10-Q - FCHS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

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

For the quarterly period ended: ### June 30, 2024

Commission

File Number: 000-53012

FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	90-0687379
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

95Bulldog Blvd, Suite 202, Melbourne, Florida 32901

(Address of principal executive offices)

(321)725-0090

(Registrant’s telephone number, including area code)

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 past 12 months, 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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files. Yes ☒ No ☐

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

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

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

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

As of August 1, 2024, there were 32,958,288 shares outstanding of the registrant’s Common Stock,

par value $0.001

PART I.	FINANCIAL INFORMATION
	ITEM<br> 1	Financial<br> Statements
		Condensed consolidated balance sheets as of June 30, 2024 (unaudited) and December 31, 2023	3
		Condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 (unaudited)	4
		Condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2024 (unaudited)	5
		Condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 (unaudited)	6
		Notes to condensed consolidated financial statements (unaudited)	7
	ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	ITEM<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	19
	ITEM<br> 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
	ITEM<br> 1.	Legal Proceedings	20
	ITEM<br> 1A.	Risk Factors	20
	ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	ITEM<br> 3.	Defaults Upon Senior Securities	20
	ITEM<br> 4.	Mine Safety Disclosures	20
	ITEM<br> 5.	Other Information	20
	ITEM<br> 6.	Exhibits	20
	SIGNATURES		21

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FIRST CHOICE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in dollars, unaudited)

			As of
			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	1,516		$	12,607
Accounts receivable, net	81,974			92,444
Deposits	466,552			—
Other Current Assets	2,385			206,631
Total current assets	552,427			311,682
Property, plant and equipment, net	244,879			262,243
Operating lease right-of-use assets	2,279,245			2,437,358
Deferred tax asset	111,949			111,949
Total assets	3,188,500		$	3,123,232
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	9,132,809		$	8,410,879
Operating lease liabilities, current portion	297,501			299,244
Notes payable, current portion	21,821,446			19,217,018
Total current liabilities	31,251,756			27,927,141
Long term liabilities:
PPP loan payable	1,283,624			1,283,624
Operating lease liabilities, non-current portion	2,297,291			2,442,519
Convertible notes	—			—
Total liabilities	34,832,671		$	31,653,284
Stockholders’ equity (deficit):
Series A Convertible Preferred stock; 0.01 par value, 40,000 shares authorized, 147 and 147 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1			1
Common stock, 0.001 par value, 100,000,000 shares authorized 32,958,288 and 32,958,288 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	32,958			32,958
Additional paid-in capital	35,323,578			35,369,995
Treasury stock, 74,453 common shares, at cost	—			—
Accumulated deficit	(67,000,708	)		(63,933,006	)
Total stockholders’ equity (deficit)	(31,644,171	)		(28,530,052	)
Total liabilities and stockholders’ equity (deficit)	3,188,500		$	3,123,232

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

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FIRST CHOICE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in dollars, unaudited)

	2024			2023			2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue
Revenue, net of discounts	$	3,303		$	58,832		$	10,154		$	(26,006	)
Cost of sales		—			—			—			—
Gross (deficit) profit		3,303			58,832			10,154			(26,006	)
Operating expenses
Compensation expense		111,661			171,213			219,155			357,269
Selling, general and administrative expenses		370,637			695,482			766,820			1,501,514
Total operating expenses		482,298			866,695			985,975			1,858,783
Operating loss		(478,995	)		(807,863	)		(975,821	)		(1,884,789	)
Other income (expenses)
Gain (loss) on sale of equipment		1,550			24,816			4,150			18,691
Miscellaneous income (expense)		—			—			—			—
Interest expense, net		(1,384,916	)		(1,871,910	)		(2,096,033	)		(2,809,910	)
Total other income (expenses), net		(1,383,366	)		(1,847,094	)		(2,091,883	)		(2,791,219	)
Net Loss before income taxes		(1,862,361	)		(2,654,958	)		(3,067,704	)		(4,676,009	)
Income taxes expense (benefit)		—			—			—			—
Net loss		(1,862,361	)		(2,654,958	)		(3,067,704	)		(4,676,009	)
Preferred stock dividends		(23,206	)		(22,721	)		(46,415	)		(44,315	)
Net loss attributable to common shareholders	$	(1,885,567	)	$	(2,677,679	)	$	(3,114,119	)	$	(4,720,324	)
Basic and diluted income (loss) per common share
Net loss per common share	$	(0.06	)	$	(0.08	)	$	(0.09	)	$	(0.14	)
Weighted average number of common shares outstanding, basic and diluted		32,958,288			32,958,288			32,958,288			32,958,288

The

accompanying notes are an integral part of these consolidated financial statements.

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FIRST CHOICE HEALTHCARE SOLUTIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2024

(in dollars)

(Unaudited)

	Shares		Amount		Shares		Amount		Additional			Deficit			Total
****	****				****				Additional		****	****		****	****		****
	Common stock				Preferred stock				Paid in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2023		32,958,288	$	32,958		147	$	1.00	$	35,369,995		$	(63,933,006	)	$	(28,530,052	)
Stock based compensation		—		—		—		—		—			—			—
Warrants issued for debt discount		—		—		—		—		—			—			—
Proceeds from issuance of Preferred stock		—		—		—		—		—			—			—
Dividends payable on Preferred Stock		—		—		—		—		(23,209.00	)		—			(23,209	)
Net loss		—		—		—		—		—			(1,205,343	)		(1,205,343	)
Balance, March 31, 2024		32,958,288	$	32,958		141	$	1	$	35,346,786		$	(65,138,349	)	$	(29,758,604	)
Balance		32,958,288	$	32,958		141	$	1	$	35,346,786		$	(65,138,349	)	$	(29,758,604	)
Stock based compensation		—		—		—		—		—			—			—
Warrants issued for debt discount		—		—		—		—		—			—			—
Proceeds from issuance of Preferred stock		—		—		—		—		(23,206.0	)		—			(23,206	)
Net loss		—		—		—		—		—			(1,862,361	)		(1,862,361	)
Balance, June 30, 2024		32,958,288	$	32,958		147	$	1	$	35,323,580		$	(67,000,710	)	$	(31,644,171	)
Balance		32,958,288	$	32,958		147	$	1	$	35,323,580		$	(67,000,710	)	$	(31,644,171	)

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(indollars)

(Unaudited)

	2024			2023
	For the Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(3,067,704	)	$	(4,676,009	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		17,364			27,442
Loss on disposition of assets		-			99,876
Amortization of debt discount		162,626			1,346,861
Amortization of debt discount		-			(89,991	)
Preferred dividends - accrued		46,416			44,316
Provision for bad debts		1,506			35,103
Changes in operating assets and liabilities:
Accounts receivable		8,964			1,159,875
Other current assets		(262,306	)		28,436
(Increase) decrease in leased assets		158,112			1,847,383
Accounts payable and accrued liabilities		2,448,401			(377,006	)
(Increase) decrease in lease liabilities		(146,970	)		(1,619,770	)
Net cash provided by (used in) operating activities	$	(633,591	)	$	(2,173,484	)
Cash flows from investing activities:
Proceeds from sale of fixed assets		-			33,000
Purchase of property and equipment		-			(3,794	)
Net cash (used in) provided by investing activities	$	-		$	29,206
Cash flows from financing activities:
Payments on notes payable		-			(173,764	)
Proceeds from issuance of convertible notes		622,500			2,272,481
Proceeds from sale of preferred stock		-			45,000
Net cash provided by (used in) financing activities	$	622,500		$	2,143,717
Net change in cash		(11,091	)		(561	)
Cash, beginning of period		12,607			7,219
Cash, end of period	$	1,516		$	6,658
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of cash flow information:
Note Payable addition from OID	$	155,625		$	258,462
Warrants issued for debt discount		-			1,672
Common shares issued for convertible notes - inducement	$	8,406		$	900

The

accompanying notes are an integral part of these consolidated financial statements.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

NOTE

1 — BASIS OF PRESENTATION

First Choice Healthcare Solutions, Inc. (“FCHS,” “the Company,” “we,” “our” or “us”) is actively engaged in implementing a defined growth strategy aimed at building a network of localized, integrated healthcare services platforms, comprised of nurse practitioner driven primary care clinics providing services including family primary care, anti-aging, dermatology, weight loss, hormone replacement therapy, functional and genetic testing, nutritional counseling, as well as behavioral health.

The unaudited condensed consolidated financial statements of First Choice Healthcare Solutions, Inc., a Delaware corporation, since February 13, 2012, include the accounts of the Company and its direct and indirect wholly owned subsidiaries: FCID Medical, Inc. (“FCID Medical”) is the subsidiary under which we own and operate First Choice Medical Group of Brevard, LLC, (“FCMG”), our original medical services practice.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023, and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on May 13, 2024.

NOTE

2 - SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the financial statements in conformity with U. S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates include the recoverability and useful lives of long-lived assets, provision against bad debt, the fair value of the Company’s stock, and stock-based compensation. Actual results may differ from these estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, “Revenue from Contracts with Customers”, when: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Patient Service Revenue

Our revenues relate to (i) net patient fees received from various third-party payers and patients themselves under contracts in which our performance obligations are to provide services to the patients and (ii) and patient fees, co-pays, and deductibles paid by patients themselves.

Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers.

The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Gross revenues are recorded at our standard rates upon completion of the performance obligations to the patients, and an estimate of the discounts applicable to third-party payers is recorded as contra revenue in the same period, based on the contractual arrangements with those third-party payers. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.

The payment terms with third party payers typically involve processing time allowances resulting in payment within 30 to 60 days from the date of service. The payment terms with patients provides for services fees, co-pays, and deductibles to be due at the time of service.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(unaudited)

Concentrations of credit risk

The Company’s financial instruments are exposed to a concentration of customer risk and accounts receivable risk. Occasionally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

Accounts receivables

Accounts receivables are carried at their estimated collectible amounts net of doubtful accounts. The Company analyzes its history and identifies trends for each major payer sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payer sources of revenue in evaluating the sufficiency of the contractual allowances.

Patient receivables are accounts receivables from services provided to patients who have third-party coverage. The Company analyzes contractually due amounts and provides a provision for bad debts, if necessary. The Company records a provision for bad debts in the period of service on the basis of past experience or when indications are the patients are unable or unwilling to pay the portion of their bill for which they are responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted, is charged off against the allowance for doubtful accounts.

Net loss per share

Basic net loss per common share is based upon the weighted-average number of common shares outstanding. Diluted net income per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows:

SCHEDULE

OF BASIC NET LOSS PER COMMON SHARE

	2024			2023
	Six months ended June 30,
	2024			2023
Numerator:
Net loss attributable to First Choice Healthcare Solutions, Inc. common shareholders	$	(3,114,119	)	$	(4,720,324	)
Denominator:
Weighted-average common shares, basic		32,958,288			32,958,288
Weighted-average common shares, diluted		32,958,288			32,958,288
Basic:	$	(0.09	)	$	(0.14	)
Diluted:	$	(0.09	)	$	(0.14	)

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

The computation excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. In addition, there were no vested restricted stock for periods presented. Potentially dilutive securities excluded from the basic and diluted net income per share are as follows:

SCHEDULE

OF ANTI-DILUTIVE WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


Convertible debt	2,811,426,942	2,810,648,817
Warrants to purchase common stock	12,894,477	11,774,164
Incentive shares payable issued with convertible notes	4,464,625	1,568,250
Restricted stock awards	1,357,308	1,357,308
Options to purchase common stock	—	—
Total	2,830,143,352	2,825,348,539

Stock-based compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. Upon exercise of a common stock equivalent, the Company issues new shares of common stock out of its authorized shares.

Long-lived assets

The Company follows a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 15 years.

The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

Leases

In February 2016, the FASB issued ASC 842, Leases, (“ASC 842”) to increase transparency and comparability among organizations by requiring the recognition of right-of-use (ROU) assets and lease liabilities on the balance sheet for leases previously classified as operating leases*.* The Company adopted ASC 842 effective January 1, 2022.

In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of our incremental borrowing rate was changed, our operating lease assets and liabilities could differ materially.

Finance leases lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets.

Income taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

The Company follows a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of June 30, 2024 and 2023. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

Treasury Stock

The Company uses the cost method when it purchases its own common stock as treasury shares and displays treasury stock as a reduction of shareholders’ equity.

Fair Value of Financial Instruments

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

●	Level<br> 1 – Quoted prices in active markets for identical assets or liabilities.
●	Level<br> 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets<br> with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs<br> are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the<br> assets or liabilities.
●	Level<br> 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts receivable, accounts payable, short-term borrowings (including lines of credit and notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

As of June 30, 2024, and 2023, the Company did not have any items that would be classified as level 1, 2 or 3 disclosures.

Reclassifications

Certain reclassifications have been made to prior year data to conform to the current year’s presentation. These reclassifications had no impact on reported income or losses.

Recent accounting pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

NOTE

3— NOTES PAYABLE AND CAPITAL LEASES

Non-Convertible Notes Payable

During

the years ended December 31, 2022, and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for a total face value of $2,076,158. The notes were due within 60 days from the dates of issuance, were interest free, had original issuance discounts totaling $408,000 and were unsecured. During the years ended December 31, 2023, 2022, and 2021, the Company repaid or refinanced principal of $156,000, $310,000, and $817,521, respectively. The balance of the non-convertible notes payable as of June 30, 2024 and June 30, 2023 was $792,637 and $792,637, respectively.

PPP Loans

In

2020, the Company and its two subsidiaries received Paycheck Protection Plan (“PPP”) loans under the Cares Act totaling $1,386,580. The PPP loans were expected to be forgiven by the U.S. Small Business Association (“SBA”) and as such, were not made eligible for any distributions under the amended joint Plan of Reorganization which was approved on February 23, 2021 (the “Plan”). The Plan further required the Company to file proper forgiveness applications with the SBA no later than February 19, 2021. The Company successfully filed for and received forgiveness confirmation for one of the PPP loans for $103,618 plus interest. The remaining two PPP loans forgiveness applications were never properly completed and filed by former management. As of January 17, 2023, the SBA’s website shows those two remaining PPP loans reflected as “Charged Off”. As a result of this recent discovery, the Company has reinitiated forgiveness applications with the SBA and expects those loans to be forgiven in full during 2024. As of June 30, 2024 and December 31, 2023, the Company had a total of PPP loans payable of $1,283,624 and $1,283,624 including accrued interest, respectively.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

Non-convertible notes payable including accrued interest as of June 30, 2024 and December 31, 2023 are comprised of the following:

SCHEDULE

OF NON CONVERTIBLE NOTES PAYABLE

	June 30, 2024			December 31, 2023
Notes Payable	$	3,073,751		$	2,861,425
Note Payable - Equipment		-			-
PPP Loans Payable		1,338,062			1,331,318
Less current portion		(3,073,751	)		(2,861,425	)
Long term portion	$	1,338,062		$	1,331,318

Fees and discounts are deferred and amortized over the life of the related note payable. For non-convertible notes payable, during the three and six months ended June 30, 2024 and 2023, the Company recognized a total of $0 and $0 and $0 and $0, respectively, from the amortization of original issuance debt discounts. The outstanding balance of debt discount at June 30, 2024 and December 31, 2023 was $0 and $0, respectively.

Convertible Notes Payable

10%OID Senior Secured Convertible Notes

The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement.

At

June 30, 2024 and December 31, 2023, the balance of 10% notes was $5,808,000 and $5,808,000, and accrued interest was $2,174,253 and $1,652,965, respectively. During the three and six months ended June 30, 2024 and June 30, 2023, the Company recognized $260,644 and $521,288 and $185,334 and $360,382 in interest, respectively.

35%OID Super Priority Senior Secured Convertible Notes

During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement.

At

June 30, 2024 and December 31, 2023, the balance of 35% notes was $5,600,462 and $5,600,462, respectively. The original issuance discount, deferred financing costs and the relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three and six months ended June 30, 2024 and 2023, the Company recognized $0 and $0 and $108,379 and $94,241 in interest expense from the amortization of original issuance discounts, $0 and $0 and $3,548 and $1,976 in interest expense from the amortization of debt discounts from warrants and $0 and $0 and $1,819 and $913 in amortization of incentive shares, respectively.

20%OID Senior Secured Convertible Notes Payable

During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

The holder shall have the right to convert the 20% Notes and outstanding interest on a qualified financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement.

During

the six months ended June 30, 2024, the Company issued 20% Notes with a face value of $778,125 and original issuance discounts of $155,625 for cash of $622,500. The holders received warrants to purchase 1,120,313 shares of the Company’s common stock and 2,240,625 incentive shares of the Company’s common stock. At June 30, 2024 and December 31, 2023, the balance of 20% notes was $1,246,375 and $468,250, original issuance discounts were $85,000 and $77,999, and accrued interest totaled $41,606 and $1,727 respectively.

The

original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three and six months ended June 30, 2024 and 2023, the Company recognized $57,812 and $162,626 and $0 and $0 in interest expense from the amortization of original issuance discounts of the 20% Notes and $559 and $7,846 and $0 and $0 in amortization of incentive shares, respectively.

Convertible notes payable are comprised of the following:

SCHEDULE

OF CONVERTIBLE NOTES PAYABLE

			December31, 2023
10% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at 0.75 per share	5,808,000		$	5,808,000
10% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at 0.75 per share	5,808,000		$	5,808,000
35% OID Super Priority Senior Convertible Notes Payable, due in 2 years from date of issuance, interest at 35%, secured by assets, convertible upon qualifying financing	5,600,462			5,600,462
20% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at max 1.00 per share	1,246,375			468,250
Total	12,654,837			11,876,712
Less: unamortized discounts	(77,999	)		(85,000	)
Total	12,576,838		$	11,791,712
Less current portion	(12,576,838	)		(11,791,712	)
Long-term portion	-		$	-

All values are in US Dollars.

NOTE

4— LEASES

Operating Leases

As

a result of the adoption of ASC 842 on January 1, 2021, the Company recognized a lease liability which represents the present value of the remaining operating lease payments discounted using our incremental borrowing rate of 5.0%, and a right-of-use asset.

Operating leases consist of an office and a clinic location and have remaining terms of approximately 7 and 1 years, respectively, and both include options to extend the leases for additional periods. Generally, the lease term is the minimum of the noncancelable period of the lease or the lease term inclusive of reasonably certain renewal periods. If the estimate of our reasonably certain lease term was changed, our depreciation and rent expense could differ materially.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

Maturities of the above lease liabilities are as follows as of June 30, 2024:

SCHEDULE

OF MATURITIES OF LEASE LIABILITIES

2024	$	172,867
2025		596,223
2026		368,340
2027		377,442
Thereafter		1,379,415
Total Lease Payments		2,894,287
Less Interest		(299,495	)
Total Lease Liabilities	$	2,594,792
Less: Current Portion		(297,501	)
Long-Term Liabilities	$	2,297,291

Sale/Leaseback

On March 31, 2016, the Company entered into a lease of Marina Towers under a sale/leaseback transaction, via a 10-year absolute triple-net master lease agreement, to expire in 2026. The Company has two successive options to renew the lease for five-year periods on the same terms and conditions and did not have any residual interest or the option to repurchase the facility at the end of the lease term.

During October 2021, the Company, through the eighteenth judicial circuit court in Brevard County, Florda, received an order approving joint stipulation for alternative resolution to the Company’s real estate lease in Melbourne, Florida. The order terminated the Company’s use of floors three and four of the building immediately, while terminating its right to possession and use of floors one, two and five at December 31, 2021. The order also terminated the existing lease payment schedule, replacing it with the following:

●	Payment<br> of $50,000 on October 12, 2021
●	The<br> following rent installment payments:

SCHEDULE

OF RENT INSTALLMENT PAYMENTS

I.	$200,000 by October 19, 2021
II.	$250,000 by November 15, 2021
III.	$306,166 by December 15, 2021
IV.	$275,000 by January 7, 2022
V.	$31,166 by January 15, 2022
VI.	$300,000 by February 8, 2022
VII.	$31,166 by February 15, 2022

Upon

receipt of the order, the Company recorded a liability and lease settlement expense for the amount of the order, or $1,443,498. As of June 30, 2024, the Company has paid approximately $200,000 of this obligation and has an open accounts payable liability remaining of approximately $1,200,000. The Company is working to reach a settlement with the landlord.

NOTE

5 — CAPITAL STOCK

Series A Preferred Convertible Stock

The

Company is authorized to issue 40,000 shares, $0.01 par value Series A preferred stock.

Each

share of the Series A preferred stock is convertible into 10,000 shares of common stock in the Company. The Series A 10% Convertible Preferred Stock shall have a 10% dividend rate and have preference in liquidation so that holders of Series A 10% Convertible Preferred Stock are paid in full prior to any payments to holders of common stock of the Corporation. The Series A 10% Convertible Preferred Stock shall be automatically converted into shares of common stock of the Corporation on the effective date of the Corporation’s S-1 filing with the Securities Exchange Commission.

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

During the six months ended June 30, 2024 and June 30, 2023, the Company did not issue any shares of Series A preferred stock.

As

of June 30, 2024 and 2023, the total Series A preferred shares outstanding were 147 and 147 shares, respectively.

Common stock

During the six months ended June 30, 2024 and June 30, 2023, the Company did not issue any shares of its common stock.

In

connection with the issuance of the 20% OID Convertible Notes in 2023, the Company was to issue 468,250 incentive shares of unrestricted common stock. In connection with the issuance of the 20% OID Convertible Notes in 2024, the Company was to issue 2,240,625 incentive shares of common stock. As of June 30, 2024, none of the incentive shares were issued and were recorded as a Common Share Payable current liability.

NOTE

6 — STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS

Options

The Company does not have an Incentive Stock Plan in place.

Restricted Stock Units (“RSU”)

Transactions involving restricted stock units issued are summarized as follows:

SCHEDULE

OF RESTRICTED STOCK UNITS ISSUES

Restricted share units as of December 31, 2023	1,357,308
Granted	—
Forfeited	—
Unvested restricted shares as of June 30, 2024	1,357,308

During the six months ended June 30, 2024, the Company granted 0 performance-based, restricted stock units.

As of June 30, 2024, stock-based compensation related to restricted stock awards of $0 remains unamortized.

Warrants

The

Company issued warrants in 2024 and 2023 to employees, consultants, and in connection with debt issuances. Warrants to purchase shares of the Company’s common stock warrants have a five-year term, are fully vested upon issuance, exercisable upon the completion of a qualified financing typically at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in that qualified financing. The Company issued 1,120,313 and 294,231 warrants for the six months ended June 30, 2024 and June 30, 2023 respectively in connection with debt issuances. In the six months ended June 30, 2024 and June 30, 2023, the issued warrants had an estimated fair value of $0 and $1,672, on the date of issuance, respectively.

Transactions involving stock warrants issued are summarized as follows:

SCHEDULE

OF STOCK WARRANT ISSUED

	Number of
	Shares
Outstanding at December 31, 2023:		11,774,164
Issued		1,120,313
Exercised		—
Forfeited		—
Expired		—
Outstanding at June 30, 2024:		12,984,477

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FIRST

CHOICE HEALTHCARE SOLUTIONS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE

30, 2024

(Unaudited)

NOTE

7 – GOING CONCERN

The

accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has a working capital deficit of $30,699,329 as of June 30, 2024 and has generated recurring net losses since its emergence from bankruptcy in April 2022.

During

the three and six months ended June 30, 2024, the Company experienced net operating losses of approximately $1,862,361 and $3,067,704, respectively, and corresponding cash outflows from operations of $554,645 and $633,591, respectively. As of June 30, 2024, the Company had an accumulated deficit of $67,000,708. This performance reflected challenges in operating and restructuring the company as a result of the previous issues that confronted the Company in the healthcare market, such as growing referral bases and negotiating favorable contract rates with third party payors for services rendered, as well as the negative impact of the former CEO indictment in November 2018 and the bankruptcy from June 2020. As a result of the former CEO’s actions the Company has been subject to litigation as well as incurring damage to its relationships with its employees and referral sources. The Company’s ability to continue as a going concern is dependent upon the success of its continuing efforts to acquire profitable companies, grow its revenue base, reduce operating costs, especially as related to provider services, and access additional sources of capital, and/or sell assets. The Company believes that it will be successful in repairing its relationships with employees and referral sources, generating growth and improved profitability resulting in improved cash flows from operations.

However, in order to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company may need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may have to curtail its business development initiatives and take additional measures to reduce costs in order to conserve its cash, thus raising substantial doubt about its ability to continue as a going concern more than one year from the date of issuance of the June 30, 2024 financial statements included in this filing.

NOTE

8 – SUBSEQUENT EVENTS

Proposed Series C Preferred Convertible Stock. In July 2024, contingent to a qualified financing occurring no later than six months from the exchange agreement date, the Company proposed the exchange of (i) all outstanding 10% Senior Secured Convertible Notes including accrued interest, (ii) all outstanding 35% Senior Secured Convertible Notes including accrued interest, (iii) all outstanding Promissory Notes including accrued interest, (iv) all outstanding Series A Preferred Convertible Stock including accrued dividends payable, and (v) certain open trade payables, for shares of a newly proposed Series C preferred stock with an exchange value of $1,000 per share. The proposed exchange value of (i), (ii), (iii), and (iv) above included a 35% premium to the book value of those instruments. The proposed exchange also included the exchange of all warrants to purchase common stock and incentive shares payable, each previously issued in conjunction with (i), (ii), (iii), and (iv) above for new warrants at a quantity calculated at 50% of the original face value of each of the notes and a holder’s initial investment in the Series A Preferred Convertible Stock. The proposed exchange agreements all stated that the proposed exchange would be null and void if the Company did not close a qualified financing within six months from the exchange agreement date.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”). Forward-looking statements reflect the current view about future events. When used in this quarterly report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in this quarterly report on Form 10-Q relating to our business strategy, our future operating results, and our liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the execution of our strategy; evolving healthcare laws and regulations; changes in the rates or methods of third-party reimbursements for medical services; accelerated pace of consolidation in the hospital industry; changes in our medical technology as it relates to our services and procedures; any failures in our information technology systems to protect the privacy and security of protected information and other similar cyber security risks; our ability to raise capital to fund continuing operations; and other factors relating to our industry, our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Resultsof Operations

Overview

For the six months ended June 30, 2024, and June 30, 2023, we reported a net loss of $3,067,704 and $4,676,009, respectively, a decrease of $1,608,305 or 34%. The decrease in the net loss was attributable to a reduction in operating expenses and non-operating expenses for the six months ending June 30, 2024 as compared to June 30, 2023, The decrease in operating expenses resulted from a decrease in selling, general and administrative expenses. The decrease in non-operating expenses was the result of increases in interest expenses, including the amortization of original issue discount and deferred financing costs.

The following table sets forth, for the periods indicated, our results of operations expressed as dollars and percentages of total revenues:

FIRST CHOICE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in dollars)

	6 Months Ended June 30, 2024					6 Months Ended June 30, 2023
Revenue
Revenue, net of discounts	$	10,154		100	%	$	(26,006	)	100	%
Cost of sales		—		0	%		—		0	%
Gross (deficit) profit		10,154					(26,006	)
Operating expenses
Compensation expense		219,155		2158	%		357,269		-1374	%
Selling, general and administrative expenses		749,456		7381	%		1,476,696		-5678	%
Depreciation expense		17,364		171	%		24,818		-95	%
Total operating expenses		985,975		9710	%		1,858,783		-7148	%
Operating loss		(975,821	)	-9610	%		(1,884,789	)	7248	%
Other income (expenses)
Loss on sale of assets		4,150		41	%		18,691		-72	%
Miscellaneous income (expense)		—		0	%		0		0	%
Interest expense, net		(2,096,033	)	-20642	%		(2,809,910	)	10805	%
Total other income (expenses), net		(2,091,883	)	-20602	%		(2,791,219	)	10733	%
Loss from operations before income taxes		(3,067,704	)	-30212	%		(4,676,009	)	17980	%
Income taxes expense (benefit)		—		0	%		—		0	%
Net loss		(3,067,704	)	-30212	%		(4,676,009	)	17980	%
Preferred stock dividends		(46,415	)				(53,912	)
Net loss attributable to common shareholders	$	(3,114,119	)			$	(4,729,921	)
Basic and diluted income (loss) per common share
Net loss per common share	$	(0.09	)			$	(0.14	)
Weighted average number of common shares outstanding, basic and diluted		32,958,288					32,958,288

SixMonths Ended June 30, 2024, as Compared to Six Months Ended June 30, 2023

The following is a discussion of the results of operations for the six ended June 30, 2024, compared to the six months ended June 30, 2023.

Revenues

Total revenue was $10,154 for the six months ended June 30, 2024, increasing 239% from ($26,006) in the prior year. Net patient service revenue accounted for all of total revenue. The 239% increase in patient service revenue was the result of the reduction of service offerings with the exception of physical therapy and fewer patient visits.

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Operating Expenses

Operating expenses include the following:

	Six Months<br> Ended <br> June 30, 2024		Six Months<br> Ended <br> June 30, 2023
Salaries and benefits	$	219,155	$	357,269
Other operating expenses		—		—
General and administrative		749,456		1,476,696
Depreciation and amortization		17,364		24,818
Total operating expenses	$	985,975	$	24,818

The major components of operating expenses include salaries and benefits, practice supplies and other operating costs, depreciation and general and administrative expenses, which included legal, accounting and professional fees associated with being a public entity.

Salaries and benefits decreased by 39% to $219,155 for the six months ended June 30, 2024, compared to for the six months ended June 30, 2023. The decrease was primarily due to the company’s strategic pivot initiative which includes a reduction in highly compensated physicians and contract staff for the interim period.

General and administrative expenses decreased by $727,240 or 49% to $749,456 for the six months ended June 30, 2024 as compared to $1,476,696 for the six months ended June 30, 2023. The decrease in spending is primarily related to lower legal and professional costs.

Depreciation and amortization decreased by $7,454 or 30% to $ for the six months ended June 30, 2024, compared to $24,818 for the six months ended June 30, 2023. The decrease is primarily due to the retirement or sale of physical therapy equipment.

NetLoss from Operations

Net loss from operations for the six months ended June 30, 2024 totaled $975,821, which compared to a loss from operations of $1,884,789 for the prior year, a decrease of $908,968 or 48%. The reduction is a result of the operating expenses discussed above, partially offset by an increase in net revenue.

InterestIncome (expense)

Interest expense decreased by $713,877 or 25% to $2,096,033 for the six months ended June 30, 2024, which compared to interest expense of $2,809,910 for the six months ended June 30, 2023. The decrease is primarily due to lower original issue discounts amortized to interest expense.

NetLoss attributable to FCHS Shareholders

As a result of all the above, we reported net loss attributable to common shareholders of $3,067,704 for the six months ended June 30, 2024 as compared to net loss attributable to common shareholders of $4,676,009 reported for the same period in the prior year, a reduction of 1,608,305 or 34%.

Liquidityand Capital Resources

As of June 30, 2024, we had cash of $1,516 and accounts receivables, net totaling $81,974. This compared to cash of $6,658 and accounts receivable, net of $121,023 as of June 30, 2023.

The Company believes that the current cash balance as of June 30, 2024, along with continued execution of its business development plan, will provide the opportunity for the Company to further improve its working capital.

However, in order to execute the Company’s business development plan, which there can be no assurance we will achieve, the Company will need to raise additional funds through public or private equity offerings, debt financings, corporate collaborations or other means and potentially reduce operating expenditures. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives and take additional measures to reduce costs to conserve its cash. See Note 7 Going Concern.

Net cash used in our operating activities for the six months ended June 30, 2024 totaled $555,260, which compared to net cash used in our operations for the six months ended June 30, 2023 of $2,048,494. The decrease of $1,493,234 in cash used for the six months ended June 30, 2024 was due primarily to an increase in accounts payable, partially offset by a decrease in accounts receivable.

Net cash flows used in investing activities was $0 for the six months ended June 30, 2024, compared to net cash provided of by investing activities $29,206 for the six months ended June 30, 2023. The decrease in the net cash provided from investing activities in the six months ended June 30, 2024 was primarily the result of less proceeds from the sale of assets.

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Net cash provided in financing activities was $544,172 for six months ended June 30, 2024, compared to net cash provided in financing activities of $2,143,717 for the six months ended June 30, 2023. The cash flows provided in our financing activities were the result of:

	Six Months Ended		Six Months Ended
	June 30, 2024		June 30, 2023
Proceeds from sale of common stock	$	—	$	—
Proceeds from sale of preferred stock		—		45,000
Proceeds from note payable		547,500		1,984,165
Proceeds from line of credit		—		—
Purchase of treasury stock		—		—
Payments on notes payable		—		(173,764	)
Net cash provided by financing activities	$	547,500	$	2,143,717

Inflation

Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

Off-BalanceSheet Arrangements

At June 30, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

NewAccounting Pronouncements

We do not expect recent accounting pronouncements will have a material impact on our condensed consolidated financial position, results of operations or cash flows. See Footnote 2 in the accompanying condensed consolidated financial statements for additional information.

Item3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item.

Item4. Controls and Procedures

Evaluationof Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changesin Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

Item1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Our contracts with hospitals generally require us to indemnify them and their affiliates for losses resulting from the negligence of our care providers. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition, and results of operations.

Estimates of reasonably possible additional losses, both for each individual matter and in the aggregate, are not material to our consolidated financial position, results of operations or cash flows.

We are currently not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business.

Item1A. Risk Factors

Not required for smaller reporting companies.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item3. Defaults upon Senior Securities

None

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

None.

Item6. Exhibits

3.1	Certificate of Incorporation of First Choice Healthcare Solutions, Inc. (incorporated by reference to Annex B to the Company’s Information Statement on Schedule 14C, filed with the SEC on March 14, 2012)
3.2	Certificate of Designation for Series C Preferred Stock of the Company**
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.*
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.*
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350.**
EX-101.INS	INLINE<br> XBRL INSTANCE DOCUMENT
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EX-101.SCH	INLINE<br> XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	INLINE<br> XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	INLINE<br> XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	INLINE<br> XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	INLINE<br> XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

	FIRST CHOICE HEALTHCARE SOLUTIONS, INC.
Dated:<br> August 14, 2024	By:	/s/ Lance Friedman
		Lance<br> Friedman
		Chief<br> Executive Officer (Principal Executive Officer)
Dated:<br>August 14, 2024	By:	/s/ Ernest J. Scheideman Jr.
		Ernest<br> J. Scheideman Jr.
		Interim<br> Chief Financial Officer<br><br> <br>(Principal<br> Financial Officer)

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Exhibit3.2

CertificateOf Designation

FirstChoice Healthcare Solutions, Inc.

SERIESC PREFERRED STOCK

On behalf of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Company (the “Board”):

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), there is hereby created, out of the 1 million (1,000,000) shares of preferred stock, par value $0.0001 per share, of the Company authorized by the Certificate of Incorporation (“Preferred Stock”), a series of Series C Preferred Stock, consisting of fifty thousand (50,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

1. Designation. This series of Preferred Stock shall be designated and known as “Series C Preferred Stock.” The number of shares constituting the Series C Preferred Stock shall be fifty thousand (50,000) shares, with a stated value of $1,000.00 per share (the “Stated Value”).

2. Dividends in Cash or in Kind. Each share of Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends at a rate of fifteen percent (15%) of the Stated Value thereof per annum, payable quarterly, beginning on the date each such share was issued and ending on the date that such share of Preferred Share has been converted to Common Stock. At the sole option of the Company, dividend payments may be made in cash or by issuance of additional shares of Series C Preferred Stock valued at the Stated Value thereof. For each share of Preferred Stock, quarterly dividends thereon shall be due and payable on the 120^th^ day after its initial issuance, and on or before each 120^th^ day thereafter.

3. Liquidation Preference.

a. In the event of any dissolution, liquidation or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the Holders of Series C Preferred Stock shall be shall be entitled to receive out of the assets, whether capital or surplus, of the Company, an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of the Common Stock and the holders of any other class of Preferred Stock. If the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series C Preferred Stock shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

b. A sale of all or substantially all of the Company’s assets or an acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company (a “Change in Control Event”), shall be deemed to be a Liquidation for purposes of this Certificate of Designations.

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4. Conversion of Series C Preferred Stock. All shares of Series C Preferred Stock shall be convertible to Common Stock as follows:

a. Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time, at the option of the Holder thereof, into that number of shares of Common Stock of the Company (the “Common Stock”), subject to the limitations set forth in Section 4(f), determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile or email such Notice of Conversion to the Company (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Company is delivered. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Company unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Series C Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

b. Conversion Price. The conversion price (the “Conversion Price”) for the Series C Preferred Stock shall be the amount equal to the lowest of the VWAP for the Common Stock for the three (3) trading days, five (5) trading days and thirty (30) trading days immediately preceding the date of such conversion, with the exception of any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange. For any conversion made during the first three (3) trading days on which the Company’s common stock is listed on a national securities exchange, the Conversion Price shall be equal to the per-share price for the Company’s initial underwritten registered public offering on the national securities exchange. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period. “VWAP” means the dollar volume-weighted average price for the Common Stock on the principal securities exchange or securities market on which the Common Stock is then traded. Notwithstanding the foregoing, in no case shall the Conversion Price be less than $1.00 per share as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date thereof (the “Floor Price”).

c. Mechanics of Optional Conversion. To effect the optional conversion of shares of Series C Preferred Stock in accordance with Section 4(b) of this Certificate of Designations, any Holder of record shall send a written notice of conversion to the Company at its principal executive offices setting forth therein the number of shares being converted, the number of shares of Common Stock issuable upon such conversion and the delivery instructions (for purposes of this Certificate of Designations, the “Optional Conversion Date”). Within one business days after the Optional Conversion Date, the Company shall issue and deliver to such Holder, or its nominee, in book entry or at such Holder’s address as it appears on the records of the stock transfer agent for the Series C Preferred Stock, if any, or, if none, of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. No stock certificate shall be required to be surrendered unless the Holder have converted all shares of Series C Preferred Stock. Shares of Common Stock issuable upon conversion of shares of Series C Preferred Stock shall, if free of restrictive legends, be delivered electronically through the Depository Trust Company in cooperation with the holder.

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d. No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series C Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(d) based on the number of shares of Series C Preferred Stock held by such Holder, the Company shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series C Preferred Stock by the Company upon conversion of Series C Preferred Stock by such Holder.

e. Reservation of Stock. The Company shall at all times when any shares of Series C Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series C Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series C Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

f. Limitation on Beneficial Ownership. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series C Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(f) with regard to any or all shares of Common Stock issuable upon conversion of the Series C Preferred Stock, this Section 4(f) will be of no force or effect with regard to all or a portion of the Series C Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series C Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series C Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes hereof, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of a holder of Series C Preferred Stock, the Company shall within three (3) business days confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Series C Preferred Stock, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days of such calculation and which are not subject to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

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g. Mandatory Conversion. If, for a period of five (5) consecutive trading days, the closing bid price for the Company’s Common Stock is not less than 150% of the per-share price for the Company’s initial underwritten registered public offering on a national securities exchange (the “Mandatory Conversion Price”) and the trading volume for each trading day during such period exceeds $1,000,000, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of thereof, the Company may, at its option and upon a written notice (each such notice, a “Mandatory Notice”) given to all holders of Series C Preferred Stock not less than two (2) business days following the completion of such five-trading-day period, effect the mandatory conversion of the Series C Preferred Stock, at the Mandatory Purchase Price. Upon issuance of a Mandatory Notice, each holder of Series C Preferred Stock shall surrender their Series C Preferred Stock for conversion. After the Company has given a Mandatory Notice, any and all subsequent Mandatory Notices may be given not less than ten (10) trading days after the previous Mandatory Notice. Any mandatory conversion pursuant to this section shall be limited to the extent necessary to comply with the limitations on beneficial ownership then in effect pursuant to Section 4(f).

h. Expenses of Conversion. All incidental expenses related to the conversion of Series C Preferred Stock to Common Stock, including transfer agent fees and the cost of any required legal opinions, shall be borne by the Company.

i. Repurchase of Preferred Stock. In the event that (a) the Company is conducting any financing whether equity, debt or a combination thereof and (b) on the closing thereof, the Common Stock is trading below the Floor Price, the Company shall use of the proceeds from the financing to purchase any remaining shares of the Series C Preferred Stock at the then Stated Value.

5. Voting. The holders of Series C Preferred Stock shall have the right to vote as-if-converted to Common Stock all matters submitted to a vote of holders of the Company’s Common Stock, including the election of directors, and all other matters as required by law, subject to the limits on beneficial ownership contained in Section 4(f), above. There is no right to cumulative voting in the election of directors. The holders of Series C Preferred Stock shall vote together with all other classes and series of Common Stock of the Company as a single class on all actions to be taken by the Common Stock holders of the Company except to the extent that voting as a separate class or series is required by law. As long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series C Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or alter or amend this Certificate of Designations, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation senior to the Series C Preferred Stock or, (3) authorize or create any class of stock ranking as to dividends senior to the Series C Preferred Stock.

6. Lock-up; Leak-Out; Share Freeze The sale of shares of Common Stock received upon conversion of Series C Preferred Stock by all holders or former holders of Series C Preferred Stock shall be (a) at the request of the underwriter, prohibited for a sixty (60) day period commencing on the closing of the Company’s initial public offering and (b) thereafter, limited, for any trading day, to an aggregate of fifteen percent 15% of the daily trading volume for the Common Stock on such trading day (the “Daily Limit”). Each holder and former holder of Series C Preferred Stock shall, in accordance with this provision, be entitled to sell up to their pro rata share of the Daily Limit on any trading day. The available pro rata share of the Daily Limit for each such holder and former holder shall be calculated by dividing the number of shares of Series C Preferred Stock originally issued to such holder by the total number of shares of Series C Preferred Stock originally issued to all holders. Additionally, for the three (3) trading days following the trading day that the Common Stock initially is equal to or less than the Floor Price no holder may sell in the public market any shares of Common Stock received upon conversion of the Series C Preferred Stock.

7. Amendment. Any amendment to this Certificate of Designations shall not be adopted by the Company without the affirmative written consent of the holders of not less than a majority of the shares of Series C Preferred Stock then issued and outstanding.

8. Equal Treatment of Holders. No consideration (including any modification of this Certificate of Designation or related transaction document) shall be offered or paid to any person or entity to amend or consent to a waiver or modification of any provision of this Certificate of Designations or related transaction document unless the same consideration is also offered to all of the holders of the outstanding shares of Series C Preferred Stock. For clarification purposes, this provision constitutes a separate right granted to each holder by the Company and negotiated separately by each holder, and is intended for the Company to treat all holders of the Series C Preferred Stock as a class and shall not in any way be construed as such holders acting in concert or as a group with respect to the purchase, disposition or voting of the Series C Preferred Stock or otherwise.

9. Severability of Provisions. If any right, preference or limitation of the Series C Preferred Stock set forth in this resolution (as such resolution may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this resolution (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

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IN WITNESS WHEREOF the undersigned has signed this Certificate of Designation this day of JULY 8, 2024.

First Choice Healthcare Solutions, Inc.
By:
Name:	Lance Freidman
Title:	CEO

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ANNEXA

NOTICE OF CONVERSION

The undersigned hereby elects to convert the number of shares of Series C Convertible Preferred Stock indicated below into shares of common stock, par value $0.0001 per share (the “Common Stock”), of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as may be reasonably required by the Company or its transfer agent. No fee will be charged to the holders for any conversion, except for any such transfer taxes.

Conversioncalculations:

Date to Effect Conversion: ___________________________________________________________________________

Number of shares of Preferred Stock owned prior to Conversion: ______________________________________________

Number of shares of Preferred Stock to be Converted: ______________________________________________________

Stated Value of shares of Preferred Stock to be Converted: ___________________________________________________

Dollar amount of Interest to be Converted: _______________________________________________________________

Number of shares of Common Stock to be Issued: _________________________________________________________

Applicable Conversion Price: _________________________________________________________________________

Number of shares of Preferred Stock subsequent to Conversion: ______________________________________________

Address for Delivery: _______________________________

DWAC / DRS Instructions:

Broker no: ______________

Account no: ________________

Name of Entity Holder______________ (Please<br> Print)
By:
Name:
Title:
Name of Individual Holder______________<br> (Please Print)
______________________ (Signature of Individual<br> Holder)

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Exhibit31.1

CERTIFICATION

I, Lance Friedman, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> August 14, 2024
---
/s/ Lance Friedman
Lance<br> Friedman
Chief<br> Executive Officer and Director<br><br> <br>(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATION

I, Ernest J. Scheideman Jr. certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q of First Choice Healthcare Solutions, Inc., a Delaware corporation (the “registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> August 14, 2024
---
/s/ Ernest J. Scheideman Jr.
Ernest<br> J. Scheideman Jr.
Interim<br> Chief Financial Officer
(Principal<br> Financial Officer)

Exhibit32.1

CertificationPursuant to 18 U.S.C. §1350, as adopted

Pursuantto §906 of the Sarbanes-Oxley Act of 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), each of the undersigned hereby certifies in his capacity as an officer of First Choice Healthcare Solutions, Inc. (the “Company”), that, to the best of his knowledge:

(1) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 to which this Certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lance Friedman
Lance<br> Friedman
Chief<br> Executive Officer and Director
(Principal<br> Executive Officer)
Date:<br> August 14, 2024
/s/ Ernest J. Scheideman Jr.
Ernest<br> J. Scheideman Jr.
Interim<br> Chief Financial Officer
(Principal<br> Financial Officer)
Date:<br> August 14, 2024

Acertification furnished pursuant to this Item will not be deemed “filed” for purposes of section 18 of the Exchange Act (15U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by referenceinto any filing under the Securities Act or the Exchange Act, except to the extent that the small business issuer specifically incorporatesit by reference.