OTC: CDIX

We also own a real estate company, Edge View Properties,
Inc., or Edge View, which we acquired on July 16, 2014. Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots
already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing
needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for
development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre
pond. Management does not currently have any plans to develop this property and expects to eventually sell the property.

Our Corporate History and Structure

We were incorporated on September 3, 1986 in Colorado
as Cardiff International Inc. On November 10, 2005, we merged with Legacy Card Company and became Cardiff Lexington Corporation. On August
27, 2014, we redomiciled and became a corporation under the laws of Florida. On April 13, 2021, we redomiciled and became a corporation
under the laws of Nevada.

All of our operations are conducted through our
operating subsidiaries, Nova and Edge View. Nova was organized in the State of Florida on December 3, 2018 and Edge View was incorporated
in the State of Idaho on February 9, 2005.

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The following chart depicts our current organizational
structure:

Our Business Strategy

We employ an acquisition and value creation strategy,
with the goal of locating undervalued and undercapitalized healthcare companies and providing them capitalization and leadership in order
to maximize the value and potential of their private, often family run, enterprises while also providing diversification and risk mitigation
for our stockholders. Our primary focus is on the healthcare sector, where we utilize our management team’s relationship networks,
industry experience and deal sourcing capabilities to target companies we believe have an experienced management team and compelling assets
which we believe are well positioned for growth. Our culture emphasizes core values, teamwork, accountability, and performance. Specifically,
we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms of growth stages and capital
structures and we intend to focus our portfolio of subsidiaries to established profitable niche small to mid-sized healthcare companies.
Our acquisition strategy is driven by structure, transaction value, alignment, resources and return on investment. As we identify potential
targets, it is also our strategy and goal to identify and recruit the right operating executive partners that have the requisite tools
and experience to manage and grow our existing and newly acquired subsidiaries. Based on our management’s long history and experience
in building relationships with a vast number of executives and their teams, we are confident that we have placed or left successful executives
in charge of our current subsidiaries and will be able to identify appropriate executives to add long-term value to any future acquisitions.

After our acquisitions, the entities become wholly
owned subsidiaries and the target company’s management team either maintains responsibility for the day-to-day operations or we
locate suitable executives to overtake responsibility for the entities. We believe that we can then provide these entities with some of
the benefits of being a publicly traded company, including but not limited to, providing them with increased access to funding that we
can obtain on their behalf in the capital markets for operations or expansion and our management team’s experience operating businesses.
Our combined acquisition and value creation strategy drives our goal to deliver our public stockholders an opportunity to own a long term,
stable, durable compounding equity investment that can produce strong returns.

Our Market Opportunity

Utilizing our management teams and principals’
expansive network of relationships, we believe there to be a significant opportunity for organic growth and expanded utilization of our
current locations and an opportunity to open additional locations within new markets. Additionally, we believe there are a substantial
number of small to mid-sized healthcare companies, second stage startups – emerging businesses with a strong organic growth plan
that is materially cash generative and income producing real estate holdings that we may seek to acquire that can potentially generate
attractive returns for our stockholders. In this environment, we believe the expertise and relationships of our management team represent
a compelling value proposition for potential business targets looking for additional working capital infusion, a pathway to exit some
equity, and leadership to assist them to grow and expand.

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Our Acquisition Process

In evaluating a potential target business, we
conduct a comprehensive due diligence review to determine a company’s quality and its intrinsic value. That due diligence review
may include, among other things, financial statement analysis, detailed document reviews, multiple meetings with management, consultations
with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information that we will seek
to obtain as part of our analysis of a target company. Upon the consummation of an acquisition agreement with a target company, it becomes
a wholly owned subsidiary of our company.

We anticipate structuring our acquisitions in
such a way so that the post-business combination subsidiary company will directly or indirectly own, acquire, or control 100% of the equity
interests or assets of the target business or businesses. We may, however, structure future acquisitions such that the post-business combination
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or stockholders or for legal or other reasons, but we will only complete such acquisition if the post-business
subsidiary company owns or acquires 49% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that
our board of directors will not be able to make an independent determination of the fair market value of a target business or businesses,
it may be unable to do so if the board of directors is less familiar or experienced with the target company’s business, there is
a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early
stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized
skills and the board of directors determines that outside expertise would be helpful or necessary in conducting such analysis.

We finance acquisitions primarily through additional
equity and debt financings. We believe that having the ability to finance most, if not all, acquisitions with the general capital resources
raised by our company, rather than financing relating to the acquisition of individual businesses, provides us with an advantage in acquiring
attractive businesses by minimizing delay and closing conditions that are often related to acquisition-specific financings. Because the
timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully
from attractive acquisition opportunities. The sale of additional shares of any class of equity will be subject to market conditions and
investor demand for such shares at prices that may not be in the best interest of our stockholders. The sale of additional equity securities
could also result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and
could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts
or on terms acceptable to us, if at all. See also Item 1A “Risk Factors—Risks Related to Our Business and Structure—We
may not be able to successfully fund acquisitions due to the unavailability of equity or debt financing on acceptable terms, which could
impede the implementation of our acquisition strategy.”

The time required to select and evaluate a target
business and to structure and complete acquisitions, and the costs associated with this process, are not currently ascertainable with
any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
any acquisition is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another
acquisition.

We have not selected any specific business combination
target for our next acquisition, and we have not entered into any binding letters of intent.

To the extent we effect any future acquisition
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

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There are several risks associated with our acquisition
strategy, including the following risks, which are described more fully in Item 1A “Risk Factors—Risks Related to Our Business
and Structure”:

· our acquisition strategy exposes us to substantial
risk;

· we may experience difficulty as we evaluate,
acquire and integrate businesses that we may acquire, which could result in drains on our resources, including the attention of our management,
and disruptions of our on-going business;

· we may not be able to effectively integrate the
businesses that we acquire;

· we face competition for businesses that fit our
acquisition strategy and, therefore, we may have to acquire targets at sub-optimal prices or, alternatively, forego certain acquisition
opportunities;

· we may not be able to successfully fund acquisitions
due to the unavailability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy;
and

· we may change our management and acquisition
strategies without the consent of our stockholders, which may result in a determination by us to pursue riskier business activities.

Our Competition

In identifying, evaluating, and selecting potential
target business for acquisition, we may encounter intense competition from other entities having a business objective similar to ours,
including blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.
Many of these entities are well established and have extensive experience identifying and effecting acquisitions directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human, and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Any of these factors may place us at a competitive disadvantage in successfully negotiating an acquisition.

Our Competitive Strengths

We believe that we have several competitive advantages
that differentiate us from other holding companies. Our competitive strengths include:

· Management Operating and Investing Experience.
Our directors and executive officers have significant executive, investment and operational experience in managing and growing small and
middle market healthcare companies. We believe that this breadth of experience provides us with a competitive advantage in evaluating
businesses and acquisition opportunities.

· Extensive Network of Small to Middle Market
Companies. As a result of their experience with acquisitions and in providing services to small to middle market companies around
the United States, our management team members have developed a broad array of contacts at private and closely held companies. We believe
that these contacts will be important in generating potential acquisition opportunities for us.

· Public Company Benefits. We believe
our structure will make us an attractive business transaction partner to prospective acquisition targets. As an existing public company,
we will be able to raise capital to deploy to our acquired businesses for their business operations. Additionally, we will be able to
offer to the employees of our subsidiaries equity in our company as an additional means of creating management incentives that are better
aligned with stockholders’ interests.

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· Maintaining of day-to-day control of operations.
As part of our acquisition criteria for a target company, we search for companies with what we believe are strong management teams, which
allows us to have the management team maintain control of the day-to-day operations of the companies. We believe this model is attractive
to target companies with management desiring to obtain the benefits of being a public company while maintaining control over the operations
of their company.

Our Intellectual Property

We do not have any intellectual property at our
holding company.

Our Employees

As of December 31, 2025, our company had 18 employees,
of which 15 of these employees were full time (including our operating subsidiaries described below). None of our employees are represented
by labor unions, and we believe that we have an excellent relationship with our employees.

Regulation

We do not expect that our holding company will
be subject to material governmental regulation. However, it is our policy to fully comply with all governmental regulation and regulatory
authorities.

Our Healthcare Business

Our healthcare business is operated by Nova,
which we acquired on May 31, 2021. This business accounted for all of our revenues for the years ended December 31, 2025 and 2024.

Overview

We operate a group of regional primary specialty
and ancillary care facilities throughout Florida and Georgia that provide traumatic injury victims with primary care evaluations, interventional
pain management, and specialty consultation services. We focus on plaintiff-related care and are a highly efficient provider of EMC assessments.
We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints,
tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping
patients return to active lifestyles.

The Healthcare Market

The healthcare sector is defined as end users
whose primary business is the delivery of medical, patient care or treatment, medical diagnostic services, or medical care provided in
connection with disaster relief, including, but not limited to (i) professional medical and healthcare service companies, businesses,
institutions and enterprises, (ii) medical diagnostics facilities and laboratories having patient interaction, (iii) government and private
organizations providing medical care in connection with disaster relief and (iv) firms selling products or services into such end users.
Examples of such end users are: hospitals, including their pharmacies; integrated medical service provider networks and their member facilities;
surgery centers, including their pharmacies; blood banks; bone and tissue centers; physician and medical clinic offices including their
pharmacies; psychiatric health facilities, including their pharmacies; clinics in retail outlets that perform or provide medical services
or care; long-term medical care facilities, including their pharmacies; medical care components of the Red Cross or other disaster relief
organizations; and dental care facilities.

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Services

We provide a full range of diagnostic and surgical
services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. Orthopedic
and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture care and hand surgery, as well as spinal
surgery.

Our service model is designed to promote referral
relationships, facilitate patient access, and coordinate administration among our company, as a medical provider, personal injury attorneys,
and chiropractors. This “referral relationship” approach to case management results in increased revenue as attorneys consider
the value of our patient management process when brokering settlements. As EMC and early stage continued care providers, we believe that
we have superior access to patient information to determine the validity of each case and manage cases appropriately.

As noted above, we focus on plaintiff-related
care, so our revenue is primarily provided by bodily injury policies, general liability policies, and personal injury protection policies,
rather than directly from patients, private insurance or Medicare/Medicaid, which partially insulates our business from the declining
reimbursement programs paid from or correlated to Medicare/Medicaid and traditional health insurance companies. However, since most of
our patients are uninsured and involved in lawsuits, we must wait for payments of amounts owed to us until the patient’s lawyer
settles the claim against the defendant’s insurance company or the defendant. As a result of our need to wait for such a settlement,
we experience an extended accounts receivable collection period, which typically ranges from 12 to 24 months. See also Item 1A “Risk
Factors—Risks Related to Our Business and Structure—Our typical accounts receivable collection lifecycle is between twelve
and twenty-four months. This extended period creates several risks relating to our liquidity and cash flow, exposure to credit losses,
dependence on external financing, negative impact on our financial metrics and operational challenges.”

Healthcare Facilities

The main office for our healthcare business is
located at 1903 S 25th Street, Suite 103, Fort Pierce, FL 34947. We currently operate eleven facilities. As of December 31,
2025, management estimates that the eleven facilities are operating at 35% capacity. We believe that the most important factors relating
to the overall utilization of a facility include adequate working capital, the quality and market position of the facility and the number,
quality and specialties of physicians providing patient care within the facility. Other factors that affect utilization include general
and local economic conditions, market penetration, the degree of outpatient use, the availability of reimbursement programs such as Medicare
and Medicaid, and demographic changes such as the growth in local populations. Utilization across the industry is also being affected
by improvements in clinical practice, medical technology and pharmacology. Current industry trends in utilization and occupancy have been
significantly affected by changes in reimbursement policies of third party payers. We are also unable to predict the extent to which these
industry trends will continue or accelerate.

Customers, Sales and Marketing

As of December 31, 2025, we provide services to
approximately 270 - 375 patients per month on average at eleven facilities. Patients are primarily referred through a growing network
of personal injury attorneys, insurance carriers, physical therapy providers, and chiropractic care providers.

Competition

The healthcare industry is highly competitive.
In recent years, competition among healthcare providers for patients, such as our company, has intensified in the United States due to,
among other things, regulatory and technological changes, increasing use of managed care payment systems, cost containment pressures and
a shift toward outpatient treatment. In all of the geographical areas in which we operate, there are other facilities that provide services
comparable to those offered by our facilities. In addition, some of our competitors include hospitals that are owned by tax-supported
governmental agencies or by nonprofit corporations and may be supported by endowments and charitable contributions and exempt from property,
sale and income taxes. Such exemptions and support are not available to us.

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Certain of our competitors may have greater financial
resources, be better equipped and offer a broader range of services than us. The increase in outpatient treatment and diagnostic facilities,
outpatient surgical centers and freestanding ambulatory surgical centers also increases competition for us.

The number and quality of the physicians on a
facility’s staff are important factors in determining a facility’s success and competitive advantage. Typically, physicians
are responsible for making admissions decisions and for directing the course of patient treatment. We believe that physicians refer patients
to a facility primarily on the basis of the patient’s needs, the quality of other physicians on the medical staff, the location
of the facility and the breadth and scope of services offered at the facility. We strive to retain and attract qualified doctors by maintaining
high ethical and professional standards and providing adequate support personnel, technologically advanced equipment and facilities that
meet the needs of those physicians.

In addition, we depend on the efforts, abilities,
and experience of our medical support personnel, including our nurses, pharmacists and lab technicians and other healthcare professionals.
We compete with other healthcare providers in recruiting and retaining qualified management, nurses and other medical personnel. Our healthcare
facilities are experiencing the effects of a nationwide staffing shortage, which has caused and may continue to cause an increase in salaries,
wages and benefits expense in excess of the inflation rate. In addition, there are requirements to maintain specified nurse-staffing levels.
To the extent we cannot meet those levels, we may be required to limit the healthcare services provided, which would have a corresponding
adverse effect on our net operating revenues.

Although most of our revenue is provided by bodily
injury insurance policies, general liability policies, and personal injury protection policies, our ability to negotiate favorable service
contracts with purchasers of group healthcare services also affects our competitive position and significantly affects the revenues and
operating results of our facilities. Managed care plans attempt to direct and control the use of services and to demand that we accept
lower rates of payment. In addition, employers and traditional health insurers are increasingly interested in containing costs through
negotiations with facilities for managed care programs and discounts from established charges. In return, facilities secure commitments
for a larger number of potential patients. Generally, facilities compete for service contracts with group healthcare service purchasers
on the basis of price, market reputation, geographic location, quality and range of services, quality of the medical staff and convenience.
The importance of obtaining contracts with managed care organizations varies from market to market depending on the market strength of
such organizations.

A key element of our growth strategy is expansion
through opening additional locations and the acquisition of additional facilities in select markets. The competition to acquire healthcare
facilities is significant. We compete for acquisitions with other for-profit healthcare companies, private equity and venture capital
firms, as well as not-for-profit entities. Some of our competitors have greater resources than we do. We intend to selectively seek opportunities
to expand our base of operations by adhering to our disciplined program of rational growth but may not be successful in accomplishing
acquisitions on favorable terms.

Competitive Strengths

We believe that our healthcare business has several
competitive advantages, including the following:

· Broad array of services focusing on plaintiff-related
care. We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated
bones, joints, tendons, muscles, ligaments, and nerves with a focus on plaintiff-related care. From sports injuries, to sprains, strains,
and fractures, orthopedic and pain procedure services include hip and knee replacement, shoulder reconstruction, fracture care and hand
surgery, as well as spinal surgery. Our service model is designed to promote referral relationships, facilitate patient access, and coordinate
administration among our company, as a medical provider, personal injury attorneys, and chiropractors. As a result, our revenue is primarily
provided by bodily injury insurance policies, general liability policies, and personal injury protection policies, which partially insulates
our business from the declining reimbursement programs paid from or correlated to Medicare/ Medicaid and traditional health insurance
companies.

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· Opportunities for accelerated growth. We
have a track record of delivering strong growth through a combination of organic growth, new contract additions and selective acquisitions.
Organic growth has historically been supported by consistent underlying market volume trends, stable pricing and a diversified payor mix.
We believe that our networks of high-quality providers position us to take advantage of these trends. We have successfully executed on
new contract growth by providing a set of differentiated services and delivering integrated, efficient, high-quality care, which has helped
us expand our relationships with our existing customers and compete effectively in the bidding process for new contracts. Additionally,
we believe we will have opportunities to expand our services through acquisitions, as discussed in more detail below.

· Focus on clinical excellence. We
are focused on achieving the best clinical outcomes for our patients through the application of rigorous recruiting and credentialing
standards, the promotion of a physician-led leadership culture and the monitoring of our clinical quality measures. Through extensive
clinical and leadership development programs, we train our healthcare professionals to continually enhance their skills and deliver innovative
and patient-focused experiences and outcomes. We provide internally developed continuing medical education accredited courses to our healthcare
professionals, including instructor-led and on-line education sessions. We have developed and implemented quality measurement systems
that track multiple key indicators, which assist our professionals in systematically monitoring, examining and analyzing outcomes and
processes. These quality measurement systems are supplemented by our active peer review infrastructure designed to ensure the development
and implementation of actionable items that will improve patient outcomes. Our ability to deliver high levels of customer service and
patient care is a direct result of this focus, which helps us to differentiate our services, and to attract and retain providers.

· Ability to attract and retain high-quality
providers. Through our processes, we are able to identify and target high-quality providers to match the needs of our customers.
We believe that our operating infrastructure enables us to provide attractive opportunities for our providers to enhance their skills
through extensive clinical and leadership development programs. We believe that our differentiated recruiting, training and development
programs strengthen our customer and provider relationships, enhance our contract and clinician retention rates and allow us to efficiently
recruit providers to support our new contract pipeline.

Growth Strategies

The key elements of our strategy
to grow our business include:

· Capitalize on organic growth opportunities. As
noted above, management estimates that our eleven facilities are operating at 35% capacity as of December 31, 2025. Accordingly, we believe
that we have an opportunity for organic growth at our existing facilities. We also believe our physician-led, patient-focused culture
and approach to clinical solutions will allow us to continue to successfully recruit and retain clinical professionals.

· Supplement organic growth with strategic
acquisitions. The market in which we compete is highly fragmented, presenting significant opportunities for additional acquisitions.
We will continue to follow a disciplined strategy in exploring future acquisitions by analyzing the strategic rationale, financial impact
and organic growth profile of each potential opportunity. Our current focus for future acquisitions is outpatient Orthopedic Surgery Centers
and related Clinics. We have been in discussions with several privately owned Surgery Centers and Clinics. Key targets are strategically
located within eighteen states that we have identified to have a combination of favorable dynamics.

· Enhance operational efficiencies and productivity. We
believe there are significant opportunities to continue to build upon our success in improving our productivity and profitability. We
continue to focus on initiatives to improve productivity, including more efficient scheduling, continued use of mid-level providers, enhancing
our leadership training programs, improving and realigning compensation programs. We believe that our processes related to managed care
contracting, billing, coding, collection and compliance have driven a strong track record of efficient revenue cycle management. We have
made significant investments in infrastructure, including management information systems that we believe will continue to enable us to
improve clinical results and key client metrics while reducing the cost of providing patient care. We have dedicated teams with business
and clinical expertise that are responsible for implementing best practices. Furthermore, we will continue to utilize risk mitigation
programs for loss prevention and early intervention. We believe that our significant investments in scalable technology systems will facilitate
additional cost reductions and efficiencies.

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Intellectual Property

Our healthcare business does not own any intellectual
property.

Employees and Medical Staff

As of December 31, 2025, Nova had 13 employees.
Our facilities are staffed by licensed physicians who have been admitted to the medical staff of individual facilities. Members of
the medical staff of our facilities also serve on the medical staffs of facilities not owned by us and may terminate their affiliation
with our facilities at any time. Each of our facilities is managed on a day-to-day basis by a managing director. In addition, a Board
of Governors, including members of the facility’s medical staff, governs the medical, professional and ethical practices at each
facility. We believe that our relationships with our employees are satisfactory.

None of our employees are represented by labor
unions, and we believe that we have an excellent relationship with our employees.

Regulation

The healthcare industry is subject to numerous
laws, regulations and rules including, among others, those related to government healthcare participation requirements, various licensure
and accreditations, reimbursement for patient services, health information privacy and security rules, and Medicare and Medicaid fraud
and abuse provisions (including, but not limited to, federal statutes and regulations prohibiting kickbacks and other illegal inducements
to potential referral sources, false claims submitted to federal or state healthcare programs and self-referrals by physicians). Providers
that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs,
subjected to significant fines or penalties and/or required to repay amounts received from the government for previously billed patient
services. Although we believe our policies, procedures and practices comply with governmental regulations, no assurance can be given that
we will not be subjected to additional governmental inquiries or actions, or that we would not be faced with sanctions, fines or penalties
if so subjected. Even if we were to ultimately prevail, a significant governmental inquiry or action under one of the above laws, regulations
or rules could have a material adverse impact on us.

Licensing, Certification and Accreditation: All
of our facilities are subject to compliance with various federal, state and local statutes and regulations and receive periodic inspection
by state licensing agencies to review standards of medical care, equipment and cleanliness. Our facilities must also comply with the conditions
of participation and licensing requirements of federal, state and local health agencies, as well as the requirements of municipal building
codes, health codes and local fire departments. Various other licenses and permits are also required in order to dispense narcotics, operate
pharmacies, handle radioactive materials and operate certain equipment. All of our eligible hospitals have been accredited by The
Joint Commission. All of our facilities are certified as providers of Medicare and Medicaid services by the appropriate governmental authorities.
If any of our facilities were to lose its Joint Commission accreditation or otherwise lose its certification under the Medicare and Medicaid
programs, the facility may be unable to receive reimbursement from the Medicare and Medicaid programs and other payers. We believe our
facilities are in substantial compliance with current applicable federal, state, local and independent review body regulations and standards.
The requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified, it may become
necessary for us to make changes in our facilities, equipment, personnel and services in the future, which could have a material adverse
impact on operations.

Certificates of Need: Many
states, including Florida, have enacted CON laws as a condition prior to capital expenditures, construction, expansion, modernization
or initiation of major new services. Failure to obtain necessary state approval can result in our inability to complete an acquisition,
expansion or replacement, the imposition of civil or, in some cases, criminal sanctions, the inability to receive Medicare or Medicaid
reimbursement or the revocation of a facility’s license, which could harm our business. In addition, significant CON reforms have
been proposed in a number of states that would increase the capital spending thresholds and provide exemptions of various services from
review requirements. In the past, we have not experienced any material adverse effects from those requirements, but we cannot predict
the impact of these changes upon our operations.

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Conversion Legislation: Many
states have enacted or are considering enacting laws affecting the conversion or sale of not-for-profit healthcare facilities to for-profit
entities. These laws generally require prior approval from the attorney general, advance notification and community involvement. In addition,
attorneys general in states without specific conversion legislation may exercise discretionary authority over these transactions. Although
the level of government involvement varies from state to state, the trend is to provide for increased governmental review and, in some
cases, approval of a transaction in which a not-for-profit entity sells a healthcare facility to a for-profit entity. The adoption of
new or expanded conversion legislation and the increased review of not-for-profit conversions may limit our ability to grow through acquisitions
of not-for-profit facilities.

Utilization Review: Federal
regulations require that admissions and utilization of facilities by Medicare and Medicaid patients must be reviewed in order to ensure
efficient utilization of facilities and services. The law and regulations require Peer Review Organizations, or PROs, to review the appropriateness
of Medicare and Medicaid patient admissions and discharges, the quality of care provided, the validity of diagnosis related group classifications
and the appropriateness of cases of extraordinary length of stay. PROs may deny payment for services provided, assess fines and also have
the authority to recommend to the Department of Health and Human Services, or HHS, that a provider that is in substantial non-compliance
with the standards of the PRO be excluded from participating in the Medicare program. We have contracted with PROs to perform the required
reviews.

Audits: Most healthcare facilities
are subject to federal audits to validate the accuracy of Medicare and Medicaid program submitted claims. If these audits identify
overpayments, we could be required to pay a substantial rebate of prior years’ payments subject to various administrative appeal
rights. The federal government contracts with third-party “recovery audit contractors” and “Medicaid integrity contractors,”
on a contingent fee basis, to audit the propriety of payments to Medicare and Medicaid providers. Similarly, Medicare zone program integrity
contractors target claims for potential fraud and abuse. Additionally, Medicare administrative contractors must ensure they pay the
right amount for covered and correctly coded services rendered to eligible beneficiaries by legitimate providers. The Centers for Medicare
and Medicaid Services announced its intent to consolidate many of these Medicare and Medicaid program integrity functions into new unified
program integrity contractors, though it remains unclear what effect, if any, this consolidation may have. We have undergone claims audits
related to our receipt of federal healthcare payments during the last three years, the results of which have not required material adjustments
to our consolidated results of operations. However, potential liability from future federal or state audits could ultimately exceed established
reserves, and any excess could potentially be substantial. Further, Medicare and Medicaid regulations also provide for withholding
Medicare and Medicaid overpayments in certain circumstances, which could adversely affect our cash flow.

The Stark Law: The Social Security
Act includes a provision commonly known as the “Stark Law.” This law prohibits physicians from referring Medicare and Medicaid
patients to entities with which they or any of their immediate family members have a financial relationship unless an exception is met.
These types of referrals are known as “self-referrals.” Sanctions for violating the Stark Law include civil penalties up to
$26,125 for each violation, and up to $174,172 for sham arrangements. There are a number of exceptions to the self-referral prohibition,
including an exception for a physician’s ownership interest in an entire facility as opposed to an ownership interest in a facility
department unit, service or subpart. However, federal laws and regulations now limit the ability of facilities relying on this exception
to expand aggregate physician ownership interest or to expand certain facilities. This regulation also places a number of compliance requirements
on physician-owned facilities related to reporting of ownership interest. There are also exceptions for many of the customary financial
arrangements between physicians and providers, including employment contracts, leases and recruitment agreements that adhere to certain
enumerated requirements. The CMS issued a final rule in 2020 that created a new Stark exception for value-based models. Although
the final regulations provide exceptions to the Stark Law, there may remain regulatory risks for participating hospitals, as well as financial
and operational risks. We monitor all aspects of our business and have developed a comprehensive ethics and compliance program that is
designed to meet or exceed applicable federal guidelines and industry standards. Nonetheless, because the law in this area is complex
and constantly evolving, there can be no assurance that federal regulatory authorities will not determine that any of our arrangements
with physicians violate the Stark Law.

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Anti-kickback Statute: A provision
of the Social Security Act known as the “anti-kickback statute” prohibits healthcare providers and others from directly or
indirectly soliciting, receiving, offering or paying money or other remuneration to other individuals and entities in return for using,
referring, ordering, recommending or arranging for such referrals or orders of services or other items covered by a federal or state healthcare
program. However, changes to the anti-kickback statute have reduced the intent required for violation; one is no longer required to have
actual knowledge or specific intent to commit a violation of the anti-kickback statute in order to be found in violation of such law.
The anti-kickback statute contains certain exceptions, and the Office of the Inspector General of the Department of Health and Human Services,
or the OIG, has issued regulations that provide for “safe harbors,” from the federal anti-kickback statute for various activities.
These activities, which must meet certain requirements, include (but are not limited to) the following: investment interests, space rental,
equipment rental, practitioner recruitment, personnel services and management contracts, sale of practice, referral services, warranties,
discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible amounts, managed care arrangements,
obstetrical malpractice insurance subsidies, investments in group practices, freestanding surgery centers, donation of technology for
electronic health records and referral agreements for specialty services. In 2020, the OIG issued a final rule that established an
anti-kickback statute safe harbor for value based models. Although the final regulations provide safe harbors, there may remain regulatory
risks for participating facilities, as well as financial and operational risks. The
fact that conduct or a business arrangement does not fall within a safe harbor or exception does not automatically render the conduct
or business arrangement illegal under the anti-kickback statute. However, such conduct and business arrangements may lead to increased
scrutiny by government enforcement authorities. Although we believe that our arrangements with physicians and other referral sources have
been structured to comply with current law and available interpretations, there can be no assurance that all arrangements comply with
an available safe harbor or that regulatory authorities enforcing these laws will determine these financial arrangements do not violate
the anti-kickback statute or other applicable laws. Violations of the anti-kickback statute may be punished by a criminal fine of up to
$100,000 for each violation or imprisonment, however, under 18 U.S.C. Section 3571, this fine may be increased to $250,000 for individuals
and $500,000 for organizations. Civil money penalties may include fines of up to $105,563 per violation and damages of up to three
times the total amount of the remuneration and/or exclusion from participation in Medicare and Medicaid.

Similar State Laws: Many states,
including Florida, have adopted laws that prohibit payments to physicians in exchange for referrals similar to the anti-kickback statute
and the Stark Law, some of which apply regardless of the source of payment for care. These statutes typically provide criminal and civil
penalties as well as loss of licensure. In many instances, the state statutes provide that any arrangement falling in a federal safe harbor
will be immune from scrutiny under the state statutes. However, in most cases, little precedent exists for the interpretation or enforcement
of these state laws. These laws and regulations are extremely complex and, in many cases, we do not have the benefit of regulatory or
judicial interpretation. It is possible that different interpretations or enforcement of these laws and regulations could subject our
current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment,
personnel, services, capital expenditure programs and operating expenses. A determination that we have violated one or more of these laws,
or the public announcement that we are being investigated for possible violations of one or more of these laws, could have a material
adverse effect on our business, financial condition or results of operations and our business reputation could suffer significantly. In
addition, we cannot predict whether other legislation or regulations at the federal or state level will be adopted, what form such legislation
or regulations may take or what their impact on us may be. If we are deemed to have failed to comply with the anti-kickback statute, the
Stark Law or other applicable laws and regulations, we could be subjected to liabilities, including criminal penalties, civil penalties
(including the loss of our licenses to operate one or more facilities), and exclusion of one or more facilities from participation in
the Medicare, Medicaid and other federal and state healthcare programs. The imposition of such penalties could have a material adverse
effect on our business, financial condition or results of operations.

Federal False Claims Act and Similar State
Regulations: A current trend affecting the healthcare industry is the increased use of the federal False Claims Act, and,
in particular, actions being brought by individuals on the government’s behalf under the False Claims Act’s qui tam, or whistleblower,
provisions. Whistleblower provisions allow private individuals to bring actions on behalf of the government by alleging that the defendant
has defrauded the Federal government. When a defendant is determined by a court of law to have violated the False Claims Act, the defendant
may be liable for up to three times the actual damages sustained by the government, plus mandatory civil penalties of between $12,537
to $25,076 for each separate false claim. There are many potential bases for liability under the False Claims Act. Liability often arises
when an entity knowingly submits a false claim for reimbursement to the federal government. The Fraud Enforcement and Recovery Act of
2009, or FERA, amended and expanded the number of actions for which liability may attach under the False Claims Act, eliminating requirements
that false claims be presented to federal officials or directly involve federal funds. FERA also clarifies that a false claim violation
occurs upon the knowing retention, as well as the receipt, of overpayments. In addition, recent changes to the anti-kickback statute have
made violations of that law punishable under the civil False Claims Act. Further, a number of states have adopted their own false claims
provisions as well as their own whistleblower provisions whereby a private party may file a civil lawsuit on behalf of the state in state
court. The False Claims Act requires that federal healthcare program overpayments be returned within 60 days from the date the overpayment
was identified, or by the date any corresponding cost report was due, whichever is later. Failure to return an overpayment within this
period may result in additional civil False Claims Act liability.

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Other Fraud and Abuse Provisions: The
Social Security Act also imposes criminal and civil penalties for submitting false claims to Medicare and Medicaid. False claims include,
but are not limited to, billing for services not rendered, billing for services without prescribed documentation, misrepresenting actual
services rendered in order to obtain higher reimbursement and cost report fraud. Like the anti-kickback statute, these provisions are
very broad. Further, HIPAA broadened the scope of the fraud and abuse laws by adding several criminal provisions for healthcare fraud
offenses that apply to all health benefit programs, whether or not payments under such programs are paid pursuant to federal programs.
HIPAA also introduced enforcement mechanisms to prevent fraud and abuse in Medicare. There are civil penalties for prohibited conduct,
including, but not limited to billing for medically unnecessary products or services.

HIPAA Administrative Simplification and
Privacy Requirements: The administrative simplification provisions of HIPAA, as amended by the Health Information Technology
for Economic and Clinical Health Act, or HITECH, require the use of uniform electronic data transmission standards for healthcare claims
and payment transactions submitted or received electronically. These provisions are intended to encourage electronic commerce in the healthcare
industry. HIPAA also established federal rules protecting the privacy and security of personal health information. The privacy and security
regulations address the use and disclosure of individual healthcare information and the rights of patients to understand and control how
such information is used and disclosed. Violations of HIPAA can result in both criminal and civil fines and penalties. We believe that
we are in material compliance with the privacy regulations of HIPAA, as we continue to develop training and revise procedures to address
ongoing compliance. The HIPAA security regulations require healthcare providers to implement administrative, physical and technical safeguards
to protect the confidentiality, integrity and availability of patient information. HITECH has since strengthened certain HIPAA rules regarding
the use and disclosure of protected health information, extended certain HIPAA provisions to business associates, and created new security
breach notification requirements. HITECH has also extended the ability to impose civil money penalties on providers not knowing that a
HIPAA violation has occurred. We believe that we have been in substantial compliance with HIPAA and HITECH requirements to date. Recent
changes to the HIPAA regulations may result in greater compliance requirements for healthcare providers, including expanded obligations
to report breaches of unsecured patient data, as well as create new liabilities for the actions of parties acting as business associates
on our behalf.

Red Flags Rule: In addition,
the Federal Trade Commission, or the FTC, Red Flags Rule requires financial institutions and businesses maintaining accounts to address
the risk of identity theft. The Red Flag Program Clarification Act of 2010, signed on December 18, 2010, appears to exclude certain
healthcare providers from the Red Flags Rule, but permits the FTC or relevant agencies to designate additional creditors subject to the
Red Flags Rule through future rulemaking if the agencies determine that the person in question maintains accounts subject to foreseeable
risk of identity theft. Compliance with any such future rulemaking may require additional expenditures in the future.

Patient Safety and Quality Improvement Act
of 2005: On July 29, 2005, the Patient Safety and Quality Improvement Act of 2005 was enacted, which has the goal of
reducing medical errors and increasing patient safety. This legislation establishes a confidential reporting structure in which providers
can voluntarily report patient safety work product, or PSWP, to patient safety organizations, or PSOs. Under the system, PSWP is made
privileged, confidential and legally protected from disclosure. PSWP does not include medical, discharge or billing records or any other
original patient or provider records but does include information gathered specifically in connection with the reporting of medical errors
and improving patient safety. This legislation does not preempt state or federal mandatory disclosure laws concerning information that
does not constitute PSWP. PSOs are certified by the Secretary of the HHS for three-year periods and analyze PSWP, provide feedback to
providers and may report non-identifiable PSWP to a database. In addition, PSOs are expected to generate patient safety improvement strategies.

Environmental Regulations: Our
healthcare operations generate medical waste that must be disposed of in compliance with federal, state and local environmental laws,
rules and regulations. Infectious waste generators, including healthcare facilities, face substantial penalties for improper disposal
of medical waste, including civil penalties of up to $25,000 per day of noncompliance, criminal penalties of up to $50,000 per day, imprisonment,
and remedial costs. In addition, our operations, as well as our purchases and sales of facilities are subject to various other environmental
laws, rules and regulations. We believe that our disposal of such waste is in material compliance with all state and federal laws.

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Corporate Practice of Medicine: Several
states, including Florida, have laws and/or regulations that prohibit corporations and other entities from employing physicians and practicing
medicine for a profit or that prohibit certain direct and indirect payments or fee-splitting arrangements between healthcare providers
that are designed to induce or encourage the referral of patients to, or the recommendation of, particular providers for medical products
and services. Possible sanctions for violation of these restrictions include loss of license and civil and criminal penalties. In addition,
agreements between the corporation and the physician may be considered void and unenforceable. These statutes and/or regulations vary
from state to state, are often vague and have seldom been interpreted by the courts or regulatory agencies. We do not expect these state
corporate practice of medicine proscriptions to significantly affect our operations. Many states have laws and regulations which prohibit
payments for referral of patients and fee-splitting with physicians. We do not make any such payments or have any such arrangements.

Healthcare Industry Investigations: We
are subject to claims and suits in the ordinary course of business, including those arising from care and treatment afforded by our facilities
and are party to various government investigations and litigation. In addition, currently, and from time to time, some of our facilities
are subjected to inquiries and/or actions and receive notices of potential non-compliance of laws and regulations from various federal
and state agencies. Providers that are found to have violated these laws and regulations may be excluded from participating in government
healthcare programs, subjected to potential licensure, certification, and/or accreditation revocation, subjected to fines or penalties
or required to repay amounts received from the government for previously billed patient services. We monitor all aspects of our business
and have developed a comprehensive ethics and compliance program that is designed to meet or exceed applicable federal guidelines and
industry standards. Because the law in this area is complex and constantly evolving, governmental investigation or litigation may result
in interpretations that are inconsistent with industry practices, including ours. Although we believe our policies, procedures and practices
comply with governmental regulations, no assurance can be given that we will not be subjected to inquiries or actions, or that we will
not be faced with sanctions, fines or penalties in connection with the investigations. Even if we were to ultimately prevail, the government’s
inquiry and/or action in connection with these matters could have a material adverse effect on our future operating results. It is possible
that governmental entities could initiate additional investigations or litigation in the future and that such matters could result in
significant penalties as well as adverse publicity. It is also possible that our executives and/or managers could be included as targets
or witnesses in governmental investigations or litigation and/or named as defendants in private litigation.

Medical Malpractice Tort Law Reform: Medical
malpractice tort law has historically been maintained at the state level. All states have laws governing medical liability lawsuits. Over
half of the states have limits on damages awards. Almost all states have eliminated joint and several liability in malpractice lawsuits,
and many states have established limits on attorney fees. Many states had bills introduced in their legislative sessions to address medical
malpractice tort reform. Proposed solutions include enacting limits on non-economic damages, malpractice insurance reform, and gathering
lawsuit claims data from malpractice insurance companies and the courts for the purpose of assessing the connection between malpractice
settlements and premium rates. Reform legislation has also been proposed, but not adopted, at the federal level that could preempt additional
state legislation in this area.

Real Estate Business

Our real estate business is operated by Edge View,
which we acquired on July 16, 2014. Except in connection with the sale of three parcels of land in 2021, this business has not generated
any revenues to date.

Property

We own five (5) acres zoned medium density residential
(MDR) with 12 lots already platted; six (6) acres zoned high-density residential (HDR) that can be platted in various configurations
to meet current housing needs; and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into
the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing
in a two (2) acre pond. Salmon is known as Idaho’s premier whitewater destination as well as one of the easier accesses to
the Frank Church Wilderness Area - the largest wilderness in the lower 48 states. Salmon’s airport has service to Boise,
Idaho and serves as a hub to access whitewater rafting start points and wilderness landing strips. Management does not currently have
any plans to develop this property and expects to eventually sell the property.

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Intellectual Property

Edge View does not own any intellectual property.

Employees

Edge View does not have any employees.

Regulation

Federal, State and/or Local Regulatory Compliance

We are subject to a variety of Federal, state,
and/or local statutes, ordinances, rules, and regulations covering the purchase, development, construction and operation of real estate
assets. These regulatory requirements include zoning and land use, building design, construction, worksite safety, traffic, and other
matters, such as local rules that may impose restrictive zoning and developmental requirements. We are subject to various licensing, registration,
and filing requirements in connection with our real estate assets. Finally, state and/or local governments retain certain rights with
respect to eminent domain which could enable them to restrict or alter the use of our property. These requirements may lead to increases
in our overall costs. The need to comply with these requirements may significantly delay development and/or construction with regard to
our properties or lead us to alter our plans regarding our real estate assets.

Environmental Regulatory Compliance

Under various Federal, state and/or local laws,
ordinances and regulations, a current or previous owner or operator of a property may be required to investigate and/or clean-up hazardous
or toxic substances released at that property. That owner or operator also may be held liable to third parties for bodily injury or property
damage (investigation and/or clean-up costs) incurred by those parties in connection with the contamination at that site. These laws often
impose liability without regard to whether the owner or operator knew of or otherwise caused the release of the hazardous or toxic substances.
In addition, persons who arrange for the disposal or treatment of hazardous substances or other regulated materials also may be liable
for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned
or operated by such persons.

The costs of remediation or removal of hazardous
or toxic substances can be substantial, and the presence of contamination, or the failure to remediate contamination discovered, at a
property we own or operate may adversely affect our ability to develop, construct on, sell, lease, or borrow upon that property.

In addition, our properties may be exposed to
a risk of contamination originating from other sources. While a property owner generally is not responsible for remediating contamination
that has migrated on-site from an off-site source, the contaminant’s presence could have adverse effects on our ability to develop,
construct on, operate, sell, lease, or borrow upon that property. Certain environmental laws may create a lien on a contaminated site
in favor of the government for damages and costs the government may incur to remediate that contamination. Moreover, if contamination
is discovered on a property, environmental laws may impose restrictions on the manner in which that property may be used, or how businesses
may be operated on that property, thus reducing our ability to maximize our investment in that property. Our properties have been subjected
to varying degrees of environmental assessment at various times; however, the identification of new areas of contamination, a change in
the extent or known scope of contamination, or changes in environmental regulatory standards and/or cleanup requirements could result
in significant costs to us.

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