2022~~first ~~and~~subsequent ~~2021,~~financial ~~excess~~reporting ~~intellectual~~period ~~property~~in ~~acquired~~which the threshold is no longer met. ~~There~~The ~~can~~accounting standard bealso noprovides ~~assurances~~guidance ~~that~~on ~~future~~de- ~~impairment~~recognition, ~~tests~~classification, ~~will~~interest ~~not~~and ~~result~~penalties, accounting in ~~further~~interim ~~charge~~periods, todisclosures, ~~operations~~and transition.

~~Website~~The Company assessed its earnings history, trends, and ~~Development~~estimates ~~Costs~~of future earnings, and determined that the deferred tax asset could not be realized as of December 31, 2023.

Internal and external costs incurred to develop the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. During the years ended December 31Accordingly, ~~2022 and 2021, the Company’s~~ ~~costs~~a ~~related~~valuation toallowance the development of the Health Karma website platform had met the capitalization requirements. The Company engaged an appraiser to perform an impairment analysis of the capitalized website and development costs as of December 31, 2022 and 2021. The impairment analysis was ~~performed~~recorded ~~based~~against ~~upon a cost approach, specifically~~ the ~~cost~~net todeferred ~~recreate~~tax ~~or reproduce the~~ asset ~~using actual historical cost incurred, adjusted by consumer price index and taxes~~. ~~The analysis resulted in no impairment loss for the years ended December 31, 2022 and 2021, respectively.~~

~~Allowance for Uncollectible Accounts Receivable~~Revenue Recognition

AnIn accordance ~~allowance~~with ~~for~~GAAP, ~~uncollectible accounts~~the ~~receivable~~core principle of which is ~~recorded~~that ~~when~~an ~~management~~entity ~~believes~~should recognize revenue to depict the ~~uncollectability~~transfer of promised goods or services to customers in an amount that reflects the ~~accounts~~consideration ~~receivable~~to iswhich ~~confirmed~~the entity expects to be entitled to receive in exchange for those goods or services. ~~Subsequent~~To ~~recoveries~~achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify ifthe ~~any,~~contract ~~are~~with ~~credited~~a tocustomer; (2) identify the ~~allowance.~~performance ~~The~~obligations ~~allowance~~in isthe ~~determined~~contract; ~~based~~(3) ondetermine ~~management’s~~the ~~review~~transaction ofprice; (4) allocate the ~~debtor’s~~transaction ~~ability~~price to ~~repay~~ ~~and~~performance ~~repayment~~obligations ~~history,~~in ~~aging~~the ~~history,~~contract; and ~~estimated~~(5) ~~value~~recognize ofrevenue ~~collateral,~~when ifor ~~any~~as the Company satisfies a performance obligation.

~~Recently~~In 2023 ~~Issued~~and ~~Accounting~~2022, ~~Pronouncements~~the Company generated revenues by selling bundled health and well-being services to individuals, employer groups, organizations, associations, resellers, and third-party administrators. Our product offerings are based on a monthly subscription model, typically involving 12-month agreements. This structure provides significant revenue stability and visibility. Under our per-membership-per-month (“PMPM”) subscription model, clients pay a monthly fee calculated by multiplying the number of active memberships by the contracted PMPM fee. This model allows us to establish long-term commitments with our clients, fostering mutually beneficial partnerships. The predictable monthly fees and long-term contracts enhance revenue visibility and forecasting accuracy. This approach enables efficient resource allocation to meet client needs and ensures high-quality service delivery throughout the contracted period. We recognize revenue on a monthly basis as services are rendered and performance obligations are satisfied.

~~See Note 3 to our consolidated financial statements for more information regarding recent accounting pronouncements and their impact to our consolidated results of operations and financial position.~~30

~~ITEM~~Share Based ~~7A.~~Payment ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Arrangements

~~Not~~The Company ~~applicable~~applies tothe afair ~~smaller~~value ~~reporting~~method ~~company~~in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the fair value of the Company's stock as of the date of issuance.

~~ITEM~~Recoverability of 8.Long-Lived ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Assets

The Company ~~consolidated~~assesses ~~financial~~the ~~statements~~recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of ~~our~~an asset. The Company asdeems an asset to be impaired if a forecast of ~~December~~undiscounted ~~31,~~future ~~2022~~operating ~~and~~cash ~~2021~~flows ~~and~~is ~~for~~less than the ~~years~~carrying ~~then~~amount. ~~ended~~If ~~are~~an ~~set~~asset ~~forth~~is indetermined to be impaired, the ~~Form~~loss ~~10-K~~is ~~beginning~~measured atas ~~page~~the Famount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed there was no write-1 down of long-lived assets required during 2023 and 2022, excess intellectual property acquired. There can be no assurances that future impairment tests will not result in further charge to operations.

~~ITEM~~Recently Issued 9.Accounting ~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~Pronouncements

~~None~~See Note 4 to our consolidated financial statements for more information regarding recent accounting pronouncements and their impact to our consolidated results of operations and financial position.

35ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~ITEM~~Not applicable ~~9A.~~to ~~CONTROLS~~a ~~AND~~smaller ~~PROCEDURES~~reporting company.

~~Conclusion~~ITEM 8. ~~Regarding~~FINANCIAL ~~the~~STATEMENTS ~~Effectiveness~~AND ofSUPPLEMENTARY ~~Disclosure Controls and Procedures~~ DATA.

WeThe consolidated ~~maintain~~financial astatements ~~system~~ of ~~disclosure controls~~our ~~and~~Company ~~procedures (~~as ~~defined~~of inDecember ~~Exchange Act Rule 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act~~31, is2023 ~~recorded,~~and ~~processed,~~2022 ~~summarized~~ and ~~reported~~for ~~within~~ the ~~time~~years ~~periods~~then ~~required~~ended ~~under~~are ~~the~~set ~~SEC's rules~~forth ~~and~~in ~~forms and that~~ the ~~information is gathered and communicated to our management, including our Chief Executive Officer (Principal~~Form ~~Executive~~10-K ~~Officer)~~beginning ~~and~~at ~~Principal~~page ~~Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure~~F-1.

~~We carried out an evaluation as~~ITEM ~~required~~9. byCHANGES ~~paragraph~~IN ~~(b)~~AND ofDISAGREEMENTS ~~Rule~~WITH ~~13a-15~~ACCOUNTANTS ~~and~~ON ~~15d-15~~ACCOUNTING ofAND ~~the~~FINANCIAL Exchange Act under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Principal Financial Officer, of the effectiveness of our financial disclosures, controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2022DISCLOSURE.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basisNone.

~~Based upon that evaluation, our Interim Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of December~~ 31~~, 2022, based on the following deficiencies:~~

● Weakness in Accounting and Finance Personnel: We have no accounting staff and we do not have any employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a UITEM 9A.S. ~~public~~CONTROLS ~~company.~~AND ~~Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing consolidated financial statements.~~PROCEDURES

●Conclusion Regarding ~~We have written accounting policies and control procedures, but we do not have any staff to implement~~ the ~~related~~Effectiveness ~~controls. Management had determined that this lack~~ of ~~the~~Disclosure ~~implementation~~Controls ofand ~~segregation of duties, as required by our written procedures, represents a material weakness in our internal records.~~Procedures

●We maintain ~~Internal~~a ~~control~~system ~~has~~of atdisclosure ~~its~~controls ~~core~~and aprocedures ~~basic~~(as ~~tenant~~defined ~~segregation~~in ofExchange ~~duties.~~Act ~~Due~~Rule 15d-15(e)) that are designed to ~~our~~ensure ~~limited~~that information ~~size~~required ~~and~~to ~~economic~~be ~~constraints,~~disclosed in our reports under the ~~Company~~Exchange Act, is ~~not~~recorded, ~~able~~processed, tosummarized ~~segregate~~and ~~for~~reported ~~control~~within ~~purposes~~the time ~~carious~~periods ~~asset~~required ~~controls~~under ~~and~~the ~~recording~~SEC's ~~duties~~rules and ~~function~~forms toand ~~different~~that ~~employees.~~the ~~This~~information ~~lack~~is ofgathered ~~segregation~~and ofcommunicated ~~duties~~to ~~had~~our ~~been~~management, ~~evaluated~~including our byChief ~~management~~Executive Officer (Principal Executive Officer) and ~~has~~Principal ~~been~~Financial ~~deemed~~Officer, as appropriate, to beallow afor ~~material~~timely ~~control~~decisions regarding ~~deficiency~~required disclosure.

~~The~~We carried ~~Company~~out ~~has~~an ~~determined~~evaluation ~~that~~ as required by paragraph (b) of Rule 13a-15 and 15d-15 of the ~~above~~Exchange ~~internal~~Act ~~control~~under ~~weaknesses~~the supervision and ~~deficiencies~~with ~~could~~the participation ~~result~~of inour amanagement, ~~reasonable~~including ~~possibility~~our ~~for~~Chief Executive Officer and Principal Financial Officer, of the ~~consolidated~~effectiveness ~~financial~~of ~~statements~~our financial ~~that~~disclosures, acontrols ~~material~~and ~~misstatement~~procedures, ~~will~~as ~~not~~defined bein ~~prevented~~Rules or13a-15(e) ~~detected~~and on15d-15(e) aunder ~~timely~~the ~~basis~~Exchange byAct, ~~the~~as ~~Company’s~~of ~~internal~~December ~~controls~~31, 2023.

~~Management is currently evaluating~~A ~~what steps can be taken in order to address these~~ material ~~weaknesses.~~weakness Asis a ~~growing small business~~deficiency, ~~the~~or ~~Company~~a ~~continuously~~combination ~~devotes resources to the improvement~~ of ~~our~~deficiencies, in internal control over financial reporting., ~~Due~~such tothat ~~budget~~there ~~constraints,~~is a ~~the~~reasonable ~~staffing~~possibility ~~size,~~that ~~proficiency~~a ~~and~~material ~~specific expertise~~misstatement inof the ~~accounting~~company's ~~department~~annual isor ~~below~~interim ~~requirements~~financial ~~for~~statements ~~the~~will ~~operation.~~not ~~The~~be ~~Company~~prevented isor detected ~~anticipating~~on ~~correcting~~a ~~deficiencies~~timely ~~as funds become available~~basis.

~~Management’s~~Based upon ~~Annual~~that ~~Report~~evaluation, onour ~~Internal~~Chief ~~Control~~Executive ~~Over~~Officer and Principal Financial Officer concluded that our disclosure controls and procedures ~~Reporting~~were not effective as of December 31, 2023, based on the following deficiencies:

~~The~~● ~~Company’s~~Weakness ~~management is~~in ~~responsible~~Accounting ~~for~~and ~~establishing~~Finance ~~and~~Personnel: ~~maintaining~~Currently ~~adequate~~we do not have sufficient internal ~~control~~resources ~~over~~and ~~financial~~expertise ~~reporting,~~needed asto ~~such~~meet ~~term~~complex isand ~~defined~~intricate inGAAP ~~Exchange Act~~and ~~Rule~~SEC ~~13a-15(f).~~reporting ~~Such~~requirements ~~internal~~of ~~controls~~a ~~over~~U.S. ~~financial~~public ~~reporting~~company. ~~were~~Additionally, ~~designed~~numerous toadjustments ~~provide~~and ~~reasonable~~proposed ~~assurance~~adjustments ~~regarding~~have ~~the~~been ~~reliability of~~noted ~~financial~~by ~~reporting~~our ~~and~~auditors. ~~the~~This ~~preparation~~is ofdeemed ~~the~~by ~~consolidated~~management ~~financial~~to ~~statements~~be ~~for~~a ~~external~~material ~~purposes~~weakness in ~~accordance~~preparing ~~with~~consolidated ~~generally accepted~~financial ~~accounting principles~~statements.

~~The~~● ~~Company’s~~We ~~management assessed~~have ~~the~~written ~~effectiveness~~accounting ofpolicies ~~the~~and ~~Company’s internal~~ control ~~over~~procedures, ~~financial~~but ~~reporting~~we asdo ofnot ~~December~~have ~~31,~~sufficient ~~2022.~~staff Into ~~making~~implement ~~this assessment,~~ the ~~Company~~related ~~used~~controls. ~~the~~Management ~~criteria~~had ~~set~~determined ~~forth~~that inthis ~~Internal~~lack ~~Control-Integrated~~of ~~Framework (2013) issued by~~ the ~~Committee~~implementation of ~~Sponsoring~~segregation ~~Organizations~~ of ~~the~~duties, ~~Treadway~~as ~~Commission.~~required ~~Based~~by ~~upon~~our ~~its~~written ~~evaluation under the framework in Internal Control-Integrated Framework~~procedures, ~~the~~represents ~~Company’s management~~a ~~concluded~~material ~~that~~weakness ~~its~~in our internal ~~control over financial reporting was not effective as of December 31, 2022~~records.

36● Internal control has at its core a basic tenant segregation of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes carious asset controls and recording duties and function to different employees. This lack of segregation of duties had been evaluated by management and has been deemed to be a material control deficiency.

~~Because of its inherent limitations,~~The ~~internal~~Company ~~control~~has ~~over~~determined ~~financial~~that ~~reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~above ~~that~~internal ~~controls~~control ~~may~~weaknesses ~~become~~and ~~inadequate~~deficiencies ~~because~~could ofresult ~~changes~~ in ~~conditions,~~a orreasonable ~~that~~possibility for the ~~degree of compliance~~consolidated ~~with~~financial ~~the~~statements ~~policies~~that ora ~~procedures~~material ~~may~~misstatement ~~deteriorate.~~will ~~All~~not ~~internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to~~ be ~~effective~~prevented ~~can~~or ~~provide~~detected ~~only~~on ~~reasonable~~a ~~assurance~~timely ~~with~~basis ~~respect~~by tothe ~~consolidated~~Company’s ~~financial~~internal ~~statement preparation and presentation~~controls.

~~This~~Management is ~~annual~~currently ~~report~~evaluating ~~does~~what ~~not~~steps ~~include an~~can ~~attestation~~be ~~report~~taken ofin order to address these material weaknesses. As a growing small business, the ~~company's~~Company continuously ~~registered~~devotes ~~public~~resources ~~accounting~~to ~~firm~~the ~~regarding~~improvement of our internal control over financial reporting. ~~Management's report~~Due ~~was~~to ~~not~~budget ~~subject~~constraints, tothe ~~attestation~~staffing size, byproficiency, ~~the~~and ~~company's~~specific ~~registered~~expertise ~~public~~in the accounting ~~firm~~department ~~pursuant~~is ~~to rules~~below ofrequirements for the ~~SEC~~operation. toThe ~~provide only~~Company ~~management's~~is ~~report~~anticipating correcting indeficiencies ~~this~~as ~~annual~~funds ~~report~~become available.

~~Changes~~Management’s Annual inReport on Internal Control Over Financial Reporting

~~There~~The Company’s ~~were~~management nois ~~changes~~responsible ~~during~~for ~~our last~~establishing ~~fiscal~~and ~~quarter~~maintaining ~~that~~adequate ~~materially~~internal ~~affected~~control over financial reporting, oras ~~are~~such term ~~reasonably~~is ~~likely~~defined toin ~~materially~~Exchange ~~affect,~~Act ~~our~~Rule 13a-15(f). Such internal ~~control~~controls over financial reporting were designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

~~ITEM~~The Company’s 9Bmanagement assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. ~~OTHER~~In ~~INFORMATION~~making this assessment, the Company used the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon its evaluation under the framework in Internal Control-Integrated Framework, the Company’s management concluded that its internal control over financial reporting was not effective as of December 31, 2023.

~~None.~~32

~~ITEM~~Because of 9Cits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. ~~DISCLOSURE~~Projections of any evaluation ~~REGARDING~~of ~~FOREIGN~~effectiveness ~~JURISDICTIONS~~to ~~THAT~~future ~~PREVENT~~periods ~~INSPECTIONS~~are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation.

~~Not~~This annual ~~applicable~~report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to rules of the SEC to provide only management's report in this annual report.

37Changes in Internal Control Over Financial Reporting

~~PART~~There were ~~III~~no changes during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 10 9B. ~~DIRECTORS,~~OTHER ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~INFORMATION

~~DIRECTORS~~Adoption or ~~AND~~Termination ~~EXECUTIVE~~of ~~OFFICERS~~Trading Arrangements by Directors or Officers

~~The following table sets forth~~During the ~~names~~Company’s ~~and~~quarterly ~~ages~~period ofended ~~all~~December of31, ~~our~~2023, ~~directors~~no ~~and executive officers. We have a Board comprised of three members. Each~~ director ~~holds office until a successor is duly elected~~ or ~~appointed.~~officer ~~Executive~~(as ~~officers~~defined ~~serve~~in atExchange ~~the~~Act ~~discretion~~Rule 16a-1(f)) of the ~~Board and are appointed by the Board.~~ ~~Also~~Company adopted or terminated a ~~provided~~“Rule ~~herein~~10b5-1 ~~are~~trading ~~brief~~arrangement” ~~descriptions~~or of“non-Rule ~~the~~10b5-1 ~~business~~trading ~~experience of each of the directors and officers during the past five years,~~arrangement” ~~and~~as andefined ~~indication of directorships held by each director~~ in ~~other~~Regulation ~~companies~~S-K ~~subject~~Item ~~to the reporting requirements under the Federal securities law~~408.

Name	Age	Position(s) and Office(s) Held
Travis Jackson	53	Chief Executive Officer, Treasurer, Director
Noel Guillama	62	Director, Principal Financial Officer
John Marino	51	Chairman of the Board of Directors

Adoption or Termination of Insider Trading Arrangements and Policies

~~Set~~On January ~~forth~~1, ~~below~~2023, isthe aBoard ~~brief description~~ of ~~the~~Directors ~~background~~adopted ~~and~~a ~~business~~Policy ~~experience~~on ofInsider ~~our directors and executive officers~~Trading.

~~Travis Jackson.~~ITEM Mr9C. ~~Jackson~~DISCLOSURE ~~has~~REGARDING ~~served~~FOREIGN asJURISDICTIONS ~~our~~THAT ~~Chief~~PREVENT Executive Officer since August 30, 2022 and member of our board of directors since June 14, 2022. Prior to this, Mr.Jackson served as Chief Executive Officer of our wholly owned subsidiary, Health Karma since August 16, 2021. Mr. Jackson brings a wealth of experience across virtually every dimension of healthcare. Previously, he served as VP of Strategy & Business Development for Beacon Health Options, the largest independently held behavioral health organization in the country. Beacon serves more than 40 million individuals across all 50 states, including nearly 3 million individuals under comprehensive risk-based behavioral programs. Mr. Jackson was responsible for sales, strategy and business development for the company in the Western US. Sales efforts directed towards commercial health insurance plans, state and county Medicaid plans and large TPA’s. While at Beacon, the Company was acquired by Anthem in 2020 and resided as a wholly owned subsidiary in Anthem’s Diversified Business Group.INSPECTIONS

~~Prior to Beacon, Mr. Jackson was~~Not Executive VP of Sales for Linkwell Health, where he was responsible for national sales and marketing activities for the company, with these efforts directed towards health insurance plans, hospital systems and health services companiesapplicable. Mr. Jackson also has had success in his career building new businesses. He was a founder of Ascendant Behavioral Health, a series of outpatient behavioral health clinics. Mr. Jackson was responsible for clinic set up including locations, billing, hiring and staffing, IT set up and clinic processes.

Prior to that, Mr. Jackson was Founding Partner & Executive Vice President of Sales of MY ePHT, where he created a multimillion-dollar company from an initial idea, through fundraising, production, active sales and service and renewal phases. During his time, he participated in the Executive Leadership Board of the company creating, reviewing and approving all strategy and operations, and was one of the key decision makers in the sale of the company. At time of sale, MY ePHT had achieved 22.7 million paid members.33

~~Noel J. Guillama.~~PART Mr. Guillama is a nationally recognized expert and lecturer on healthcare management/operations and the use of technology in healthcare. Since 1984, he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare, technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Since 2004, Mr. Guillama has been President of The Quantum Group, Inc (“Quantum”), a private healthcare technology and innovation company that has in the past operated through subsidiary healthcare delivery networks, contracted with over 2,000 providers and contracted with managed care companies. Quantum currently controls various intellectual properties, including an electronic healthcare records (EHR) platform it designed and built, and it controls a number of issued and pending patents in the U.S. Quantum is a greater than 5% shareholder of the Company.III

38ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. DIRECTORS AND EXECUTIVE OFFICERS

~~From~~The ~~1996~~following totable ~~2000,~~sets ~~Mr.~~forth ~~Guillama was~~ the ~~Founder,~~names ~~Chairman, President~~ and ~~Chief~~ages ~~Executive~~of ~~Officer~~all of ~~Metropolitan~~our ~~Health~~directors ~~Networks,~~and ~~Inc~~executive officers. ~~(AMEX:MDF),~~ We have a ~~management~~Board ~~services~~comprised ~~organization.~~of Mrfive members. ~~Guillama~~Each ~~left~~director ~~Metropolitan~~holds tooffice ~~develop~~until ~~Quantum~~a ~~Innovations,~~successor ~~Inc.~~is ~~and~~duly ~~its~~elected ~~parent~~or ~~company, Quantum~~appointed. ~~Mr.~~ ~~Guillama~~Executive ~~has~~officers ~~served~~serve asat ~~Quantum’s~~the ~~Chief~~discretion of ~~Executive~~the ~~Officer~~Board and ~~President~~are ~~since~~appointed ~~its~~by ~~inception.~~the MrBoard. ~~Guillama~~Also ~~was~~provided VPherein ofare ~~Development for~~brief ~~MedPartners,~~descriptions ~~Inc.,~~of athe ~~Birmingham,~~business ~~Alabama-based~~experience ~~physician~~of ~~practice~~each ~~management~~of ~~company.~~the ~~Prior~~directors and toofficers ~~MedPartners,~~during hethe ~~served~~past asfive ~~Director~~ years, and ~~Vice~~an ~~President~~indication of ~~Operations~~directorships ~~for~~held ~~Quality~~by ~~Care~~each ~~Networks,~~director ~~Inc.,~~in aother ~~South~~companies ~~Florida-based~~subject ~~comprehensive~~to ~~group~~the ~~practice~~reporting requirements under the Federal securities law.

Mr. Guillama is the immediate Past Chair (Currently Director) of the Florida International University Foundation, Inc., a direct support organization of Florida International University, managing a $230 million endowment. Prior to this Chair position, he served FIU as Chair of Finance, Investments, and Academics Committees. He is currently director and Past-Chair of the Palm Beach State College Foundation. Mr. Guillama is currently a Member of the Executive Leadership Council of the Dr. Kiran C. Patel College of Allopathic Medicine and Nova Southeastern University in Broward County, Florida, and was a past trustee of Palms West Hospital (2005 to 2011). Mr. Guillama served on the executive committee of the Patient-Centered Primary Care Collaborative (PCPCC) and is a past member of the American College of Health Care Executives, the Healthcare and Information Management Systems Society (HIMSS), the Medical Group Management Association (MGMA), and the American College of Medical Practice Executives (ACMPE). Mr. Guillama is a graduate of executive and leadership programs at Massachusetts Institute of Technology, University of Georgia and Florida International University.

Name	Age		Position(s) and Office(s) Held
Travis Jackson		53	Chief Executive Officer, Treasurer, Director
Noel Guillama		62	Director
John Marino		51	Chairman of the Board of Directors
Robert Hood		76	Chief Operating Officer, Secretary, Director
Scott Powell		72	Director
Dr.Ann Hawkins		71	Chief Innovation & Marketing Officer

~~John Marino. Mr.~~Set ~~Marino~~forth ~~has~~below ~~served~~is asa ~~the~~brief ~~Chairman~~description of the ~~Board~~background ofand ~~Directors~~business ~~since September 2022. Mr. Marino's previous~~ experience ~~includes serving as the Director~~ of ~~Real~~our ~~Estate~~directors and ~~Legislative~~our ~~Affairs~~executive ~~at Patriot Rail Corp~~officers., a company based in Boca Raton, Florida that operates short line and regional railroads in the United States. During his time at Patriot Rail Corp., Mr. Marino was responsible for managing and developing railroad real estate, including industrial development, as well as managing all easements and encroachments related to rights-of-way. Prior to joining Patriot Rail Corp., Mr. Marino served as the President of Transportation Management Services, Inc. (TMS). He holds a Bachelor of Science in International Business from American University in Washington D.C.

~~Legal~~Travis Jackson. ~~Proceedings~~Mr. Jackson has served as our Chief Executive Officer since August 30, 2022 and member of our board of directors since June 14, 2022. Prior to this, Mr. Jackson served as Chief Executive Officer of our wholly owned subsidiary, Health Karma, since August 16, 2021. Mr. Jackson brings a wealth of experience across virtually every dimension of healthcare. Previously, he served as VP of Strategy & Business Development for Beacon Health Options, the largest independently held behavioral health organization in the country. Beacon serves more than 40 million individuals across all 50 states, including nearly 3 million individuals under comprehensive risk-based behavioral programs. Mr. Jackson was responsible for sales, strategy and business development for the company in the Western US. Sales efforts directed towards commercial health insurance plans, state and county Medicaid plans and large TPA’s. While at Beacon, the Company was acquired by Anthem in 2020 and resided as a wholly owned subsidiary in Anthem’s Diversified Business Group.

~~None~~Prior to Beacon, Mr. Jackson was Executive VP of ~~our~~Sales ~~directors~~for orLinkwell ~~officers~~Health, where he was responsible for national sales and marketing activities ~~are~~for ~~involved~~the incompany, ~~any~~with ~~legal~~these ~~proceedings~~efforts asdirected ~~described~~towards health insurance plans, hospital systems and health services companies. Mr. Jackson also has had success in ~~Regulation~~his ~~S-K~~career ~~(§229~~building new businesses.~~401(f))~~ He was a founder of Ascendant Behavioral Health, a series of outpatient behavioral health clinics. Mr. Jackson was responsible for clinic set up including locations, billing, hiring and staffing, IT set up and clinic processes.

~~Corporate~~Prior to ~~Governance~~that, Mr. Jackson was Founding Partner & Executive Vice President of Sales of MY ePHT, where he created a multimillion-dollar company from an initial idea, through fundraising, production, active sales and service and renewal phases. During his time, he participated in the Executive Leadership Board of the company creating, reviewing and approving all strategy and operations, and was one of the key decision makers in the sale of the company. At time of sale, MY ePHT had achieved 22.7 million paid members.

~~Board~~Noel J. Guillama. Mr. Guillama is a nationally recognized expert and lecturer on healthcare management/operations and the use of ~~directors~~technology in healthcare. Since 1984, he has been Chairman of Guillama, Inc., a strategic operations management consulting company in healthcare, technology, and a wide range of projects including medical facilities, commercial complexes and infrastructure facilities. He holds several patents and is creator of over a dozen patents currently before the USPTO in a variety of areas. Since 2004, Mr. Guillama has been President of The Quantum Group, Inc (“Quantum”), a private healthcare technology and innovation company that has in the past operated through subsidiary healthcare delivery networks, contracted with over 2,000 providers and contracted with managed care companies. Quantum currently controls various intellectual properties, including an electronic healthcare records (EHR) platform it designed and built, and it controls a number of issued and pending patents in the U.S. Quantum is a greater than 5% shareholder of the Company.

The board of directors oversees our business affairs and monitors the performance of management. Directors are elected for a one-year term and hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the shareholders.34

~~We do not have a policy regarding~~From ~~the~~1996 ~~consideration~~to ~~of any director candidates~~2000, ~~which~~Mr. ~~may~~Guillama bewas ~~recommended~~the ~~by our stockholders~~Founder, ~~including the minimum qualifications for director candidates~~Chairman, ~~nor~~President ~~has our board of directors established a process for identifying~~ and ~~evaluating~~Chief ~~director~~Executive ~~nominees.~~Officer ~~Further, when identifying nominees to serve as a director, while we do not have a policy regarding the consideration~~ of ~~diversity~~Metropolitan inHealth ~~selecting directors~~Networks, weInc. ~~seek~~(AMEX:MDF), ~~to create~~ a ~~board~~management ofservices ~~directors~~organization. ~~that~~Mr. isGuillama ~~strong~~left inMetropolitan ~~its collective knowledge and has a diversity of skills and experience with respect~~ to ~~accounting~~ ~~and~~develop ~~finance,~~Quantum ~~management and leadership~~Innovations, ~~vision~~Inc. and ~~strategy,~~its ~~business~~parent ~~operations~~company, ~~business judgment, industry knowledge and corporate governance~~Quantum. ~~We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our~~ ~~stockholders, including the procedures to be followed~~Mr. ~~Our~~Guillama ~~Board~~ has ~~not~~served ~~considered or adopted any of these policies~~ as weQuantum’s ~~have~~Chief ~~never received~~Executive aOfficer ~~recommendation~~and ~~from~~President ~~any~~since ~~stockholder~~its ~~for any candidate to serve on our board of directors~~inception. ~~Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future~~Mr. ~~While~~Guillama ~~there~~was ~~have~~VP ~~been no nominations~~ of ~~additional~~Development ~~directors~~for ~~proposed~~MedPartners, inInc., ~~the event such~~ a ~~proposal is made~~Birmingham, ~~all~~Alabama-based ~~members~~physician ofpractice ~~our~~management ~~Board will participate in the consideration of director nominees~~company. In ~~considering~~Prior ato ~~director nominee~~MedPartners, ithe isserved ~~likely~~as ~~that our Board will consider the professional~~ Director and~~/or~~ ~~educational~~Vice ~~background~~President of ~~any~~Operations ~~nominee with~~for aQuality ~~view~~Care ~~towards~~Networks, ~~how~~Inc., ~~this person might bring~~ a ~~different~~South ~~viewpoint~~Florida-based orcomprehensive ~~experience~~group ~~to our Board~~practice.

WeMr. Guillama ~~have~~is ~~not~~the ~~established~~immediate ~~any~~Past ~~committees~~Chair (Currently Director) of the Florida International University Foundation, Inc., a direct support ~~including~~organization anof ~~Audit~~Florida ~~Committee~~International University, managing a ~~Compensation~~$230 ~~Committee~~million orendowment. aPrior ~~Nominating~~to ~~Committee~~this Chair position, orhe ~~any~~served ~~committee~~FIU ~~performing~~as Chair of Finance, Investments, and Academics Committees. He is currently director and Past-Chair of the Palm Beach State College Foundation. Mr. Guillama is currently a ~~similar~~Member ~~function~~of the Executive Leadership Council of the Dr. ~~The~~Kiran C. Patel College of Allopathic Medicine and Nova ~~functions~~Southeastern University in Broward County, Florida, and was a past trustee of ~~those~~Palms ~~committees~~West ~~are~~Hospital ~~being~~(2005 ~~undertaken~~to by2011). Mr. Guillama served on the ~~board~~executive committee of ~~directors~~the asPatient-Centered Primary Care Collaborative (PCPCC) and is a ~~whole~~past member of the American College of Health Care Executives, the Healthcare and Information Management Systems Society (HIMSS), the Medical Group Management Association (MGMA), and the American College of Medical Practice Executives (ACMPE). Mr. Guillama is a graduate of executive and leadership programs at Massachusetts Institute of Technology, University of Georgia and Florida International University.

39John Marino. Mr. Marino has served as the Chairman of the Board of Directors since September 2022. Mr. Marino's previous experience includes serving as the Director of Real Estate and Legislative Affairs at Patriot Rail Corp., a company based in Boca Raton, Florida that operates short line and regional railroads in the United States. During his time at Patriot Rail Corp., Mr. Marino was responsible for managing and developing railroad real estate, including industrial development, as well as managing all easements and encroachments related to rights-of-way. Prior to joining Patriot Rail Corp., Mr. Marino served as the President of Transportation Management Services, Inc. (TMS). He holds a Bachelor of Science in International Business from American University in Washington D.C.

Robert Hood. Mr. ~~Guillama~~Hood ishas ~~considered~~served as our Chief Operating Officer as an ~~“audit~~ ~~committee~~employee ~~financial~~as ~~expert”~~of ~~within~~January 1, ~~the~~2023 ~~meaning~~and member of ~~Item~~our ~~407(d)~~board of ~~Regulation~~directors ~~S-K.~~since ~~Because~~October 10, 2023. Mr. ~~Guillama~~Hood ishas ana ~~officer~~diverse executive management background, having ~~director~~held ~~and~~positions ~~significant~~in ~~stockholder~~operations, ofcorporate ~~the~~planning, ~~Company~~strategic marketing, heand isbusiness ~~not~~development ~~independent~~for ofvarious ~~management.~~corporations Inin ~~general,~~different industries. anHis ~~“audit~~strengths ~~committee~~are ~~financial expert”~~in isproviding anleadership ~~individual~~and ~~member~~strategic ofdirection, ~~the~~especially ~~audit~~for ~~committee~~new orventures ~~board~~and ofbusiness ~~directors~~development ~~who:~~opportunities.

●Prior to ~~understands~~his ~~generally~~current ~~accepted~~position, ~~accounting~~Mr. ~~principles~~Hood ~~and~~was ~~financial statements; ● is able to assess~~ the ~~general~~President ~~application~~and ofChief ~~such~~Innovation ~~principles~~Officer infor ~~connection~~24hr ~~with~~Virtual ~~accounting~~Clinic ~~for estimates~~Inc., ~~accruals~~which ~~and~~was ~~reserves;~~acquired ●by the ~~has~~Company ~~experience~~in ~~preparing,~~2022. ~~auditing,~~24hr ~~analyzing~~Virtual orClinic ~~evaluating~~developed ~~financial statements comparable to~~ the ~~breadth~~Workers ~~and~~1st ~~complexity~~Call, toResponders ~~our~~1st ~~financial~~Call, ~~statements;~~and ●Student ~~understands~~1st Call ~~internal~~products ~~controls~~currently ~~over~~being ~~financial~~offered ~~reporting;~~by ~~and,~~the ~~● understands audit committee functions~~Company.

~~Our securities are not quoted~~Prior onto an24hr ~~exchange~~Virtual ~~that~~Clinic, ~~has~~Mr. ~~requirements~~Hood ~~that~~was a ~~majority~~principal ofwith ~~our~~WellCare ~~Board~~Dimensions ~~members~~Inc., bea ~~independent~~consulting ~~and~~firm wefocused ~~are~~on ~~not~~new ~~currently~~dimensions ~~otherwise~~in ~~subject to~~health ~~any~~and ~~law,~~well-being ~~rule~~solutions. orWellCare ~~regulation~~Dimensions ~~requiring~~provides ~~that~~tools, ~~all~~training, orand ~~any~~resources ~~portion~~for ofindividuals ~~our~~and ~~board~~corporations ofto ~~directors~~manage ~~include “independent” directors, nor~~and ~~are~~control wetheir ~~required~~healthcare tocosts ~~establish~~by orbeing ~~maintain~~responsible anfor ~~Audit~~their ~~Committee~~health orand ~~other committee of our board of directors~~well-being.

~~Board~~Prior to ~~leadership~~Wellcare ~~structure~~Dimensions Inc, Mr Hood was an Owner and Executive Vice President for Life Fitness Inc, one of the ~~Board~~world’s largest ~~role~~exercise inequipment ~~risk~~companies ~~oversight~~where Mr. Hood directed the pioneering of several exercise equipment technology breakthroughs. As Director of Corporate Planning for Bally Manufacturing, Mr. Hood spearheaded the acquisition by Bally of LifeCycle Inc. which became Life Fitness Inc.

~~Our~~Mr. Hood ~~Board~~is ~~believes~~a ~~our~~Magna ~~current structure~~cum ~~provides~~Laude ~~independence~~Mechanical ~~and~~Engineering ~~oversight~~graduate ~~and~~from ~~facilitates~~ the ~~communication~~University ~~between~~of ~~senior~~Akron ~~management~~ and ~~the~~is ~~full~~an ~~board~~MBA ofgraduate ~~directors regarding~~in ~~risk~~Marketing ~~oversight,~~from ~~which~~ the ~~Board~~Kellogg Graduate ~~believes~~School ~~strengthens~~of ~~its risk oversight activities~~Management.

~~Risk~~Scott Powell. As isof ~~inherent~~December ~~with~~6, ~~every business~~2023, ~~and~~ ~~how~~Mr. ~~well~~Powell ahas ~~business~~served ~~manages~~as ~~risk~~a ~~can~~Director ~~ultimately~~for ~~determine~~the ~~its~~Company. ~~success~~Mr. WePowell ~~face~~is currently a ~~number~~Senior ofFellow with ~~risks,~~Discovery ~~including~~Institute ~~liquidity~~Center ~~risk,~~on ~~operational risk,~~Wealth ~~strategic risk~~ and ~~reputation risk~~Poverty. ~~Management~~Scott isPowell ~~responsible~~has ~~for~~enjoyed ~~the~~a ~~day-to-day~~career ~~management~~split ofbetween ~~the~~theory ~~risks~~and wepractice ~~face,~~with ~~while~~35 ~~the Board~~years ~~has~~of ~~responsibility~~experience ~~for~~as ~~the~~an ~~oversight~~entrepreneur and founder of ~~risk~~two ~~management~~companies. InAt ~~its~~the ~~risk~~time ~~oversight~~of ~~role,~~selling ~~the~~his ~~board~~last ofbusiness ~~directors~~practice, ~~has~~he ~~the~~became ~~responsibility~~a tovisiting ~~satisfy~~fellow ~~itself~~at ~~that~~Stanford’s ~~the~~Hoover ~~risk~~Institution ~~management~~and ~~processes~~then ~~designed~~joined ~~and~~the ~~implemented~~Discovery byInstitute, ~~management~~while ~~are~~also ~~adequate~~founding ~~and~~a ~~functioning~~consulting asfirm, ~~designed~~Remington Rand. ~~To do~~His ~~this,~~research ~~the~~and ~~members~~writing ofhas ~~our~~resulted ~~board~~in ofover ~~directors~~300 ~~meet~~published ~~regularly~~articles ~~with~~on ~~management~~economics, tobusiness, ~~discuss~~political ~~strategy~~culture and ~~risks~~regulation wein: The ~~face.~~Wall ~~Our~~Street ~~Chief~~Journal, Investor’s Business Daily, USA Today, Barron’s Financial, The Federalist, Newsmax, Epoch Times, ~~Officer~~New isYork ~~also~~Post, aChicago ~~member~~Tribune, ofDallas ~~the~~Morning ~~Board~~News, ~~and~~San isFrancisco ~~available~~Chronicle, toSan ~~address~~Jose ~~any~~Mercury ~~questions~~News, orPhiladelphia ~~concerns~~Inquirer, ~~raised~~Houston byChronicle, St. ~~the~~Louis ~~Board~~Post-Dispatch, onSan ~~risk~~Diego ~~management~~Union, and ~~any~~ some two dozen other ~~matters~~newspapers and journals in the U.S., Japan and Europe.

~~Director independence~~35

WeHe authored ~~have~~the ~~three~~Hoover ~~directors~~monograph, The Entrepreneur as the Mainspring of Economic Growth, which explains why the state cannot perform the entrepreneurial function, and he produced an in-depth critique of Sarbanes-Oxley regulations, published in Barron’s Financial and the Hoover Digest. Following the 2008 mortgage and banking crisis, he was one of the first to write a succinct analysis of what happened and why, which ~~(Mr.~~was ~~Marino)~~published isas ~~independent~~the editorial in Barron’s Financial.

~~Director~~ Scott’s first ~~qualifications~~book, Covert Cadre, documented the political cultural changes sweeping through America that would change and undermine the business climate in America; it was hailed by National Review as one of the most important books of the 1988 election year. His latest book, Rediscovering America, was a #1 bestselling new release in the American history genre; it succinctly explains how and why the United States has been entirely unique and different from every other nation in human history. Scott has been called on to provide expert witness analysis and testimony for the U.S. Senate Committee on Foreign Relations and the US Senate Select Committee on Intelligence. He has also taught international economics at the graduate school level and has made appearances on some 400 radio and television shows throughout the U.S.

~~Travis~~ Scott ~~Jackson~~Powell ~~– Mr.~~graduated ~~Jackson~~from ~~brings~~the aUniversity ~~wealth~~ of ~~experience~~Chicago ~~across~~with ~~multiple~~honors ~~dimensions of healthcare~~(B. ~~Throughout his numerous roles, Mr~~A. ~~Jackson has been responsible for national sales directed toward health insurance plans, providing access to state~~ and ~~county~~M.A.) ~~Medicaid plans,~~ and ~~even~~received ~~setting up~~his ~~outpatient behavioral health clinics~~Ph. MrD. ~~Jackson also has had success~~ in ~~his~~political ~~career building new businesses. He was a founder of both Ascendant Behavioral Health~~ and ~~Highland Springs Specialty Clinics, a series of outpatient behavioral health clinics. In addition, Mr.~~economic ~~Jackson~~theory ~~was a founder in a healthcare technology startup where he created a multimillion-dollar company~~ from anBoston ~~initial idea~~University, ~~through fundraising,~~writing ~~production,~~his ~~active~~dissertation ~~sales~~on ~~and service and renewal phases. Accordingly,~~ the ~~Board~~determinants ~~determined that Mr. Jackson is qualified to serve as a member~~ of ~~our~~entrepreneurial ~~board~~activity ofand ~~directors~~economic growth.

40Ann Hawkins PhD. Dr Hawkins has served as our Chief Innovation & Marketing Officer as an employee as of January 1, 2023. Dr Hawkins is one of the pioneers to recognize the benefits of preventive healthcare, which she coined as “wellcare”. Her understanding of the positive financial, personal, and practical implications of prevention and responsible healthcare are the keystones and the passion of her career. She is an educator and entrepreneur. Her sales and marketing affiliations with health spas, athletic and fitness equipment companies gave her “hands on” experience implementing academic concepts into real life situations. The sales and marketing experiences gave her practical expertise to share in the academic arena.

~~Noel Guillama – Mr.~~Prior ~~Guillama~~to isthis, ~~a nationally recognized expert in healthcare management and operations~~Dr. HeHawkins ~~has~~was ~~served,~~the ~~past~~Founder and ~~present,~~Chief asExecutive ~~Chairman~~Officer ~~and~~for ~~Director of~~24hr ~~multiple~~Virtual ~~healthcare~~Clinic ~~technology companies and health-related executive committees~~Inc., ~~both~~which ~~private~~was ~~and~~acquired ~~publicly~~by ~~listed~~the onCompany ~~NASDAQ~~in ~~and NYSE-Amex~~2022. ~~His~~24hr ~~experience~~Virtual inClinic developed the ~~healthcare~~Workers ~~industry~~1st ~~and~~Call, ~~his~~Responders ~~development~~1st ofCall, ~~patented~~and ~~healthcare~~Student ~~technologies~~1st ~~are~~Call ~~at the core of the Company’s~~products ~~new~~currently ~~business~~being ~~plan.~~offered ~~These factors were considered~~ by the ~~board in reaching their conclusion regarding Mr~~Company. ~~Guillama’s qualification to serve as a director.~~

~~John~~Prior to ~~Marino~~24hr –Virtual MrClinic, Dr. ~~Marino~~ isHawkins was the Founder and Chief Executive Officer for Wellcare Dimensions Inc. a ~~seasoned~~consulting ~~executive~~company providing new dimensions to the delivery of ~~public~~healthcare and ~~private~~wellness ~~companies,~~services ~~bringing~~– ~~significant~~primarily ~~experience~~focused ~~driving~~on ~~revenue~~prevention ~~growth,~~and ~~operating~~responsible ~~efficiently~~healthcare. atThis ~~scale~~is indone ~~highly~~using ~~regulated~~cutting ~~industries~~edge tools focused on mind, body, and ~~delivering~~inspirational ~~value~~health to– ~~shareholders~~initiating ~~Accordingly,~~responsible healthcare. One of the ~~Board~~early ~~determined~~initiatives ~~that~~was ~~Mr.~~the ~~Marino~~successful islaunch ~~qualified to~~of ~~serve~~a asnetwork marketing company which provided a ~~member~~homeopathic ofproduct ~~our~~line ~~board~~coined, ofnaturalceuticals, into ~~directors~~Europe.

InDr Hawkins ~~addition~~received toa ~~the~~PhD ~~each~~degree ofin Sports Management from the ~~individual~~ ~~skills~~University ~~and~~of ~~background~~Northern ~~described~~Colorado ~~above,~~being ~~the~~acknowledged ~~board~~as ~~also~~the ~~concluded~~first ~~that~~female ~~each~~in the ofU.S ~~these~~to ~~individuals~~achieve ~~will~~this ~~continue~~degree. toHer ~~provide~~doctoral ~~knowledgeable advice~~thesis towas ~~our~~on ~~other~~the ~~directors~~cost ~~and~~benefits to ~~senior~~corporations ~~management~~in onkeeping ~~numerous~~their ~~issues~~employees ~~facing~~healthy ~~our~~versus paying ~~company~~the ~~and~~cost onto ~~the~~bring ~~development~~employees ~~and~~back ~~execution~~to ofhealth ~~our strategy~~after an illness.

~~Director~~Legal ~~Compensation~~Proceedings

WeNone ~~did~~of ~~not compensate~~ our directors ~~for~~ ~~their~~or ~~services~~officers onare ~~the~~involved ~~Board~~in ~~during~~any ~~2022~~legal proceedings ~~and~~as ~~2021~~described in Regulation S-K (§229.401(f)).

~~Code~~Corporate ~~of Business Conduct and Ethics~~Governance

WeBoard ~~have adopted a Code~~ of Business Conduct and Ethics that applies to our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Controller and any other persons performing similar functions. This code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities and Exchange Commission. A copy of this Code is available without charge upon written request to our Corporate Secretary at our principal executive offices.Directors

~~ITEM~~The board 11of directors oversees our business affairs and monitors the performance of management. ~~EXECUTIVE~~Directors ~~COMPENSATION~~are elected for a one-year term and hold office until their successors have been elected and duly qualified unless the director resigns or by reason of death or other cause is unable to serve in the capacity of director. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the shareholders.

~~SUMMARY~~We do ~~COMPENSATION~~not ~~TABLE~~have a policy regarding the consideration of any director candidates, which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as a director, while we do not have a policy regarding the consideration of diversity in selecting directors, we seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

~~The table below summarizes all~~We ~~compensation~~have ~~recorded~~not byestablished usany incommittees, ~~the~~including ~~past~~an ~~two~~Audit ~~years~~Committee, ~~for~~a ~~our~~Compensation ~~principal~~Committee ~~executive~~or ~~officer~~a ~~and~~Nominating ~~principal~~Committee, ~~financial~~or ~~officer~~any ~~and each other executive~~committee ~~officer~~performing ~~serving~~a assimilar ~~such~~function. ~~whose~~The ~~annual~~functions ~~compensation~~of ~~exceeded~~those ~~$100,000,~~committees ~~and~~are upbeing toundertaken ~~two~~by ~~additional individuals for whom disclosure would have been made in this table but for~~ the ~~fact~~board ~~that~~of ~~the~~directors ~~individual was not serving~~ as ana ~~executive officer of our company at December 31, 2022~~whole.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Neil Swartz		2022		—		—		—		—		—	$	360,000	$	360,000
Former Interim Chief Executive Officer (1)		2021		—		—		—		—		—	$	420,000	$	420,000
Timothy S Hart		2022		—		—		—		—		—	$	602,600	$	602,600
Former Chief Financial Officer (2)		2021		—		—		—		—		—	$	640,538	$	640,538

~~———————~~Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

~~(1)~~Board ~~There~~leadership isstructure ~~no employment agreement between Mr. Swartz~~ and the ~~Company.~~Board’s role Mr. Swartz did not earn any compensation as an individual. However, Mr. Swartz is 50% owner of TBG Holdings, Corp. During 2022 and 2021, the Company recognized $720,000 and $840,000, respectively, as related party management fees. As such, we have included 50% of the recognized expense in ~~the~~risk ~~table above.~~oversight

~~(2)~~Our Board ~~There~~believes isour nocurrent ~~employment~~structure ~~agreement~~provides ~~between~~independence ~~Mr. Hart~~ and ~~the~~oversight ~~Company. Mr. Hart did not earn any compensation as an individual, however, Mr. Hart is 50% owner of TBG Holdings Corp. During 2022~~ and ~~2021,~~facilitates the ~~Company~~communication ~~recognized~~between ~~$720,000~~senior management and ~~$840,000,~~the ~~respectively,~~full asboard ~~related party management fees due to TBG. As such, we have included 50%~~ of ~~the~~directors ~~recognized~~regarding ~~expense~~risk ~~in the table above. Additionally~~oversight, ~~Mr.~~which ~~Hart provides services to~~ the ~~Company~~Board ~~through~~believes astrengthens ~~company~~its herisk ~~owns,~~oversight ~~R3 Accounting~~activities. ~~During 2022 and 2021, the Company recognized expense related to R3 Accounting services of $242,600 and $220,538, respectively.~~

41Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the members of our board of directors meet regularly with management to discuss strategy and risks we face.

~~Outstanding~~Director ~~Equity Awards at Fiscal Year-End Table~~independence

~~The~~We ~~Company~~have ~~had~~five nodirectors, ~~outstanding~~of ~~equity~~which ~~awards~~Mr. asMarino, ofMr. ~~December 31~~Guillermo, and ~~2022~~Mr. Powell are independent.

~~ITEM~~Director ~~12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~qualifications

~~The~~Travis Jackson ~~following~~– ~~table~~Mr. ~~sets~~Jackson ~~forth certain~~brings ~~information~~a aswealth of ~~December~~experience 31across multiple dimensions of healthcare. Throughout his numerous roles, Mr. ~~2022~~Jackson byhas ~~(i)~~been ~~all~~responsible ~~persons~~for ~~who~~national ~~are~~sales ~~known~~directed bytoward ushealth insurance plans, providing access to ~~beneficially~~state ~~own~~and ~~more~~county ~~than~~Medicaid plans, 5%and ofeven ~~our~~setting ~~outstanding~~up outpatient behavioral health clinics. Mr. Jackson also has had success in his career building new businesses. ~~shares~~He was a founder of ~~common~~both ~~stock~~Ascendant Behavioral Health and Highland Springs Specialty Clinics, ~~(ii)~~a ~~each~~series ~~director~~of ~~and~~outpatient ~~Named~~behavioral ~~Executive~~health clinics. ~~Officer;~~In ~~and~~addition, ~~(iii)~~Mr. ~~all~~Jackson ~~executive~~was ~~officers~~a founder in a healthcare technology startup where he created a multimillion-dollar company from an initial idea, through fundraising, production, active sales and ~~directors~~service and renewal phases. Accordingly, the Board determined that Mr. Jackson is qualified to serve as a ~~group:~~member of our board of directors.

	Title of Class
		Series A Convertible Preferred Stock				Common Stock
Name and Address of Beneficial Owner (1)		Number of shares Beneficially Owned (2)	Common Stock Equivalents	% of Class (2)		Number of Shares Beneficially Owned (2)	% of Class (2)
Directors and Named Executive Officers
Timothy S. Hart(3)		88,298	8,300,000	33.3	%	10,920,519	9.85	%
Neil Swartz (4)		88,298	8,300,000	33.3	%	10,920,519	9.85	%
Noel Guillama (5)		88,298	8,300,000	33.3	%	7,500,000	6.77	%
All current directors and officers as a group (3 persons)		264,894	24,900,000	100	%	29,341,038	26.47	%
5% shareholders
TBG Holdings Corp.		—	—	—		9,978,019	9.00	%
Timothy S. Hart(3)		88,298	8,300,000	33.3	%	9,978,019	9.00	%
Neil Swartz (4)		88,298	8,300,000	33.3	%	9,978,019	9.00	%
The Quantum Group, Inc.(5)		—	—	—		6,500,000	5.86	%
Guillama 2, Inc. (5)		88,298	8,300,000	33.3	%	1,000,000	0.90	%

~~(1)~~Noel Guillama ~~Beneficial~~– ~~ownership~~Mr. Guillama is ~~determined~~a nationally recognized expert in ~~accordance~~healthcare ~~with~~management ~~SEC~~and ~~rules~~operations. He has served, past and present, ~~generally~~as ~~includes~~Chairman ~~voting~~and orDirector ~~investment~~of ~~power~~multiple ~~with~~healthcare ~~respect~~technology tocompanies ~~securities.~~and ~~Each~~health-related ofexecutive ~~the~~committees, ~~beneficial~~both ~~owners~~private and publicly listed ~~above~~on ~~has~~NASDAQ ~~direct~~and ~~ownership~~NYSE-Amex. ofHis ~~and~~experience ~~sole~~in ~~voting~~the ~~power~~healthcare industry and ~~investment~~his ~~power~~development ~~with~~of ~~respect~~patented tohealthcare technologies are at the ~~shares~~core of ~~our~~the ~~common~~Company’s ~~stock~~new ~~and~~business ~~except~~plan. asThese ~~indicated~~factors ~~the~~were ~~address~~considered ofby ~~each~~the ~~beneficial~~board ~~owner~~in isreaching ~~2929~~their ~~East~~conclusion ~~Commercial~~regarding Mr. ~~Boulevard,~~Guillama’s ~~PH-D,~~qualification ~~Fort~~to ~~Lauderdale,~~serve FLas ~~33308~~a director.

~~(2)~~John Marino ~~Calculated~~– ~~pursuant to rule 13d-3(d) of the Exchange Act~~Mr. ~~Beneficial~~Marino ~~ownership~~ is ~~calculated~~a ~~based~~seasoned onexecutive ~~122,182,860 shares~~ of ~~common~~public ~~stock~~and ~~issued~~private ~~and~~companies, ~~outstanding~~bringing assignificant ofexperience ~~December~~driving 31revenue growth, ~~2022.~~operating ~~Under~~efficiently ~~Rule~~at ~~13d-3(d)~~scale ofin ~~the~~highly ~~Exchange~~regulated ~~Act~~industries, ~~shares~~and ~~not~~delivering ~~outstanding~~value ~~which are subject~~ to ~~options,~~shareholders ~~warrants~~Accordingly, ~~rights~~the orBoard ~~conversion~~determined that ~~privileges~~Mr. ~~exercisable~~Marino ~~within~~is 60qualified ~~days~~to ~~are~~serve ~~deemed~~as ~~outstanding~~a ~~for~~member ~~the purpose~~ of ~~calculating~~our ~~the~~board ~~number and percentage owned by such person, but are not deemed outstanding for the purpose~~ of ~~calculating the percentage owned by each other person listed~~directors.

~~(3)~~In addition ~~Represents~~to ~~(a)~~the ~~8,300,000~~each ~~shares~~ of ~~common~~the ~~stock~~individual ~~issuable~~skills ~~upon~~and ~~conversion~~background ofdescribed 88above,~~298~~ ~~shares~~the ofboard ~~Series~~also Aconcluded ~~Convertible~~that ~~Preferred~~each ~~Stock; and (b) 9,978,019 shares~~ of ~~common~~these ~~stock~~individuals will ~~held~~continue byto ~~TBG~~provide ~~Holdings~~knowledgeable ~~Corp.,~~advice ofto ~~which~~our ~~Mr.~~other ~~Hart~~directors ~~is a principal~~ and ~~in such capacity, Mr. Hart may be deemed~~ to ~~have~~senior ~~beneficial~~management ~~ownership~~on ofnumerous ~~these~~issues ~~shares.~~facing ~~Mr.~~our ~~Hart~~company isand, on nothe ~~longer~~development, aand ~~principal~~execution ~~or director as~~ of ~~September~~our ~~15, 2022~~strategy.

~~(4)~~Robert Hood ~~Represents~~- (Mr. Hood has a) 8diverse executive management background,~~300~~ having held positions in operations,~~000~~ ~~shares~~corporate ofplanning, ~~common~~strategic marketing, ~~stock~~and ~~issuable~~business ~~upon~~development ~~conversion~~for ofvarious ~~88,298~~corporations ~~shares~~in ofdifferent ~~Series~~industries. AHis ~~Convertible~~strengths ~~Preferred~~are ~~Stock;~~in providing leadership and ~~(b)~~strategic direction, 9especially for new ventures and business development opportunities. Mr. Hood was the Chief Innovation Officer for 24hr Virtual Clinic Inc.,~~978~~ which was acquired by the Company in 2022,~~019~~ ~~shares~~and ofwas ~~common~~an ~~stock~~Owner ~~held~~and byExecutive ~~TBG~~Vice ~~Holdings~~President ~~Corp~~for Life Fitness Inc., one of ~~which~~the world’s Mrlargest exercise equipment companies. ~~Swartz~~As isDirector aof ~~principal~~Corporate Planning and inDevelopment ~~such~~for ~~capacity~~GATX Corp., Mr. ~~Swartz~~Hood ~~may~~was bea pioneer ~~deemed~~in tothe ~~have~~development ~~beneficial~~of ~~ownership~~the ofsystematic ~~these~~strategic ~~shares~~planning processes. AsAccordingly, ofthe ~~June~~Board ~~15,~~determined ~~2022,~~that Mr. ~~Swartz~~Hood ~~has~~is noqualified to ~~longer~~serve ~~been~~as a ~~principal~~member orof ~~director.~~our board of directors

~~(5)~~Scott Powell ~~Represents~~– (Mr. Powell has enjoyed a) ~~8,300,000~~career ~~shares~~split between theory and practice with 35 years of ~~common~~experience ~~stock~~as ~~issuable~~an ~~upon~~entrepreneur ~~conversion~~and founder of ~~88,298~~two ~~shares~~companies. At the time of ~~Series~~selling Ahis ~~Convertible~~last ~~Preferred~~business ~~Stock;~~practice, ~~(b)~~Mr. 6Powell became a visiting fellow at Stanford’s Hoover Institution and then joined the Discovery Institute,~~500~~ while also founding a consulting firm,~~000~~ ~~shares~~Remington ofRand. ~~common~~He ~~stock~~authored ~~held~~the byHoover monograph, The ~~Quantum~~Entrepreneur ~~Group,~~as ~~Inc.~~the Mainspring of Economic Growth, which isexplains ~~controlled~~why bythe ~~Mr.~~state ~~Guillama;~~cannot ~~and~~perform ~~(c)~~the 1entrepreneurial function,~~000,000~~ ~~shares~~and ofhe ~~common~~produced ~~stock~~an ~~held~~in-depth bycritique ~~Guillama~~of 2,Sarbanes-Oxley ~~Inc.~~regulations, ~~which~~published isin ~~owned~~Barron’s byFinancial ~~Mr.~~and ~~Guillama.~~the MrHoover Digest. ~~Guillama~~Following ~~may~~the be2008 ~~deemed~~mortgage toand ~~have~~banking ~~beneficial~~crisis, ~~ownership~~he was one of the ~~shares~~first ~~held~~to bywrite ~~The~~a ~~Quantum~~succinct ~~Group,~~analysis ~~Inc,~~of what happened and why, ~~Guillama~~which 2was published as the editorial in Barron’s Financial. Accordingly, ~~Inc~~the Board determined that Mr. Powell is qualified to serve as a member of our board of directors

~~Securities authorized for issuance under equity compensation plans~~Director Compensation

WeOn April ~~have~~22, ~~not~~2024, ~~adopted~~an ~~any~~award ~~equity~~of ~~compensation~~250,000 orshares ~~similar~~of MDXL stock has been given to all current board members in recognition of their services ~~plans~~to the board and the Company in lieu of any other compensation.

42Code of Business Conduct and Ethics

~~ITEM~~In January 132023, the Company adopted an Insider Trading Policy and a Code of Ethics & Business Practices Policy which applies to our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Controller and any other persons performing similar functions as well as our Board of Directors. ~~CERTAIN~~This ~~RELATIONSHIPS~~code ~~AND~~provides ~~RELATED~~written ~~TRANSACTIONS~~standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, ~~AND~~including ~~DIRECTOR~~the ~~INDEPENDENCE~~ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities and Exchange Commission. A copy of this Code is available without charge upon written request to our Corporate Secretary at our principal executive offices.

We do not have a formal written policy for the review and approval of transactions with related parties; however, our Code of Business Conduct and Ethics require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel will review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken. 38

~~Transactions~~ITEM 11. ~~with~~EXECUTIVE ~~Related~~COMPENSATION. ~~Persons~~SUMMARY COMPENSATION TABLE

The table ~~board~~below issummarizes ~~responsible~~all ~~for~~compensation ~~review, approval,~~recorded orby ~~ratification~~us ofin ~~related~~the ~~party~~past ~~transactions~~two ~~entered~~years ~~into~~for ~~between~~our usprincipal executive officer and ~~related~~principal ~~persons.~~financial officer ~~Under~~and ~~SEC~~each ~~rules,~~other aexecutive ~~related~~officer ~~person is~~serving aas ~~director,~~such ~~officer~~whose annual compensation exceeded $100,000, ~~nominee~~and up to two additional individuals for ~~director,~~whom ordisclosure 5%would ~~stockholder~~have ofbeen ~~our~~made ~~outstanding~~in ~~shares~~this oftable ~~common~~but ~~stock,~~for ~~and~~the ~~their~~fact ~~affiliates~~that ~~and~~the ~~immediate~~individual was not serving as an executive officer of ~~family~~our ~~members~~company at December 31, 2023.

The board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

Name and Principal			Salary		Bonus		Stock Awards		Option Awards		Nonqualified Deferred Compensation		All Other Compensation		Total
Position	Year		($)		($)		($)		($)		($)		($)		($)
Travis Jackson - CEO		2023	$	205,000		—		—		—		—		—	$	205,000
		2022	$	205,000		—		—		—		—		—	$	205,000
Robert Hood - COO		2023	$	91,000		—		—		—		—		—	$	91,000
Dr Ann Hawkins - CMO		2023	$	91,000		—		—		—		—		—	$	91,000
Neil Swartz (1)		2022		—		—		—		—		—	$	360,000	$	360,000
Timothy S Hart (2)		2022		—		—		—		—		—	$	602,600	$	602,600

~~● any transaction with another company for which a related person’s only relationship is as an employee~~ (~~other than an executive officer~~1), ~~director,~~There oris ~~beneficial~~no ~~owner~~employment ofagreement ~~less~~between ~~than~~Mr. ~~10%~~Swartz ofand ~~that company’s shares, if~~ the ~~amount~~Company. ~~involved~~There ~~does~~was ~~not~~no ~~exceed~~compensation ~~the greater of $1 million~~ or 2%related ofparty ~~that~~management ~~company’s~~fees ~~total~~to ~~annual~~Mr. ~~revenue;~~Swartz ●in ~~compensation~~2023. toIn ~~executive~~2022, ~~officers~~Mr. ~~determined~~Swartz bydid ~~the~~not ~~board;~~earn ●any compensation toas ~~directors~~an ~~determined~~individual. byHowever, ~~the~~Mr. ~~board;~~Swartz ●is ~~transactions~~50% inowner ~~which~~of ~~all~~TBG ~~security~~Holdings, ~~holders~~Corp. ~~receive~~During ~~proportional~~2022, ~~benefits;~~the ~~and~~Company ●recognized ~~banking-related~~$720,000 ~~services~~as ~~involving~~related aparty ~~bank~~management ~~depository~~fees. ofAs ~~funds~~such, ~~transfer~~we ~~agent,~~have ~~registrar,~~included ~~trustee~~50% ~~under~~of athe ~~trust~~recognized ~~indenture,~~expense orin ~~similar~~the ~~service~~table above.

~~The~~(2) ~~board~~There ~~reviews~~is ~~transactions involving~~no ~~related~~employment ~~persons~~agreement ~~who~~between ~~are~~Mr. ~~not~~Hart ~~included~~and ~~in one of~~ the ~~above~~Company. ~~categories~~There ~~and~~was ~~makes~~no acompensation ~~determination~~or ~~whether~~related ~~the~~party ~~related~~management ~~person~~fees ~~has a~~to ~~material~~Mr. ~~interest~~Hart in a2023. ~~transaction~~In ~~and may approve~~2022, ~~ratify,~~Mr. ~~rescind,~~Hart ordid ~~take~~not ~~other~~earn ~~action~~any ~~with~~compensation ~~respect~~as toan ~~the~~individual, ~~transaction~~however, ~~in its discretion~~Mr. ~~The~~ ~~board~~Hart ~~reviews~~is ~~all~~50% ~~material~~owner ~~facts~~of ~~related~~TBG toHoldings ~~the~~Corp. ~~transaction~~During ~~and~~2022, ~~takes~~the ~~into~~Company ~~account~~recognized $720,000 ~~among~~as ~~other~~related ~~factors~~party itmanagement ~~deems~~fees ~~appropriate,~~due ~~whether the~~to ~~transaction~~TBG. isAs onsuch, ~~terms~~we nohave ~~less~~included ~~favorable~~50% ~~than~~of ~~terms~~the ~~generally~~recognized ~~available~~expense toin anthe ~~unaffiliated~~table ~~third~~above. ~~party~~Additionally, ~~under~~Mr. ~~the~~Hart ~~same~~provides orservices ~~similar circumstances;~~to the ~~extent~~Company ofthrough ~~the~~a ~~related~~company ~~person’s~~he ~~interest~~owns, inR3 ~~the~~Accounting. ~~transaction;~~During ~~and~~2022, ~~if applicable,~~ the ~~availability~~Company ofrecognized ~~other~~expenses ~~sources of~~related ~~comparable~~to ~~products~~R3 orAccounting services of $242,600.

~~The following are related party~~Outstanding ~~transactions~~Equity ~~for~~Awards ~~the~~at ~~fiscal~~Fiscal ~~years~~Year-End ~~ended December 31, 2022 and 2021:~~Table

~~Pursuant to an agreement~~The dated June 2013 and amended in July 2021, TBG Holdings Corp. (“TBG”), was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s ~~former~~had ~~Interim~~no ~~Chief~~outstanding ~~Executive~~equity ~~Officer~~awards and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s former Chief Financial Officer and director, and a significant stockholder of the Company. Effective on June 14, 2022, Neil Swartz voluntarily resigned as ~~CEO~~ of ~~MediXall~~December ~~Group~~31, ~~Inc~~2023. and the Company appointed Noel J. Guillama-Alvarez as his successor. On August 30, 2022, Noel J. Guillama- Alvarez voluntarily resigned as CEO and the Company appointed Travis Jackson as his successor. On September 15, 2022, Timothy Hart voluntarily resigned as CFO of Medixall Group, Inc. and the Company appointed Noel J. Guillama-Alvarez as his successor.

Under this agreement, the Company paid TBG a monthly fee of $40,000. In April 2021, we entered into an additional agreement with TBG to provide management services specifically to our Health Karma subsidiary. Under this new agreement, the Company paid TBG an additional monthly fee of $40,000. During the years ended December 31, 2022 and 2021, the Company expensed $720,000 and $840,000, respectively, of related party management fees related to these agreements. These agreements have been terminated effective September 30, 2022.39

R3ITEM ~~Accounting LLC (“R3”), owned by Mr~~12. ~~Hart,~~SECURITY ~~provides~~OWNERSHIP ~~accounting,~~OF ~~tax~~CERTAIN ~~and~~BENEFICIAL ~~bookkeeping~~OWNERS ~~services~~AND toMANAGEMENT ~~the~~AND ~~Company.~~RELATED ~~During~~STOCKHOLDER ~~the years ended December 31, 2022 and 2021, the Company expensed $242,600 and $220,538, respectively, related to R3 services~~MATTERS.

The ~~Company~~following ~~received~~table ~~short~~sets ~~term~~forth ~~cash~~certain ~~advances~~information ~~during~~as ~~2021~~of ~~from~~December ~~Turnkey.~~31, ~~There~~2023 ~~were~~by no(i) ~~advances~~all ~~received~~persons ~~during~~who ~~2022.~~are ~~The~~known ~~advances~~by ~~are~~us ~~due~~to beneficially own more onthan ~~demand,~~5% ~~unsecured~~of our outstanding shares of common stock, (ii) each director and doNamed ~~not~~Executive ~~bear~~Officer; ~~any~~and ~~interest.~~(iii) all executive officers and directors as a group:


	Title of Class
		Series A Convertible Preferred Stock				Common Stock
Name and Address of Beneficial Owner (1)		Number of Shares Beneficiary Owned (2)	Common Stock Equivalents	% of Class (2)		Number of Shares Beneficially Owned ⁽²⁾	% of Class
Directors and Named Executive Officers
Travis Jackson		—	—	—		2,050,000	1.57	%
Noel Guillama (3)		88,298	8,300,012	50	%	5,500,000	4.22	%
John Marino (4)		—	—	—		823,070	.63	%
Scott Powell		—	—	—		680,000	.52	%
Robert Hood & Catherine Ann Hawkins-Hood		—	—	—		1,000,000	.77	%

5% shareholders
TBG Holdings Corporation		—	—	—		7,878,019	6.05	%
Cede & Co		—	—	—		7,387,756	5.67	%

~~Prepaid~~(1) ~~expenses~~Beneficial ~~(accounts~~ownership ~~payable~~is determined in accordance with SEC rules and ~~accrued~~generally ~~expenses)~~ includes voting or investment power with respect to ~~related~~securities. ~~parties~~Each ~~are~~of asthe ~~follows:~~beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

Related Party	At December 31, 2022			At December 31, 2021
TBG – agreements have been terminated effective September 30, 2022	$	—		$	276,043
Turnkey		(547,650	)		(549,150	)
R3		(62,640	)		(18,052	)
	$	(610,290	)	$	(291,159	)

(2)

Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 131,833,053 shares of common stock issued and outstanding as of December 31, 2023. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

~~Review~~(3) Represents (a) 8,300,012 ~~Approval~~shares orof ~~Ratification~~common stock issuable upon conversion of ~~Transactions~~88,298 ~~with~~shares ~~Related~~of ~~Persons~~Series A Convertible Preferred Stock; (b) 4,500,000 shares of common stock held by The Quantum Group, Inc., which is controlled by Mr. Guillama; and (c) 1,000,000 shares of common stock held by Guillama 2, Inc., which is owned by Mr. Guillama. Mr. Guillama may be deemed to have beneficial ownership of the shares held by The Quantum Group, Inc, and Guillama 2, Inc.

Our unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i4) ~~the~~Represents ~~benefits to us;~~ (iia) ~~the impact on a director’s independence in the event the related person is a director~~823,070 ~~an immediate~~shares ~~family member~~ of acommon ~~director~~stock orheld anby ~~entity~~Harrison inHoldings LLC, which ~~a director~~ is acontrolled ~~partner,~~by ~~shareholder~~Mr. orMarino. ~~executive~~Mr. ~~officer;~~Marino ~~(iii)~~may ~~the~~be ~~availability of~~deemed ~~other~~to ~~sources~~have ~~for~~beneficial ~~comparable~~ownership ~~products or services; (iv) the terms and conditions~~ of the ~~transaction;~~shares ~~and~~held ~~(v)~~by ~~the~~Harrison ~~terms~~Holdings ~~available to unrelated parties or the employees generally~~LLC. ~~The Board will then document its findings and conclusion in written minutes.~~

~~Director~~Securities authorized ~~Independence~~for issuance under equity compensation plans

~~Please refer to “Director~~We ~~Independence”~~have ~~under~~not ~~the~~adopted ~~section~~any ~~titled~~equity ~~“CORPORATE~~compensation ~~GOVERNANCE”~~or insimilar ~~“ITEM 10~~plans. ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.”~~

4440

ITEM 14 13. ~~PRINCIPAL~~CERTAIN ~~ACCOUNTING~~RELATIONSHIPS ~~FEES~~AND RELATED TRANSACTIONS, AND ~~SERVICES~~DIRECTOR INDEPENDENCE.

~~Hacker,~~We do ~~Johnson~~not &have ~~Smith, P.A.~~a ~~(“HJS”)~~formal ~~currently~~written ~~serves~~policy asfor ~~our~~the ~~independent~~review ~~registered~~and ~~public~~approval ~~accounting~~of ~~firm~~transactions towith ~~audit~~related parties; however, our ~~consolidated~~Code ~~financial~~of ~~statements~~Business Conduct ~~for~~and Ethics require actual or potential conflict of interest to be reported to the ~~fiscal~~Board. ~~years~~Our ~~ended~~employees ~~December~~are ~~31,~~expected ~~2022~~to disclose personal interests that may conflict with ours and ~~2021.~~they Tomay ~~the~~not ~~knowledge~~engage ofin ~~management~~personal activities that conflict with their responsibilities and obligations to us. Periodically, ~~neither~~we ~~such~~inquire ~~firm~~as ~~nor~~to whether or not any of ~~its~~our ~~members~~Directors ~~has~~have entered into any transactions, arrangements or relationships ~~direct~~that constitute related party transactions. If any actual or ~~material~~potential ~~indirect~~conflict ~~financial~~of interest inis usreported, orour ~~any~~entire ~~connection~~Board ~~with~~and usoutside legal incounsel ~~any~~will ~~capacity~~review ~~otherwise~~the ~~than~~transaction asand ~~independent~~relationship ~~accountants~~disclosed and the Board will make a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.

~~The Board has considered the audit~~Transactions ~~fees, audit-related fees, tax fees and other fees paid to HJS, as disclosed below, and has determined that the payment of such fees is compatible~~ with ~~maintaining~~Related ~~the independence of the accountants.~~Persons

	2022		2021
Audit Fees	$	68,000	$	57,000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	68,000	$	57,000

The board is responsible for review, approval, or ratification of related party transactions entered into between us and related persons. Under SEC rules, a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common stock, and their affiliates and immediate family members.

~~Audit Fees — This~~The ~~category~~board ~~includes~~has ~~the~~determined ~~audit~~that, ofbarring ~~our~~additional ~~annual~~facts ~~consolidated~~or ~~financial statements~~circumstances, ~~review~~a ofrelated ~~condensed~~person ~~consolidated~~does ~~financial~~not ~~statements~~have ~~included in~~a ~~our~~direct ~~Quarterly~~or ~~Reports~~indirect onmaterial ~~Form 10-Q and services that are normally provided by the independent registered public accounting firm in~~interest ~~connection~~in ~~with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of,~~ the ~~audit~~following orcategories ~~the review~~ of ~~interim financial statements.~~transactions:

~~Audit-Related~~● ~~Fees~~any ~~— This~~transaction ~~category~~with ~~consists~~another ofcompany ~~assurance~~for ~~and~~which a related ~~services~~person’s byonly ~~the~~relationship ~~independent~~is ~~registered~~as ~~public~~an ~~accounting~~employee ~~firm~~(other ~~that~~than ~~are~~an ~~reasonably~~executive ~~related to~~officer), ~~the~~director, ~~performance of the audit~~ or ~~review~~beneficial owner of ~~our~~less ~~consolidated~~than ~~financial~~10% ~~statements~~of ~~and~~that ~~are~~company’s ~~not~~shares, ~~reported~~if ~~above~~the ~~under~~amount ~~“Audit~~involved ~~Fees.” The~~does ~~services~~not ~~for~~exceed the ~~fees~~greater ~~disclosed~~of ~~under~~$1 ~~this~~million ~~category~~or ~~include~~2% ~~consultation~~of ~~regarding~~that ~~our~~company’s ~~correspondence~~total ~~with~~annual ~~the Securities and Exchange Commission and other accounting consulting.~~revenue;

~~Tax~~● ~~Fees~~compensation —to ~~This~~executive ~~category consists~~officers ofdetermined ~~professional services rendered~~ by ~~our independent registered public accounting firm for tax compliance and tax advice. The services for~~ the ~~fees disclosed under this category include tax return preparation and technical tax advice.~~board;

~~All~~● ~~Other~~compensation ~~Fees~~to ~~— This~~directors ~~category~~determined ~~consists~~by ofthe ~~fees for other miscellaneous items.~~board;

~~Our~~● ~~board~~transactions ofin ~~directors~~which ~~has adopted a procedure for pre-approval of~~ all ~~fees~~security ~~charged~~holders byreceive ~~our~~proportional ~~independent~~benefits; ~~registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax~~ and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2022 and 2021 were pre-approved by the entire board of directors.

45● banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service.

~~PART~~The board IVreviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. The board reviews all material facts related to the transaction and takes into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; the extent of the related person’s interest in the transaction; and, if applicable, the availability of other sources of comparable products or services.

The following are related party transactions for the fiscal year ended December 31, 2023:

At December 31, 2023, the Company owes $70,960 to Wellcare Dimensions Inc., which is owned and operated by Robert Hood and Dr. Ann Hawkins for consulting services. As of January 1, 2023, Robert Hood and Dr. Ann Hawkins are employed by Health Karma as COO and CIO, respectively.

The following are related party transactions for the fiscal year ended December 31, 2022:

Pursuant to an agreement dated June 2013 and amended in July 2021, TBG Holdings Corp. (“TBG”), was engaged to provide business advisory services, manage, and direct our public relations, provide recruiting services, develop, and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s former Interim Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s former Chief Financial Officer and director, and a significant stockholder of the Company. Effective on June 14, 2022, Neil Swartz voluntarily resigned as CEO of MediXall Group, Inc. and the Company appointed Noel J. Guillama-Alvarez as his successor. On August 30, 2022, Noel J. Guillama- Alvarez voluntarily resigned as CEO and the Company appointed Travis Jackson as his successor. On September 15, 2022, Timothy Hart voluntarily resigned as CFO of Medixall Group, Inc. and the Company appointed Noel J. Guillama-Alvarez as his successor, who has also voluntarily resigned in 2023.

Under this agreement, the Company paid TBG a monthly fee of $40,000. In April 2021, we entered into an additional agreement with TBG to provide management services specifically to our Health Karma subsidiary. Under this new agreement, the Company paid TBG an additional monthly fee of $40,000. During the year ended December 31, 2022, the Company expensed $720,000 of related party management fees related to these agreements. These agreements have been terminated effective September 30, 2022.

R3 Accounting LLC (“R3”), owned by Mr. Hart, provides accounting, tax, and bookkeeping services to the Company. During the year ended December 31, 2022, the Company expensed $242,600 related to R3 services.

Prepaid expenses (accounts payable and accrued expenses) to related parties are as follows:

	At December 31,			At December 31,
Related Party	2023			2022
Turnkey – agreements have been terminated effective September 30, 2022*	$	—		$	(547,650	)
R3 – agreements have been terminated effective September 30, 2022*		—			(62,640	)
Wellcare Dimensions, Inc.		(70,960	)		—
	$	(70,960	)	$	(610,290	)

*At December 31, 2023, these parties are no longer considered related parties.

Review, Approval or Ratification of Transactions with Related Persons

Our unwritten policy with regard to transactions with related persons is that all material transactions are to be reviewed by the entire Board for any possible conflicts of interest. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally. The Board will then document its findings and conclusion in written minutes.

Director Independence

Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Hacker, Johnson & Smith, P.A. (“HJS”) currently serves as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.

The Board has considered the audit fees, audit-related fees, tax fees and other fees paid to HJS, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.

	2023		2022
Audit Fees	$	73,500	$	68,000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	73,500	$	68,000

Audit Fees — This category includes the audit of our annual consolidated financial statements, review of condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2023 and 2022 were pre-approved by the entire board of directors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as a part of this Annual Report on Form 10-K:

Consolidated Financial Statements

The following consolidated financial statements are included in Part II, Item 8 of this Form 10-K:

● Report of Independent Registered Public Accounting Firm; ● Consolidated Balance Sheets as of December 31, 2022 and 2021; ● Consolidated Statements of Operations for the years ended December 31, 2022 and 2021; ● Consolidated Statements of Changes in Stockholders’ Deficit For the Years Ended December 31, 2022 and 2021; ● Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021; and, ● Notes to Consolidated Financial Statements.

●

Consolidated Balance Sheets as of December 31, 2023 and 2022;

●

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022;

●

Consolidated Statements of Changes in Stockholders’ Deficit For the Years Ended December 31, 2023 and 2022;

●

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022; and,

●

Notes to Consolidated Financial Statements.

Financial Statement Schedules

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the financial statements or notes described in Item 15(a)(1) above.

Exhibits

The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated by reference.

Exhibit No.		Description
3.1		Articles of Incorporation (Incorporated by reference to Exhibit 3.1 of Form S-1 filed with the SEC on March 5, 2014)
3.2		Articles of Merger filed December 31, 2002 (Incorporated by reference to Exhibit 3.2 of Form S-1 filed with the SEC on March 5, 2014)
3.3		Certificate of Amendment to the Articles of Incorporation filed December 31, 2002 (Incorporated by reference to Exhibit 3.3 of Form S-1 filed with the SEC on March 5, 2014)
3.4		Certificate of Amendment to the Articles of Incorporation filed June 23, 2003 (Incorporated by reference to Exhibit 3.4 of Form S-1 filed with the SEC on March 5, 2014)
3.5		Certificates of Amendment to the Articles of Incorporation filed July 25, 2003 (Incorporated by reference to Exhibit 3.5 of Form S-1 filed with the SEC on March 5, 2014)
3.6		Certificates of Amendment to the Articles of Incorporation filed March 30, 2005 (Incorporated by reference to Exhibit 3.6 of Form S-1 filed with the SEC on March 5, 2014)
3.7		Certificate of Amendment to the Articles of Incorporation filed October 29, 2007 (Incorporated by reference to Exhibit 3.7 of Form S-1 filed with the SEC on March 5, 2014)
3.8		Certificate of Amendment to the Articles of Incorporation filed May 14, 2009 (Incorporated by reference to Exhibit 3.8 of Form S-1 filed with the SEC on March 5, 2014)
3.9		Certificate of Amendment to the Articles of Incorporation filed August 26, 2009 (Incorporated by reference to Exhibit 3.9 of Form S-1 filed with the SEC on March 5, 2014)
3.10		Certificate of Amendment to the Articles of Incorporation filed September 10, 2010 (Incorporated by reference to Exhibit 3.10 of Form S-1 filed with the SEC on March 5, 2014)
3.11		Certificate of Amendment to the Articles of Incorporation filed July 12, 2011 (Incorporated by reference to Exhibit 3.11 of Form S-1 filed with the SEC on March 5, 2014)
3.12		Certificate of Change filed September 21, 2011 (Incorporated by reference to Exhibit 3.12 of Form S-1 filed with the SEC on March 5, 2014)
3.13		Certificate of Amendment to the Articles of Incorporation filed July 2, 2013 (Incorporated by reference to Exhibit 3.13 of Form S-1 filed with the SEC on March 5, 2014)
3.14		Certificates of Amendment to the Articles of Incorporation filed July 10, 2013 (Incorporated by reference to Exhibit 3.14 of Form S-1 filed with the SEC on March 5, 2014)
3.15		Bylaws (Incorporated by reference to Exhibit 3.15 of Form S-1 filed with the SEC on March 5, 2014)

4644

3.16		Amended and Restated Articles of Incorporation filed June 17, 2014 (Incorporated by reference to Exhibit 3.16 of Form S-1 filed with the SEC on July 15, 2014)
3.17		Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Continental Rail Corp. to MediXall Group, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed with the SEC on November 16, 2016)
3.18		Certificate of Change to effect a 1 for 15 reverse stock split (Incorporated by reference to Exhibit 3.3 of Form 8-K filed with the SEC on November 16, 2016)
3.19		Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the SEC on June 24, 2020)
10.1		Agreement dated June 25, 2013 by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.1 of Form S-1 filed with the SEC on March 5, 2014)
10.2		Letter agreement dated May 27, 2013 by and between Continental Rail Corp. and Taylor-DeJongh International (Incorporated by reference to Exhibit 10.2 of Form S-1 filed with the SEC on March 5, 2014)
10.3		Employment Agreement effective June 27, 2013 by and between IGSM Group, Inc. and Wayne A. August (Incorporated by reference to Exhibit 10.3 of Form S-1 filed with the SEC on March 5, 2014)
10.4		Employment Agreement effective June 25, 2013 by and between IGSM Group, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.4 of Form S-1 filed with the SEC on March 5, 2014)
10.5		Amendment No. 1 to Agreement by and between TBG Holdings, Neil Swartz, Tim Hart, Larry Coe and John H. Marino, Sr., Transportation Management Services, Inc. and John H. Marino, Jr. (Incorporated by reference to Exhibit 10.5 of Form S-1 filed with the SEC on July 15, 2014)
10.6		Independent Consultant Agreement dated October 2, 2013 by and between John M. Keasling and Continental Rail Corp. (Incorporated by reference to Exhibit 10.6 of Form S-1 filed with the SEC on July 15, 2014)
10.7		Amendment to Independent Consultant Agreement dated June 24, 2014, effective October 2, 2013 by and between Continental Rail Corp. and John M. Keasling (Incorporated by reference to Exhibit 10.7 of Form S-1 filed with the SEC on July 15, 2014)
10.8		Agreement between the Company, Continental Rail, LLC, and the Company’s Series A Preferred Shareholders (incorporated by reference from exhibit 10.1 to Form 8-K filed on June 26, 2015)
10.9		Definitive Agreement for the Exchange of Common Stock for Limited Liability Company interest dated June 24, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on June 27, 2016)
10.10		Share Exchange Agreement dated July 8, 2016 (Incorporated by reference to Exhibit 10.2 of Form 8-K filed with the SEC on December 16, 2016)
10.11		Share Exchange Agreement and Plan of Reorganization dated December 13, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on December 16, 2016)
10.12		Definitive Acquisition Agreement dated July 27, 2020 between the registrant and Turnkey Capital, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the SEC on July 29, 2020)
14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 of Form S-1 filed with the SEC on March 5, 2014)
19.1		Insider Trading Agreement
21.1		List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on September 3, 2020)
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

———————

* Filed herewith.

Item 16. Form 10-K Summary

None.

4745

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MediXall Group, Inc.
Dated: August 9, 2023	By:	/s/ Travis Jackson
Dated: January 27, 2025	By:	/s/ Travis Jackson
		Travis Jackson
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Noel Guillama	Principal Financial Officer and Director (principal financial and accounting officer)	August 9, 2023
/s/ Shane Glavin	Principal Financial Officer and Director (principal financial and accounting officer)	January 27, 2025
Noel Guillama
Shane Galvin
/s/ Travis Jackson	Chief Executive Officer (principal executive officer)	~~August~~January 927, ~~2023~~2025
Travis Jackson
/s/ John Marino	Chairman	~~August~~January 927, ~~2023~~2025
John Marino
/s/ Noel Guillama	Director	January 27, 2025
Noel Guillama
/s/ Robert Hood	Director	January 27, 2025
Robert Hood

4846

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID #400)	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021	F-5
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021	F-6
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-7
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

MediXall Group, Inc.

Fort Lauderdale, Florida:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MediXall Group, Inc. and Subsidiaries (the "Company"), as of December 31, ~~2022~~2023 and ~~2021~~2022 and the related consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 34 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 34. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2

To the Shareholders and the Board of Directors

MediXall Group, Inc.

Page Two

Emphasis of Matter – Significant Related Party Transactions

As discussed in Note 78 to the consolidated financial statements, the Company engages in significant related party transactions with entities which the Company’s former Interim Chief Executive Officer and the Company’s former Chief Financial Officer have significant management responsibilities and controlling equity ownership. Our opinion is not modified with respect to this matter.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Board of Directors and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluating Website and Development Costs for Impairment

The Company’s website and development costs (W&DC’s) amounted to $~~412~~43,~~582~~410 as of December 31, ~~2022~~2023. As discussed in Note 4 5 to the consolidated financial statements, these costs were incurred during the application and development stage of the project. W&DC’s are reviewed annually for impairment, or more frequently if indicators of impairment exist. The Company performed an impairment test for the W&DC’s and concluded that there was no impairment as of December 31, 2022. The evaluation of impairment involves comparing the current fair value of W&DC’s to its carrying value. Management uses the assistance of an independent specialist to determine the estimated fair value of W&DC’s. Fair value is estimated using a cost-based approach model, specifically the cost to recreate or reproduce the asset using actual historical cost incurred. The model contains several quantitative adjustments. The determination of fair value using this technique requires the use of significant inputs, estimates and assumptions.

The principal consideration for our determination that performing procedures relating to the impairment assessments of the W&DC’s is a critical audit matter is the significant and inherent judgment required in developing the fair value measurement of the asset. In turn, this led to a high degree of auditor judgment, effort and subjectivity in performing procedures and evaluating audit evidence related to these inputs, estimates, and significant assumptions for the impairment analysis. In addition, the audit effort involved the use of an independent impairment analysis provided by a management specialist with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following, among others:

· We assessed the reasonableness of the valuation model the Company utilized to complete the impairment analysis. · We evaluated the reasonableness of the inputs, assumptions, and estimates utilized in the Company’s impairment analysis, which included the Company’s historical data, consumer price index, and income taxes · We tested financial data utilized in the impairment analysis to assess the accuracy and completeness of the inputs · We tested the overall mathematical accuracy of the impairment analysis.

/· We evaluated the reasonableness of the inputs, assumptions, and estimates utilized in the Company’s/ ~~HACKER~~impairment analysis, ~~JOHNSON~~which &included ~~SMITH~~the PACompany’s historical data, consumer price index, and income taxes

~~HACKER,~~· ~~JOHNSON~~We &tested ~~SMITH~~financial PAdata utilized in the impairment analysis to assess the accuracy and completeness of the inputs

· We ~~have~~tested ~~served~~the asoverall ~~the~~mathematical ~~Company's~~accuracy ~~auditor~~of ~~since~~the ~~2018~~impairment analysis.

~~Fort~~/s/ ~~Lauderdale~~HACKER, ~~Florida~~JOHNSON & SMITH PA

~~August 9~~HACKER, ~~2023~~JOHNSON & SMITH PA

~~F-3~~We have served as the Company's auditor since 2018.

~~MEDIXALL~~Fort ~~GROUP~~Lauderdale, ~~INC. AND SUBSIDIARIES~~Florida

~~CONSOLIDATED~~January ~~BALANCE~~27, ~~SHEETS~~2025

	December 31,			December 31,
	2022			2021
ASSETS
CURRENT ASSETS:
Cash	$	3,416		$	63,418
Prepaid expenses - related party		—			276,043
Other assets		8,083			3,484
Total current assets		11,499			342,945
Furniture and equipment, net		21,755			23,376
Right-of-use-operating lease asset		260,177			313,856
Website and development costs		412,582			451,404
Intellectual property		156,000			—
Total assets	$	862,013		$	1,131,581
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,100,147		$	588,870
Accounts payable and accrued expenses - related party		610,290			567,202
Operating lease liability		75,691			69,258
Senior Convertible Debentures, net of discount of 166,167		2,555,793			—
Total current liabilities		4,341,921			1,225,330
Operating lease liability, net of current portion		189,457			246,373
Total liabilities		4,531,378			1,471,703
Contingencies (Notes 3 and 9)		—			—
STOCKHOLDERS' DEFICIT:
Convertible Preferred Series A stock, $0.001 par value, 1,000,000 authorized; 264,894 issued and outstanding		265			265
Convertible Preferred Series B stock, $0.001 par value, 4,000,000 authorized; 3,909,360 issued and outstanding		3,909			3,909
Common Stock, $0.001 par value 750,000,000 shares authorized; 122,182,860 and 110,864,595 shares issued and outstanding		122,182			110,864
Additional paid-in capital		28,817,084			25,327,230
Accumulated deficit		(32,612,805	)		(25,782,390	)
Total stockholders' deficit		(3,669,365	)		(340,122	)
Total liabilities and stockholders' equity	$	862,013		$	1,131,581

F-3

~~(The~~MEDIXALL ~~accompanying~~GROUP, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements)~~SUBSIDIARIES

~~F-4~~CONSOLIDATED BALANCE SHEETS

MEDIXALL GROUP, INC. AND SUBSIDIARIES


	December 31,			December 31,
	2023			2022

ASSETS
CURRENT ASSETS:
Cash	$	10,721		$	3,416
Other assets		3,484			8,083
Total current assets		14,205			11,499

Furniture and equipment, net		13,488			21,755
Intellectual property		130,000			156,000
Right-of-use-operating lease asset		—			260,177
Website and development costs		43,410			412,582
Total assets		201,103			862,013

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,823,422		$	1,100,147
Accounts payable and accrued expenses - related party		70,960			610,290
Operating lease liability		—			75,691
Senior Convertible Debentures, net of discount of $126,681 and $166,167		3,830,277			2,555,793
Total current liabilities		6,724,659			4,341,921

Operating lease liability, net of current portion		—			189,457

Total liabilities		6,724,659			4,531,378

Contingencies (Notes 3 and 11)					—
STOCKHOLDERS' DEFICIT:
Series A Convertible Preferred Stock, $0.001 par value, 1,000,000 authorized; 176,596 and 264,894 issued and outstanding	$	177		$	265
Series B Convertible Preferred Stock, $0.001 par value, 4,000,000 authorized 3,909,360 issued and outstanding		3,909			3,909
Common Stock, $0.001 par value 750,000,000 shares authorized; 130,487,491 and 122,182,860 shares issued and outstanding		130,487			122,182
Additional paid-in capital		30,518,082			28,817,084
Accumulated deficit		(37,176,211	)		(32,612,805	)
Total stockholders' deficit		(6,523,556	)		(3,669,365	)

Total liabilities and stockholders' deficit		201,103			862,013

~~CONSOLIDATED~~(The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are an integral part of these consolidated financial statements)

	Years Ended
	December 31,
	2022			2021
Revenue:
Provider subscriptions	$	59,268		$	14,995
Gain from forgiveness of note payable		—			165,719
Total Revenue		59,268			180,714
Operating Expenses
Professional fees		1,758,005			1,277,975
Professional fees - related party		242,600			496,038
Management fees - related party		720,000			840,000
Personnel related expenses		3,198,226			3,066,406
Other selling, general and administrative		641,929			717,369
Credit for uncollectible prepaid expense - related party		(180,513	)		(16,500	)
Interest expense		271,117			—
Impairment of intellectual property		238,319			—
Total Operating Expenses		6,889,683			6,381,288
Loss before income taxes		(6,830,415	)		(6,200,574	)
Income taxes		—			—
Net loss		(6,830,415	)		(6,200,574	)
Less preferred stock dividends		313,405			249,424
Net loss to common stockholders	$	(7,143,820	)	$	(6,449,998	)
Net loss per common share - basic and diluted	$	(0.06	)	$	(0.06	)
Weighted average number of common stock outstanding during the years - basic and diluted		116,663,347			104,203,954

F-4

~~(The~~MEDIXALL ~~accompanying~~GROUP, ~~notes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements)~~SUBSIDIARIES

~~F-5~~CONSOLIDATED STATEMENTS OF OPERATIONS

MEDIXALL GROUP, INC. AND SUBSIDIARIES


	Years Ended
	December 31,
	2023			2022

Revenue	$	309,422		$	59,268

Cost of Services		236,509			—
Gross Margin		72,913			59,268

Operating Expenses
Professional fees		1,861,450			1,758,005
Professional fees - related party		—			242,600
Management fees - related party		—			720,000
Personnel related expenses		1,005,213			3,198,226
Other selling, general and administrative		1,122,410			641,929
Interest Expense		647,246			271,117
Credit for uncollectible prepaid expense – related party		—			(180,513	)
Impairment of intellectual property		—			238,319
Total Operating Expenses		4,636,319			6,889,683

Loss before income taxes		(4,563,406	)		(6,830,415	)

Income taxes		—			—

Net Loss		(4,563,406	)		(6,830,415	)

Less preferred stock dividends		313,405			313,405

Net Loss to common stockholders	$	(4,876,811	)	$	(7,143,820	)

Net loss per common stock
Basic	$	(0.04	)	$	(0.06	)
Diluted	$	(0.04	)	$	(0.06	)

Weighted average number of common shares outstanding during the periods
Basic and Diluted		127,167,110			116,663,347

~~CONSOLIDATED~~(The ~~STATEMENT~~accompanying OFnotes ~~CHANGES~~are INan ~~STOCKHOLDERS'~~integral ~~EQUITY~~part ~~(DEFICIT~~of these consolidated financial statements)

~~Years Ended December 31, 2022 and 2021~~F-5

	Series A Voting				Series B Voting
	Preferred Stock				Preferred Stock				Common Stock						Additional					Total
	$0.001 Par Value				$0.001 Par Value				$0.001 Par Value						Paid-in		Accumulated			Stockholders' Equity
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			(Deficit)
Balance, December 31, 2020		264,894	$	265		1,639,360	$	1,639		98,898,130		$	98,898		$	19,862,918	$	(19,581,816	)	$	381,904
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs		—		—		—		—		6,515,340			6,515			1,839,276		—			1,845,791
Proceeds received from sale of Preferred Stock, net of $0 offering costs		—		—		2,270,000		2,270		—			—			2,267,705		—			2,269,975
Common stock issued for services										5,451,125			5,451			1,357,331					1,362,782
Net loss		—		—		—		—		—			—			—		(6,200,574	)		(6,200,574	)
Balance, December 31, 2021		264,894		265		3,909,360		3,909		110,864,595			110,864			25,327,230		(25,782,390	)		(340,122	)
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs		—		—		—		—		1,951,250			1,951			778,549		—			780,500
Common stock issued for services		—		—		—		—		8,811,015			8,811			1,956,053		—			1,964,864
Common stock issued in exchange for right-to-use intelectual property		—		—		—		—		1,100,000			1,100			473,900		—			475,000
Fair value of Warrents issued with Convertible Debentures		—		—		—		—		—			—			280,808		—			280,808
Retirement of common stock										(544,000	)		(544	)		544		—			—
Net loss		—		—		—		—		—			—			—		(6,830,415	)		(6,830,415	)
Balance, December 31, 2022		264,894		265		3,909,360		3,909		122,182,860			122,182			28,817,084		(32,612,805	)		(3,669,365	)

MEDIXALL GROUP, INC. AND SUBSIDIARIES

~~(The~~STATEMENT ~~accompanying~~OF ~~notes~~CHANGES ~~are~~IN ~~an integral part of these~~STOCKHOLDERS' ~~consolidated financial statements)~~DEFICIT

~~F-6~~Years Ended December 31, 2023 and 2022

MEDIXALL GROUP, INC. AND SUBSIDIARIES


	Series A Convertible Preferred Stock						Series B Convertible Preferred Stock				Common Stock
	$0.001 Par Value						$0.001 Par Value				$0.001 Par Value						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2021		264,894		$	265			3,909,360	$	3,909		110,864,595		$	110,864		$	25,327,230		$	(25,782,390	)	$	(340,122	)

Proceeds received pursuant to Placement Memorandum, net of $0 offering costs		—			—			—		—		1,951,250			1,951			778,549			—			780,500
Common stock issued for services		—			—			—		—		8,811,015			8,811			1,956,053			—			1,964,864
Common stock issued in exchange for right-to-use intellectual property		—			—			—		—		1,100,000			1,100			473,900			—			475,000
Fair Value of warrants Issued with Convertible Debentures		—			—			—		—		—			—			280,808			—			280,808
Retirement of common stock		—			—			—		—		(544,000	)		(544	)		544			—			—
Net loss		—			—			—		—		—			—			—			(6,830,415	)		(6,830,415	)
Balance, December 31, 2022		264,894			265			3,909,360		3,909		122,182,860			122,182			28,817,084			(32,612,805	)		(3,669,365	)

Conversion of shares from preferred stock to common stock		(88,298	)		(88	)		—		—		8,300,000			8,300			(8,212	)		—			—
Common stock issued for services		—			—			—		—		—			—			1,559,938			—			1,559,938
Proceeds from sale of Common stock		—			—			—		—		4,631			5			1,848			—			1,853
Fair Value of warrants Issued with Convertible Debentures		—			—			—		—		—			—			147,424			—			147,424
Net loss		—			—			—		—		—			—			—			(4,563,406	)		(4,563,406	)
Balance, December 31, 2023		176,596		$	177			3,909,360	$	3,909		130,487,491		$	130,487		$	30,518,082		$	(37,176,211	)	$	(6,523,556	)

~~CONSOLIDATED~~(The ~~STATEMENTS~~accompanying OFnotes ~~CASH~~are ~~FLOWS~~an integral part of these consolidated financial statements)

	Years Ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,830,415	)	$	(6,200,574	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,000			4,000
Common stock issued as compensation for services		1,964,864			1,362,782
Amortization of discount of warrants issued with Convertible Debentures		114,641			—
Amortization of website development costs		38,822			—
Amortization of intellectual property		32,716			—
Impairment of intellectual property		238,319			—
Gain from forgiveness of note payable		—			(165,719	)
Changes in operating assets and liabilities:
Other assets		2,565			4,516
Prepaid expenses- related party		276,043			203,957
Accounts payable and accrued expenses		552,078			17,465
Accounts payable and accrued expenses - related party		43,088			89,971
Amortization of right-of-use operating lease asset		53,679			73,231
Operating lease liability		(50,483	)		(74,899	)
Net cash (used in) operating activities		(3,561,083	)		(4,685,270	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Website development costs		—			(12,000	)
Purchase of furniture and equipment		(1,379	)		(840	)
Net cash used in investing activities		(1,379	)		(12,840	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock, net of offering costs		780,500			1,845,791
Proceeds from the sale of preferred stock		—			2,269,975
Proceeds from issuance of convertible debentures		2,721,960			—
Net cash provided by financing activities		3,502,460			4,115,766
Net decrease in cash		(60,002	)		(582,344	)
Cash at beginning of year		63,418			645,762
Cash at end of year	$	3,416		$	63,418
Supplemental disclosures of non-cash information
Issuance of Common Stock in exchange for the Right-to-Use Intellectual Property	$	475,000		$	—
Cash paid during the year for interest	$	—		$	—
Asset acquired and liabilities assumed in connection with asset acquisition, net	$	47,965		$	—
Discount issued with Convertible Debentures	$	280,808		$	—
Decrease in note payable resulting from gain on forgiveness of note payable	$	—		$	(165,719	)
Right-of-use lease assets obtained in exchange for operating lease liabilities	$	—		$	343,330

F-6

~~(The~~MEDIXALL GROUP, ~~accompanying~~INC. ~~notes~~AND ~~are~~SUBSIDIARIESCONSOLIDATED anSTATEMENTS ~~integral~~OF ~~part~~CASH ~~of these consolidated financial statements)~~FLOWS

F-7


	Years Ended
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,563,406	)	$	(6,830,415	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization		8,267			3,000
Common stock issued as compensation for services		1,559,938			1,964,864
Amortization of debenture discounts		186,910			114,641
Changes in operating assets and liabilities:
Other assets		4,599			2,565
Prepaid expenses- related party		—			276,043
Accounts payable and accrued expenses		1,112,985			552,078
Accounts payable and accrued expenses - related party		70,960			43,088
Impairment of intellectual property		—			238,319
Net change in right-of-use operating lease asset and liability		(4,971	)		3,196
Amortization of intellectual property		26,000			32,716
Impairment & amortization of website and development		369,172			38,822
Net cash used in operating activities		(1,229,546	)		(3,561,083	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of furniture and equipment		—			(1,379	)
Net cash used in investing activities		—			(1,379	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock, net of offering costs		1,853			780,500
Proceeds from issuance of convertible debentures		1,234,998			2,721,960
Net cash provided by financing activities		1,236,851			3,502,460

Net increase (decrease) in cash		7,305			(60,002	)

Cash at beginning of year		3,416			63,418

Cash at end of year		10,721			3,416

Supplemental disclosures of non-cash information
Issuance of Common Stock in exchange for the Intellectual Property	$	—		$	475,000
Discount issued with Convertible Debentures	$	147,424		$	280,808
Asset acquired and liabilities assumed in connection with asset acquisition, net	$	—		$	47,965
Cash paid during the year for interest	$	—		$	—
Transfer of related party accounts payable to accounts payable	$	610,290		$	—

~~MEDIXALL~~(The ~~GROUP,~~accompanying ~~INC.~~notes ~~AND~~are ~~SUBSIDIARIES~~an integral part of these consolidated financial statements)

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-7

MEDIXALL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

Note 1 – Organization and Nature of Operations

MediXall Group, Inc. (OTCPK:MDXL) (the "Company “or “MediXall”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company’s operating strategies. The Company owns various subsidiaries listed but operates primarily under HealthKarma Inc (“Health Karma”).

~~MediXall Group, Inc. (OTCPK:MDXL)~~The isHealth anKarma ~~innovation-driven~~business ~~technology~~model ~~company~~is purposefully designed and structured around delivering ~~products~~practical, ~~and~~value-based, ~~services~~customized tosolutions ~~help consumers~~to ~~learn~~individuals, ~~decide~~employers, and ~~pay~~organizations ~~for~~which ~~healthcare~~will inenhance ~~ways~~their ~~that~~employee's ~~complement~~and ~~relationships~~members' ~~with~~overall ~~trusted~~mental, ~~doctors.~~physical ~~The~~health ~~mission~~and ~~of MediXall Group is to revolutionize the medical industry~~well-~~-improve communication~~being, increase ~~provide better technology and support services~~productivity, and ~~provide~~help ~~more~~control ~~efficient, cost-effective healthcare for~~ the ~~consumer.~~cost ~~The~~of ~~Company~~care ~~generated~~of ~~minimal~~the ~~revenue~~individual, inthe ~~2022~~employer, ~~and~~or ~~2021~~membership-based asorganization. ~~its~~Our ~~online healthcare platform is~~unique, ~~still~~customized, inproactive ~~the~~solutions ~~application~~are ~~and~~available ~~development stage. Further discussion on our operations~~anytime, ~~mission~~anywhere, ~~and~~delivering ~~initiatives~~timely, ~~can~~quality becare ~~found~~to inindividuals, ~~the~~employees, ~~Management’s Discussion~~ and ~~Analysis section of this report~~members.

The Company has the following wholly-owned subsidiaries: (1) ~~IHL~~Health ~~of Florida~~Karma, Inc., which iswas ~~dormant,~~established ~~(2)~~in ~~Medixall~~2020 ~~Financial~~to ~~Group,~~carry ~~which~~out isthe ~~dormant~~operations of MediXall Group Inc., (32) Medixaid, Inc., ~~and~~ (43) MediXall.com, Inc., ~~which~~(4) ~~were~~IHL ~~established~~of toFlorida, ~~carry~~Inc., ~~out~~which ~~the~~is ~~development~~dormant, and ~~operation of our healthcare marketplace platform,~~ (5) ~~Health~~Medixall ~~Karma~~Financial Group, ~~Inc.~~ which ~~was~~is ~~established in 2020 to increase functionality of the MediXall platform~~dormant.

Note 2 – Asset Acquisition

On January 17, 2022, the Company entered ininto an agreement to acquire the right to use the intellectual property of 24 Hr Virtual Clinic, LLC (“Virtual Clinic”). In connection with the transaction, the ~~Company~~company issued 500,000 shares of common stock of MediXall. Pursuant to the agreement, the Company had the right to purchase these intellectual properties and buyout the existing members of the Virtual Clinic for additional shares of MediXall common stock. On December 29, 2022, the Company acquired 100% of Virtual Clinic Intellectual Properties and bought out the existing members of the Virtual Clinic. In connection with this transaction, the Company issued an additional 600,000 shares of common stock of MediXall.

In accordance with Accounting Standards ~~Codification~~Qualification (“ASC”) 805, the value of the stock issued was measured based on the value of the Company’s common stock, which was considered to be the more clearly determinable measure of fair value. The fair ~~values~~value of the ~~these~~ transactions were determined to be $235,000 and $240,000, respectively. In connection with the acquisition, the Company also acquired Virtual Clinic’s net assets with a fair value of $47,965. The value of intellectual property represented approximately 95% of the net assets, and as such, management determined the transaction to be an asset acquisition. At December 31, 2022 the Company performed an impairment analysis and noted that fair value of intellectual property was $156,000 which resulted in an impairment of $238,319.

Note 3 – Going Concern

The Company had an accumulated deficit of $3237,~~612~~176,~~805~~211 at December 31, ~~2022~~2023, and does not have sufficient operating cash flows. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business.

Since the Company has generated minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the ~~proceeds~~ proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to generate revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business plan. Subsequent to December 31, ~~2022~~2023, the Company issued $~~684~~584,~~833~~ 000 of convertible debentures, of which $177,500 remain to be converted to stock, under the same terms as those described in Note 810.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 4 – Summary of Significant Accounting ~~Policies~~ Policies

Basis of Presentation

F-8

MEDIXALL GROUP, INC. AND ~~SUBSIDIARIESNOTES~~SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL ~~STATEMENTSFOR~~STATEMENTS FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

Reclassifications

Certain amounts in these consolidated financial statements have been reclassified to allow for consistent presentation for the years presented.

Subsequent Events

The Company has evaluated ~~subsequent~~ events through the filing of this Form 10-K and determined that no events require disclosure in these consolidated financial statements, except as noted in ~~the~~Note ~~following~~10. ~~During 2023, Company’s former chief financial officer and director converted 88,298 shares of Series A Convertible Preferred Stock into 8,300,000 shares of common stock.~~

Use of Estimates

In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relates to the determination of the impairment of ~~website and development cost and impairment of~~ intellectual property. The Company uses various assumptions and actual cost data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments are reflected in operations.

Risks and Uncertainties

The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Cash

Cash is limited to interest and noninterest-bearing accounts in multiple financial institutions. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits in excess of the Federal Deposit Insurance Corporation ("FDIC"). The cash accounts are spread among several financial institutions to ensure they are fully insured by the FDIC.

Furniture and Equipment, Net

Furniture and equipment are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations.

Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

Schedule of estimated useful lives of depreciable assets
			Estimated
			Useful Lives
Equipment			5 years
Furniture			5-10 years

F-9

MEDIXALL GROUP, INC. AND ~~SUBSIDIARIESNOTES~~SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL ~~STATEMENTSFOR~~STATEMENTS FOR THE YEARS ENDED DECEMBER 31, ~~2022~~2023 AND ~~2021~~2022

Leases

We determine if a contract contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the lease commencement date. As our leases do not provide implicit rates, we use our incremental borrowing rate commensurate with the underlying lease terms. Lease agreements that have lease and non-lease components, are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Fair Value Measurement

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1. Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s ~~impairment~~ impairment of website and development costs and intellectual property rights are the only assets or liabilities valued with Level 3 inputs.

Fair Value of Financial Instruments

The carrying value of cash, accounts payable and accrued expenses, and accounts payable and accrued expenses – related party and senior ~~convertible~~ convertible debentures approximates their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Senior Convertible Debentures: The fair value of the debentures is estimated using a discounted cash flow analysis based on the current rate of similar debt. The estimated fair value of the debentures is $3,956,958 and $2,473,728 as of December 31, 2023 and 2022, respectively, and was determined using level 3 inputs.

Income Taxes

The Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation ~~allowance~~ allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the year that includes the enactment date.

Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the consolidated financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of December 31, ~~2022.~~ ~~Accordingly, a valuation allowance was recorded against the net deferred tax asset~~2023.

~~F-10~~Accordingly, a valuation allowance was recorded against the net deferred tax asset.

~~MEDIXALL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021~~F-10

~~Revenue~~MEDIXALL ~~Recognition~~GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

~~The Company accounts for revenue in accordance with ASU 2014-09~~ Revenue ~~from Contracts with Customers and all subsequent amendments to the ASU (collectively, "ASC~~ 606"). The Company had minimal revenues in 2022 and in 2021. In accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.Recognition

In accordance ~~2022~~with ~~and 2021~~GAAP, the ~~Company generated~~core ~~revenues~~principle ~~from~~of ~~selling~~which ~~bundle~~is ~~medical~~that ~~and~~an ~~wellness~~entity ~~services~~should torecognize ~~individuals,~~revenue ~~employer~~to ~~groups,~~depict ~~or third-party administrators from~~ the ~~Company’s~~transfer ~~Health~~of ~~Karma~~promised ~~platform.~~goods or ~~The~~services ~~Company~~to ~~primarily~~customers ~~generates~~in ~~revenue~~an ~~from~~amount ~~employer~~that ~~customers~~reflects ~~and~~the ~~consumer~~consideration ~~subscription~~to ~~fees,~~ which ~~are~~the ~~typically~~entity aexpects ~~12-month~~to ~~commitment~~be inentitled ~~nature.~~to ~~Through~~receive ~~our~~in ~~per-Member-per-month (“PMPM”) subscription model, we enter~~exchange ~~into~~for ~~contracts~~those ~~with~~goods ~~our~~or ~~employer~~services. ~~customers~~To ~~that~~achieve ~~pay~~this acore ~~fixed~~principle, ~~monthly~~five ~~rate~~basic ~~based~~criteria onmust ~~the~~be ~~total~~met ~~number~~before ofrevenue ~~members.~~can Inbe ~~most~~recognized: ~~cases,~~(1) ~~members~~identify ~~and~~the ~~their~~contract ~~dependents~~with ~~have~~a ~~unlimited~~customer; ~~access~~(2) toidentify ~~our~~the ~~platform~~performance ~~and~~obligations doin ~~not~~the ~~pay~~contract; ~~extra~~(3) ~~fees~~determine ~~for~~the ~~increased~~transaction ~~utilization,~~price; ~~unless~~(4) ~~they wish to access~~allocate ~~services outside~~ the ~~scope~~transaction ofprice ~~those~~to ~~covered by the subscription. Our~~ performance obligations ~~are~~in ~~satisfied overtime as we provide access to~~ the ~~Health~~contract; ~~Karma portal~~ and ~~associated~~(5) ~~benefits. We~~ recognize revenue ~~monthly~~when or as the ~~services~~Company ~~are~~satisfies ~~rendered~~a ~~and~~ performance ~~obligations~~ ~~are satisfied~~obligation.

~~Senior~~The ~~Convertible~~Company ~~Debentures~~generates revenues from selling bundle healthcare and ~~Warrants~~well-being services to individuals, employer groups, organizations, associations, resellers, and third-party administrators. Our product offerings operate on a monthly subscription model with agreements and contracts typically spanning a 12-month commitment. We derive significant revenue stability and visibility from this structure. Under our per-membership-per-month (“PMPM”) subscription model, our client customers pay a monthly fee based on the total number of active memberships for that month times the contracted PMPM fee. This revenue generation model enables strong revenue stability as we establish long-term commitments with our clients, fostering a mutually beneficial partnership. The predictable monthly fee structure and the long-term nature of the contracts contribute to increased revenue visibility and forecasting accuracy. It also allows us to align our resources efficiently to meet the needs of our clients, ensuring high-quality service delivery throughout the contracted period. We typically recognize revenue monthly, but sometimes quarterly, as the services are rendered and performance obligations are satisfied. In addition, the Company earns a 15% finder’s fee of the PMPM rate that BHS receives from their clients.

~~The senior convertible debentures~~Senior (Convertible ~~Debt)~~Debentures isand ~~recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant.~~Warrants

~~Warrants issued with the Convertible~~At ~~Debt~~issuance, ~~are accounted for under~~ the ~~fair~~senior ~~value~~convertible ~~and~~debentures ~~relative~~(Convertible ~~fair~~Debt) ~~value~~are ~~method. The warrant is first analyzed per its terms as to whether it has derivative features or not. The warrant was determined to not have derivative features and was~~ recorded ~~into equity~~ at ~~its~~their fair ~~value~~ ~~using the Black Scholes option model~~values, ~~however,~~ limited to a relative fair value based upon the percentage of ~~its~~their fair ~~value~~values to the total fair value including the fair value of the ~~Convertible~~warrant, ~~Debt.~~establishing ~~The warrants relative fair values is recorded as a discount to~~ the ~~Convertible~~ ~~Debt~~cost ~~and as additional paid-in-capital~~basis. ~~Discount on the Convertible Debt is amortized to interest expense over the life of the debt.~~

~~Share~~Warrants issued ~~Based~~with ~~Payment~~the ~~Arrangements~~Convertible Debt are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. The warrant was determined to not have derivative features and was recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the Convertible Debt. The warrants relative fair values are recorded as a discount to the Convertible Debt and as additional paid-in-capital. Discount on the Convertible Debt is amortized to interest expense over the life of the debt.

~~The Company applies the fair value method in accounting~~Share ~~for~~Based ~~its~~Payment stock-based compensation. These standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance.Arrangements

~~Loss~~The Company ~~Per~~applies ~~Share~~the fair value method in accounting for its stock-based compensation. These standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance.

~~The computation of basic loss~~Loss ~~per~~Per share (“LPS”) is based on the weighted average number of shares that were outstanding during the years, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive due to net loss for the years.Share

~~Following~~The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the years. The computation of diluted LPS is based on the number of basic ~~and~~weighted-average shares outstanding. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS:. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive due to net loss for the years.

Schedule of computation of basic and diluted net loss per share
	Years Ended
	December 31,
	2022			2021
Basic and Diluted LPS Computation
Numerator:
Net loss		(6,830,415	)		(6,200,574	)
Series B preferred stock dividends		313,405			249,424
Loss available to common stockholders	$	(7,143,820	)	$	(6,449,998	)
Denominator:
Weighted average number of common shares outstanding		116,663,347			104,203,954
Basic and diluted LPS	$	(0.06	)	$	(0.06	)

Following is the computation of basic and diluted LPS:

Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares):


	Years Ended
	December 31,
	2023			2022
Basic and Diluted LPS Computation
Numerator:
Net loss	$	(4,563,406	)	$	(6,830,415	)
Accumulated Series B Preferred Stock Dividends		313,405			313,405

Loss available to common stockholders	$	(4,876,811	)	$	(7,143,820	)

Denominator:
Basic and diluted LPS	$	(0.04	)	$	(0.06	)

Weighted average number of common shares outstanding		127,167,110			116,663,347

Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share
Series A Preferred stock (convertible)	24,900,000	24,900,000
Series B Preferred stock (convertible)	15,637,440	15,637,440
Senior Convertible Debentures and Warrants	2,980,300	—

F-11


	Years Ended
	December 31,
	2023		2022
Series A Preferred Stock (convertible)		16,600,000		24,900,000
Series B Preferred Stock (convertible)		15,637,440		15,637,440
Senior Convertible Debentures and Warrants		4,647,548		2,980,300

~~MEDIXALL GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021~~F-11

~~Recent~~MEDIXALL ~~Accounting~~GROUP, ~~Pronouncements~~INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

~~Management does not believe that any recently issued,~~Recent ~~but~~Accounting ~~not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.~~Pronouncements

~~Recoverability~~Management does ofnot ~~Long-Lived~~believe ~~Assets~~that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

~~The Company assesses~~Recoverability ~~the recoverability~~ of ~~long~~Long-~~lived~~Lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if the forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed there was no write-down of long-lived assets required during 2022 and 2021, except intellectual property acquired. There can be no assurances that future impairment tests will not result in charges to operations.Assets

~~Website~~The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if the forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. Based on impairment tests performed there was no write- down of long-lived assets required during 2023 and ~~Development~~2022, ~~Costs~~except intellectual property acquired. There can be no assurances that future impairment tests will not result in charges to operations.

~~Internal and external costs incurred~~Website ~~to develop the internal-use computer software during the application~~ and ~~development~~Development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. During the years ended December 31, 2022 and 2021, the Company’s costs related to the development of the Health Karma website platform had met the capitalization requirements. The Company engaged an appraiser to perform an impairment analysis of the capitalized website and development costs as of December 31, 2022 and 2021. The impairment analysis was performed based upon a cost approach, specifically the cost to recreate or reproduce the asset using actual historical cost incurred, adjusted by consumer price index and taxes. The analysis did not result in any impairment loss for 2022 and 2021.Costs

~~Allowance~~Internal and ~~for~~external ~~Uncollectible~~costs ~~Accounts~~incurred ~~Receivable~~to develop the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. During the years ended December 31, 2023 and 2022, the Company’s costs related to the development of the Health Karma website platform and mobile app had met the capitalization requirements. During 2023, the website was redesigned and approximately $244,654 in capitalized costs were charged off due to the redesign of the website.

~~An allowance for uncollectible~~Note ~~accounts~~5 ~~receivable~~- isIntellectual recorded when management believes the uncollectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any.Property

~~Note~~Intellectual Property 5consists -of ~~Right-to-use~~the ~~Intellectual Property~~ following:

Right-to-use Intellectual Property consists of the following:

Schedule of intellectual property
	Years Ended
	December 31,
Balances	2023			2022
Gross	$	156,000		$	188,716
Accumulated amortization		(26,000	)		(32,716	)
Net carrying amount	$	130,000		$	156,000

Schedule of right-to-use intellectual property
Balances, December 31, 2022
Gross	$	427,035
Impairment	$	(238,319	)
Accumulated amortization		(32,716	)
Net carrying amount	$	156,000

Estimated amortization expense for the right-to-use intellectual property for each of the future years ending December 31, is as follows:


2024		26,000
2025		26,000
2026		26,000
2027		26,000
2028		26,000
Total	$	130,000

Schedule of amortization expense for right-to-use intellectual property
2023	$	26,000
2024		26,000
2025		26,000
2026		26,000
2027		26,000
Thereafter		26,000
Total	$	156,000

Note 6 – Preferred Stock

~~Note~~The 176,596 6outstanding –Series ~~Preferred~~A ~~Stock~~preferred shares are convertible into 16,600,000 common shares based on a conversion factor of 1:94. The preferred shares do not pay dividends. The number of votes for the preferred shares shall be the same as the number of shares of common shares that would be issued upon conversion.

~~The~~On June ~~264~~24,~~894~~ ~~outstanding~~2020, ~~Series~~the Company filed with the Secretary of State of the State of Nevada (the “Secretary of State”) a certificate Aof ~~preferred~~designation ~~shares~~(the ~~are~~“Certificate ~~convertible~~of ~~into~~Designation”) 24of Series B Convertible Preferred Stock,~~900,000~~ ~~common~~par ~~shares~~value $0.001 ~~The~~per ~~preferred~~share (the ~~shares~~“Series doB ~~not~~Preferred ~~pay dividends~~Stock”). The ~~number~~Certificate of ~~votes~~Designation ~~for~~was ~~the preferred~~effective ~~shares~~upon ~~shall~~filing bewith the ~~same~~Secretary asof ~~the~~State ~~amount~~and designated a new series of ~~shares~~preferred stock of ~~common~~the ~~shares~~Company ~~that~~as ~~would~~Series beB ~~issued~~Convertible ~~upon~~Preferred ~~conversion~~Stock with 4,000,000 shares authorized for issuance.

~~On June 24, 2020, the Company~~Upon ~~filed with~~ the ~~Secretary~~occurrence of ~~State of~~ the ~~State~~events ofas ~~Nevada~~set ~~(the~~forth ~~“Secretary~~in ofparagraph ~~State”~~(a) aor ~~certificate~~(b) ofbelow, ~~designation~~each ~~(the~~share ~~“Certificate~~ of ~~Designation”) of~~ Series B ~~Convertible~~ Preferred Stock, ~~par~~shall ~~value~~be ~~$0.001~~converted ~~per~~into four ~~share~~ (the “~~Series~~Conversion ~~B Preferred Stock~~Ratio”). ~~The~~fully ~~Certificate~~paid ofand ~~Designation~~non-assessable ~~was~~shares ~~effective~~of ~~upon~~common ~~filing~~stock ~~with~~or ~~the~~any ~~Secretary~~shares of ~~State~~capital ~~and~~stock ~~designated~~or aother securities ~~new~~of ~~series~~the ofCompany ~~preferred~~ into which such common stock ofshall ~~the~~hereafter ~~Company~~be aschanged ~~Series~~or Breclassified ~~Convertible~~(the ~~Preferred~~“Conversion ~~Stock~~Shares”) as ~~with~~set ~~4,000,000~~forth ~~shares~~in ~~authorized~~the ~~for~~Certificate ~~issuance~~of Designation.

~~Upon the occurrence of the events as set forth in paragraph (a) or (b) below, each share of Series B Preferred Stock shall be converted into four (the “Conversion Ratio”) fully paid and non~~F-assessable shares of common stock or any shares of capital stock or other securities of the Company into which such common stock shall hereafter be changed or reclassified (the “Conversion Shares”) as set forth in the Certificate of Designation.12

~~F-12~~MEDIXALL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

~~MEDIXALL~~Note 7 ~~GROUP,~~– ~~INC.~~Preferred ~~AND~~Stock ~~SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021~~(continued)

(a) Automatic Conversion

Immediately upon the listing of the common stock for trading on the New York Stock Exchange or the Nasdaq Stock Market, all of the issued and outstanding

Filing Compare · MediXall Group, Inc.