NOTE 3 – LIQUIDITY

The accompanying condensed consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern", management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating

effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

As shown in the accompanying condensed consolidated financial statements as of September 30, 2022, the Company has an accumulated deficit of $39,460,016 and working capital of $1,694,861. At September 30, 2022, the Company had no debt and $4,747,951 of unrestricted cash on hand. For the nine months ended September 30, 2022, the Company recognized a net loss of $17,934,306 and negative cash flows from operations of $15,339,217. Since inception, the Company has met its cash needs through proceeds from issuing convertible notes, warrants and its IPO.

On November 1, 2022, the Company announced the closing of the acquisition of Maestro Health LLC (“Maestro”). Under the terms of the purchase agreement, there is no cash payment to be made until April 1, 2024 (see Note 16) and the sellers have agreed that at the closing of the transaction, Maestro’s free cash reserves will be $15.79 million. This cash is available to be used by the Company to fund the operations of the Company after the closing. While Maestro is currently generating operating losses and negative cash flows from operations, management believes that the integration of the two businesses will lead to substantial improvement in the operating results of the Company over the next year.

Management continues to evaluate additional funding alternatives and may seek to raise additional funds through the issuance of equity or debt securities, through arrangements with strategic partners or through obtaining credit from financial institutions. As the Company seeks additional sources of financing, there can be no assurance that such financing would be available to it on favorable terms or at all.

While there can be no assurance due to a variety of factors including but not limited to market and economic conditions, industry trends, operating performance, and the ability to retain existing customers and enter into new customer arrangements, management believes that the Company’s current liquid assets combined with the cash expected from the Maestro acquisition are sufficient to fund working capital and operating activities and fund capital expenditures through at least December 31, 2023.