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Form 10-Q Healthtech Solutions, For: Mar 31


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U. S. Securities and Exchange Commission

Washington, D. C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended March 31, 2021
   
[   ] TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _____ to _____

 

Commission File No. 0-51012

  HEALTHTECH SOLUTIONS, INC.  
  (Exact Name of Registrant in its Charter)  
     
Utah 84-2528660
(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.)
   

181 Dante Avenue,
Tuckahoe, NY 10707

  (Address of Principal Executive Offices)  
  Issuer’s Telephone Number: 844-926-3399  
  (Registrant’s telephone number, including area code)  
       

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
None None Not Applicable

 

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

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

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

Large accelerated filer__ Accelerated filer__ Non-accelerated
filer__ Smaller reporting company [X]

Emerging growth company [ ]

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

May 21, 2021

Common Voting Stock: 29,032,344

 

 

 

 

 

 

 

 

 

 

 

 

HEALTHTECH SOLUTIONS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED MARCH 31, 2021

 

TABLE OF CONTENTS

 

Part I. Financial Information  Page
No.
     
Item 1. Financial Statements (unaudited): F-1
     
  Consolidated Balance Sheets (Unaudited) – March 31,
2021 and December 31, 2020
F-1
     
 

Consolidated
Statements of Operations (Unaudited) – for the Three Months Ended March 31, 2021 and 2020

F-2
     
 

Consolidated
Statement of Changes in Stockholders’ (Deficiency) Equity for the

Three Months Ended March 31, 2021 and 2020

F-3
     
 

Statements
of Cash Flows (Unaudited) – for the Three Months Ended

March 31, 2021 and 2020

F-4
     
  Notes to Consolidated Financial Statements
(Unaudited)
F-5
     
 Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
1
     
 Item 3. Quantitative and Qualitative Disclosures about Market Risk 3
     
 Item 4. Controls and Procedures 3
     
Part II. Other Information  
     
 Item 1. Legal Proceedings 4
     
 Item 1A. Risk Factors 4
     
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4
     
 Item 3. Defaults Upon Senior Securities 4
     
 Item 4. Mine Safety Disclosures 4
     
 Item 5. Other Information 4
     
 Item 6. Exhibits 5
     
  Signatures  5

 

 

HEALTHTECH SOLUTIONS INC.
  (Formerly HYB Holding Corporation)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
     

March 31,

2021

     

December
31,

2020

 
ASSETS          
Current Assets:                
Cash   $ 6,294     $ 128,996  
Prepaid
expenses
    —         10,000  
Total Current Assets     6,294       138,996  
                 
Intangible
assets net of accumulated amortization
    16,203       25,926  
                 
Total
Assets
  $ 22,497     $ 164,922  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)    
Current Liabilities:                
Accrued interest   $ 15,088     $ 3,792  
Accounts payable     96,559       80,169  
Loan
From Related Party
    49,119       —    
Total Current Liabilities     160,766       83,961  
                 
Long Term Liabilities:                
Convertible debentures
payable, net of discount of $323,909 and $325,824 respectively
    357,599       305,684  
Derivative
liabilities
    356,047       337,874  
      713,646       643,558  
                 
Total  Liabilities     874,413       727,519  
                 
Stockholders’ Equity (Deficit):                
 Series A preferred
stock, $.001 par value, 2,000,000
               
authorized, 156,837 issued
and outstanding
    157       157  
Common stock, $0.001 par value, 200,000,000
shares
               
authorized, 9,701,269 issued
and outstanding
    9,701       9,701  
Additional paid in capital     870,809       866,251  
Accumulated
deficit
    (1,732,582 )     (1,438,706 )
Total Stockholders’ Equity
(Deficit)
    (851,915 )     (562,597 )
                 
Total
Liabilities and Stockholders’ Equity (Deficit)
  $ 22,497     $ 164,922  
                 
The accompanying notes are an integral part of these consolidated financial statements

 

 

HEALTHTECH SOLUTIONS INC.
(Formerly HYB Holding Corporation)  
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
     

March
31,

2021

     

March 31,

2020

 
                 
Revenue   $ —       $ —    
                 
Operating Expenses:                
General and administrative     119,822       13,142  
General and administrative-related party     30,000       28,393  
Research and development     84,948       5,800  
Research and development – related party     18,000       18,500  
Amortization     9,722       9,722  
Total Operating Expenses     262,493       75,557  
                 
Loss from Operations     (262,493 )     (75,557 )
                 
Other Expenses (Income):                
Interest Expense     38,600       —    
Change in fair value of derivative liabilities     (7,215 )     —    
      31,385       —    
                 
Loss before provision for income tax     (293,877 )     (75,557 )
                 
Provision for income tax     —         —    
                 
Net loss   $ (293,877 )   $ (75,557 )
                 
Loss per common share                
Basic and diluted   $ (0.03 )   $ —    
                 
Weighted Average Common Shares Outstanding                
Basic and diluted     9,701,269       —    
                 
The accompanying notes are an integral part of these consolidated financial statements  

HEALTHTECH
SOLUTIONS INC.
(Formerly
HYB Holding Corporation)
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIENCY) EQUITY
(Unaudited)
      Common
Stock
      Preferred
Stock
                         
      Number
of Shares
      Amount       Number
of Shares
      Amount       Additional
Paid In Capital
      Accumulated
Deficit
      Total  
Balance at December 31, 2019     —       $ —         156,837     $ 157     $ 840,510     $ (706,498 )   $ 134,169  
Capital contributions                                     28,500       —         28,500  
Net loss                                             (75,557 )     (75,557 )
Balance at March 31, 2020     —         —         156,837       157       869,010       (782,055 )     87,112  
                                                         
Balance at December 31, 2020     9,701,269       9,701       156,837       157       866,251       (1,438,706 )     (562,597 )
Capital contributions                                     4,558       —         4,558  
Net loss                                             (293,877 )     (293,877 )
Balance at March
31, 2021
    9,701,269     $ 9,701       156,837     $ 157     $ 870,809     $ (1,732,582 )   $ (851,915 )
                                                         
The accompanying
notes are an integral part of these consolidated financial statements

 

HEALTHTECH SOLUTIONS INC.
  (Formerly HYB Holding Corporation)  
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
   

March 31,

2021

 

March 31,

2020

Cash flows from operating activities:                
Net loss   $ (293,877 )   $ (75,557 )
Adjustments to Reconcile Net Loss to Net Cash                
  used in operating activities                
         Amortization expense     9,722       9,722  
         Amortization of discount on convertible debentures     27,303       —    
         Fair value change in derivative liabilities     (7,215 )     —    
Changes in operating assets and liabilities:                
         Prepaid expenses     10,000       —    
         Accrued interest     11,297       —    
         Accrued liabilities     (80,169 )     (15,123 )
         Accounts payable     96,559       —    
Net cash used in operating activities     (226,380 )     (80,958 )
                 
Cash flows from financing activities:                
Loan From related party     49,119       —    
Proceeds from convertible debentures     50,000       —    
Capital contributions     4,558       28,500  
Net cash provided by financing activities     103,677       28,500  
                 
Net decrease in cash     (122,702 )     (52,458 )
Cash, beginning of period     128,996       105,754  
Cash, end of the period   $ 6,294     $ 53,297  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                
Cash paid for interest   $ —       $ —    
Cash paid for taxes   $ —       $ —    
                 
The accompanying notes are an integral part of these consolidated financial statements

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE
OF BUSINESS

Healthtech Solutions, Inc. (the “Company”)
was incorporated in Utah on October 18, 1985. The Company had no business operations from April 25, 2015, when it spun off its only direct
subsidiary, which at that time owned all of the assets through which the Company was carrying on operations, until November 16, 2020 when
the Company acquired all of the outstanding capital stock of Medi-Scan Inc.

Medi-Scan Inc. was organized as a limited liability
company named “Medi-Scan LLC” formed in the State of Florida on September 25, 2018. On August 25, 2020, Medi-Scan LLC filed
articles of conversion with the State of Florida that converted it from an LLC to a C corporation. In connection with the conversion In
December 2018, Medi-Scan acquired a portfolio of intellectual property relating to medical imaging. Since December 2018, Medi-Scan has
been engaged in developing practical applications for the medical imaging technology as well as related medical technology. Recently Medi-Scan
applied for three patents based on the technology developed in the past two years.

The Company is pursuing a business plan in
which the Company will acquire and/or invest in cutting edge healthcare technology in the medical device biopharma and pharmaceutical
fields. The goal will be to nurture these early stage ventures with financial support and administrative and technological assistance
until their respective medical solutions are ready to enter the market. .

Acquisition of Medi-Scan Inc.

On November 12, 2020, Healthtech Solutions,
Inc. entered into an exchange agreement with Medi-Scan, Inc. (“Medi-Scan”) and all of the shareholders of Medi-Scan, pursuant
to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions,
Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock,
representing 97{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the equity in Healthtech Solutions. The exchange of equity (the “Share Exchange”) was completed on November
16, 2020.

As a result of the Share Exchange, the Medi-Scan
shareholders become the majority shareholders and have control of Healthtech Solutions. The acquisition of Medi-Scan was accounted for
as a reverse merger effected by a Share Exchange. Healthtech Solutions is considered the legal acquirer and Medi-Scan is considered the
accounting acquirer. Accordingly, the historical financial statements presented in this report are those of Medi-Scan.

On November 12, 2020, when the Share Exchange
Agreement was executed, the three members of the Healthtech Solutions Board of Directors were also the three managing members of Medi-Scan,
entities under their control owned a majority of the outstanding capital stock of Medi-Scan, and an entity under the control of one of
them owned a majority of the outstanding capital stock

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF
BUSINESS (Continued)

Acquisition of Medi-Scan Inc. (Continued)

of Healthtech Solutions. Therefore, the Share
Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly,
the assets and liabilities of Medi-Scan are presented at their carrying values at the date of the Share Exchange, and the Company’s
historical stockholders’ equity has been retroactively restated to the first period presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim
financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange
Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally
accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying
unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial
position of the Company as of March 31, 2021, and the results of operations and cash flows for the periods presented. The results of operations
for the three months ended March 31, 2021, are not necessarily indicative of the operating results for the full fiscal year or any future
period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes
thereto included in the Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2021.

The accompanying consolidated financial statements
reflect the accounts of Healthtech Solutions, Inc. and its wholly owned subsidiary, Medi-Scan, Inc. All significant inter-company accounts
and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Management
makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from
those estimates. One significant item subject to such estimates and assumptions is the valuation of the derivative liabilities. These
estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain
and unpredictable. Actual results could differ from these estimates.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts,
the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently
have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Software Development Costs

In accordance with ASC 985-20, the Company
expenses software development costs, including costs to develop software products or the software component of products to be sold, leased,
or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before
the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs
and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications
once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to
perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

Research and Development

Research and development costs are expensed
when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product
or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include
pre-approval regulatory and clinical trial expenses.

Impairment of Intangible Assets

The Company reviews intangible assets for impairment
when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these
assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate.
If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value
of the asset exceeds its fair value. Management has determined that no impairment exists as of March 31, 2021.

Convertible Instruments

The Company evaluates and accounts for conversion
options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Convertible Instruments (Continued)

Applicable GAAP requires companies to bifurcate
conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain
criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument
are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies
both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value
reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered
a derivative instrument.

The Company accounts for convertible instruments
(when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the
Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments
based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the
effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt
to their stated date of redemption.

The Company accounts for the conversion of
convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives
are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded
as a gain or loss on extinguishment of the two separate accounting liabilities.

See Note 8, “Derivative Financial
Instruments” for disclosures regarding the derivative embedded in the Company’s outstanding 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures.

Share-Based Compensation

The Company follows the provisions of FASB
ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured
at grant date, based on the fair value of the award and recognized over its vesting period. No equity instruments were granted during
the three months ending March 31, 2021 and no compensation expense is required to be recognized under provisions of ASC 718 with respect
to employees.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

The Company follows ASC 825-10-50-10 with respect
to disclosures about fair value of its financial instruments and ASC 820-10-35-37 to measure the fair value of its financial instruments.
ASC 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of
America, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and
related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:

· Level 1: Quoted market prices
available in active markets for identical assets or liabilities as of the reporting date.
· Level 2: Pricing inputs other
than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
· Level 3: Pricing inputs that
are generally unobservable inputs and not corroborated by market data.

 

Determining which category an asset or liability
falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

Financial assets and liabilities of the Company
primarily consists of cash, prepaid expenses, accounts payable and accrued liabilities, other payables and convertible debentures. As
of March 31, 2021, the carrying values of these financial instruments (other than convertible debentures) approximated their fair values
due to the short-term nature of these instruments.

See: Note 8, “Derivative Financial
Instruments”, for fair value disclosures regarding the convertible debentures issued by the Company and outstanding as of March 31,
2021.

The derivative liability, which relates to
the conversion feature of convertible debt, is classified as a Level 3 liability, and is the only financial liability measure at fair
value on a recurring basis.

There were no transfers between level 1, level
2 or level 3 measurements during the quarter ending March 31, 2021.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

The Company calculates earnings per share (“EPS”)
as required by ASC 260, Earnings Per Share. Basic EPS is calculated by dividing the net income available to common stockholders by the
weighted average number of common shares outstanding for the period, excluding common stock equivalents. Diluted EPS is computed by dividing
the net income available to common stockholders by the weighted average number of common shares outstanding for the period, plus the weighted
average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For periods
with a net loss, the dilutive common stock equivalents are excluded from the diluted EPS calculation. For purposes of this calculation,
common stock subject to repurchase by the Company, options, and warrants are considered to be common stock equivalents and are only included
in the calculation of diluted earnings per share when their effect is dilutive.

Income Taxes

The Company follows ASC Topic 740, Income Taxes,
which requires the recognition of deferred income taxes for the differences between the basis of assets and liabilities for financial
statements and income tax purposes. Under this method, deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted
tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax
assets are also recognized for operating losses and for tax credit carryforwards. Valuation allowances are established, when necessary,
to reduce deferred tax assets to the amount expected to be realized.

ASC 740-10-30 requires income tax positions
to meet a more-likely-than-not recognition threshold to be recognized in the financial statements. Under ASC 740-10-30, tax positions
that previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period
in which that threshold is met. Under ASC 740-10-40, previously recognized tax positions that no longer meet the more-likely-than-not
threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company
had no material uncertain tax positions as of March 31, 2021 or December 31, 2020.

The application of tax laws and regulations
is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as
a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability
may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse
previously recorded tax liabilities or the deferred tax asset valuation allowance.

 

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Recently Adopted Accounting Standards

The Company has reviewed recently issued accounting
pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any recently issued pronouncements
to have an impact on its results of operations or financial position.

NOTE 3 – GOING CONCERN

The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has produced no revenue since inception, and has an accumulated deficit of $1,732,582 as of March 31,
2021. The Company has had no revenues since inception. These conditions, among others, raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of these
uncertainties.

In December 2019, a novel strain of coronavirus
(COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant
disruptions to its economy, it has now spread to most other countries and infections have been reported globally. Because COVID-19 infections
have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders,
proclamations and/or directives aimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company’s
operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including
the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional
preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued
business disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a
material adverse impact on our business,

financial condition and results of operations.
Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the
Company’s business and the duration for which it may have an impact cannot be determined at this time.

Management anticipates that the Company will
be dependent, for the near future, on additional investment capital or debt to fund operating expenses until its planned operations begin
to generate revenue. The Company is not expecting to recognize revenue until the second half of 2021 at the earliest. Management, therefore,
is actively pursuing sources of investment capital.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 4 – INTANGIBLE ASSETS

The Company’s intangible assets consist
of the intellectual property relating to medical imaging contributed to Medi-Scan in December 2018 as a capital contribution. The intangible
assets are being amortized over three years. Amortization expense relating to the intangible assets aggregated $9,722 in each of the three
months ending March 31, 2021 and 2020.

NOTE 5 – RELATED PARTIES

During the first five months of 2020, Medi-Scan
paid $10,000 per month to a law firm owned by Denis Kleinfeld, who was a managing member of Medi-Scan at that time and became a member
of the Board of Directors of Healthtech Solutions in September 2020. The payment included $1,447 as compensation for use of the law firm’s
offices as the executive offices of Medi-Scan, the remainder was compensation for the administrative and other services of employees of
the law firm, and for legal services by Mr. Kleinfeld.

For legal services rendered as counsel to Healthtech
Solutions during the period January 1, 2021 to March 31, 2021, Healthtech Solutions paid Robert Brantl $25,130. Mr. Brantl was the sole
officer and director of Healthtech Solutions until September 4, 2020, and has served as Secretary of Healthtech Solutions since September
4, 2020.

In May 2020 David Rubin, through his personal
holding company, Storm Funding LLC, agreed to contribute $250,000 to Medi-Scan in exchange for a 25{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} equity interest in Medi-Scan. During
the remainder of 2020, Mr. Rubin satisfied $245,442 of the obligation: he contributed $142,761 by paying obligations incurred by Medi-Scan
in that amount, and Mr. Rubin satisfied a total of $102,681 of the obligation by contributing to Medi-Scan the services of administrative
personnel employed by eProdigy Financial LLC, a company owned by Mr. Rubin. During the period from

January 1, 2021 to March 31, 2021 Mr Rubin
satisfied the remainder of his contribution of $4,558. During that quarter, Mr Rubin also loaned $30,000 to the Company and contributed
services of eProdigy Financial LLC valued at $38,542.40.

NOTE 6 – SHAREHOLDERS EQUITY

Authorized Capital Stock

The following table sets forth information, as of March 3, 2021,
regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc.

 

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 6 – SHAREHOLDERS EQUITY (Continued)

Authorized Capital Stock

Class   Shares Authorized   Shares Outstanding
Common Stock, $.001 par value     200,000,000       9,701,269  
Series A Preferred Stock, $.001 par value     156,937       156,837  
Series B Preferred Stock, $.001 par value     1,500,000       0  
Series C Preferred Stock,$.001 par value     30,000       0  
Undesignated Preferred Stock, $.001 par value     313,163       0  

 

Series A Preferred
Stock.
Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of Common Stock.
Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of Common Stock on
all matters upon which stockholders are permitted to vote. In the event of our liquidation, dissolution or winding up, after payment
of all creditors, holders of our Series A Preferred Stock are entitled to receive, ratably, a preferential payment of $.01 per share,
then to share pro rate in the net assets available to stockholders on an as-converted basis.

 

Undesignated Preferred
Stock.
The Board of Directors has authority, without shareholder approval and by resolution of the Board of Directors, to amend
the Corporation’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, to designate each such series
by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and
to fix and determine the following relative rights and preferences of the shares of each series so established.

Capital Contributions

Medi-Scan’s founders contributed $4,558 during
the three months ended March 31, 2021, and $28,500 during the three months ended March 31, 2020.

On May 21, 2020, Medi-Scan entered into agreement
with Storm Funding LLC, a company owned by David Rubin. Storm Funding LLC committed to invest $250,000 in exchange for a 25{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} membership
interest in Medi-Scan. At the same time, David Rubin joined Medi-Scan as Executive Chairman. As of March 31, 2021, the financing commitment
had been fully satisfied.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 7 – EXCHANGEABLE NOTES AND CONVERTIBLE
DEBENTURES

In August and September of 2020, Medi-Scan
issued four 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Exchangeable Promissory Notes in the aggregate principal amount of $375,000. Principal and interest were payable on the
Notes on January 31, 2021. The Notes provided that, in the event that Medi-Scan was acquired by a corporation whose common stock was registered
with the SEC, the Notes would be automatically exchanged for 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} convertible debentures issued by that acquirer.

In November of 2020, by reason of the Share
Exchange, the four 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Exchangeable Promissory Notes were automatically exchanged for 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures issued by Healthtech Solutions
in a principal amount of $381,505, which was equal to the principal of and accrued interest on the Notes. Then, during December of 2020,
Healthtech Solutions issued four additional 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures in the aggregate principal amount of $250,000 in exchange for payment
of cash in that amount.

On February 4, 2021 an additional debenture
was issued in the amount $50,000.

The 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures are
convertible into common stock, at the holders’ option, at a 30{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} discount to the market price of the Company’s common
stock. The Company has determined that the conversion feature represents a derivative financial instrument embedded in the
Debentures. The accounting treatment of derivative financial instruments requires that the Company record the fair value of that
derivative financial instrument as a discount to the value of the Debentures as of the inception date of each Debenture.
Accordingly, the Company recorded an aggregate initial discount of $349,202 for the fair value of the derivative liability at
inception of each convertible debenture. During the three months ending March 31, 2021, the Company amortized $27,303 as interest
expense. At March 31, 2021 the notes are presented on the balance sheet net of unamortized discount of $321,900. The Company
recorded an aggregate initial discount of $335,101 for the fair value of the derivative liability at inception of each convertible
debenture. During the year ended December 31, 2020, the Company amortized $9,277 as interest expense. At December 31, 2020 the notes
are presented on the balance sheet net of unamortized discount of $325,824.

NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company determined the conversion feature
of the 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures represented an embedded derivative since the Debentures were convertible into a variable number of shares
upon conversion. Accordingly, the Debentures are not considered to be conventional debt under ASC 815 and the embedded conversion feature
was bifurcated from the debt host and accounted for as a derivative liability.

The fair value of the derivatives embedded
in the 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures was determined using Monte Carlo simulation method based on the following assumptions: (1) dividend yield
of 0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, (2) expected volatility of 167{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, (3) weighted average risk-free interest rate of 9.0{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}, (4) expected life until January 31, 2024,
and (5) the quoted market price of the Company’s common stock at each valuation date.

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS
(Continued)

At March 31, 2021, the Company marked to market
the fair value of the nine derivatives and determined a fair value of $359,608. The Company recorded a gain resulting from change in fair
value of debt derivatives by $7,215 for the three months ending March 31, 2021.

A summary of changes in Convertible Debentures
for the period ending March 31, 2021 was as follows:

Balance at December 31, 2020   $ 334,933  
Issuance in February 2021   $ 25,388  
Change in fair value     (7,215 )
Balance at March 31, 2021   $ 353,106  

 

NOTE 9 – INCOME TAX

As discussed in Note 1, in prior years and
through August 25, 2020, including during the three months ended March 31, 2020, the Company was a limited liability company which
was treated as a partnership for income tax purposes, and the tax benefit of losses realized by the Company was passed on to its
members.

 

For the three months ended March 31, 2021,
the provision (benefit) for income taxes consisted of the following:

   

Three
Months ended

March 31,

 2021

     
Current   $ — 
Deferred     (74,000)  
Change in valuation allowance     74,000  
         
Income tax provision (benefit)   $ — 
         

 

The
following table reconciles the effective income tax rates with the statutory rates for the period from the conversion date to March
31, 2021:

             2021
     
U.S. federal statutory rate     21.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
State tax, net of federal benefit     5.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Change in valuation allowance     26.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
         
Effective income tax rate     —   {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 9 – INCOME TAX (Continued)

Deferred tax
assets are comprised of the following:

   

Mar.
31,
2021 

 
       
         
Net operating loss carryforwards   $ 185,000  
Valuation allowance     (185,000 )
         
Net deferred tax assets   $ —   
         

At March 31, 2021, the Company had approximately
$111,000 of federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover,
if not utilized, will expire beginning in 2027. Through 2036, the amount and utilization of any future net operating loss carry-forwards
may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity
through March 31, 2021, a change of ownership was deemed to have occurred in the 2020 fiscal year. This change of ownership created an
annual limitation of substantially all of the Company’s net operating losses which are available through 2036.

The Company assesses the likelihood that deferred
tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s
losses since inception, management believes that it is more likely than not that future benefit of the deferred tax asset will not be
realized principally due to the continuing losses from operations and the change of ownership limitations and has therefore established
a full valuation allowance.

 The tax years ending December 31, 2020
remain open to examination by the taxing authorities.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company’s
management has performed subsequent events procedures through the date these financial statements were issued, and determined that the
reportable subsequent events were as follows. On May 4, 2021 the Company entered into an Advisory Agreement with Kleinfeld Legal Services
P.A., which is owned byDenis Kleinfeld, who was, until April 24, 2021, a member of the Company’s Board of Directors. Pursuant to the agreement,
Kleinfeld Legal Services P.A. will provide legal and advisory services to Medi-Scan Inc. during the next two years. In consideration of
the services, the Company will pay Kleinfeld Legal Services a $100,000 signing fee plus a services fee of $150,000 per year. The Company
also assigned to Kleinfeld Legal Services 19.9{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the capital stock of Medi-Scan, Inc., which it immediately assigned to four associates.

On May 6, 2021 the Company sold 8,962,500 shares
of its common stock to 30 accredited investors for an aggregate cash purchase price of $1,792,500 (i.e. $.20 per share).

HEALTHTECH SOLUTIONS, INC.

Notes To Consolidated Financial Statements

Three Month Periods Ended March 31, 2021 And 2020

(Unaudited)

NOTE 10 – SUBSEQUENT EVENTS (Continued)

On May 6, 2021 the Company issued 4,018,575
shares of its common stock to five accredited investors in exchange for their cancellation of 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures previously issued
by the Company. The aggregate principal amount of, and interest accrued on, the Debentures was $803,714.90 (i.e. $.20 per share of common
stock issued in the exchange).

On May 7, 2021 a special purpose subsidiary
of the Company merged into Healthtech Oncology, Inc., which owns 98.83{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding capital stock of Varian Biopharmaceuticals,
Inc. (“Varian”). Varian is a precision oncology company engaged in developing therapeutics for the treatment of cancer. In exchange
for ownership of Healthtech Oncology, the Company issued 29,649.324 shares of its Series C Preferred Stock. The Series C Preferred Stock
will give its holders 4.9{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the voting power in the Company and a 4.9{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} liquidation preference. The holders will also be entitled to
exchange their Series C Shares for common stock of Healthtech Oncology. The percentage ownership of Healthtech Oncology that the Series
C shareholders will obtain if they exchange their Series C Shares will depend on the amount of cash loaned by the Company to Healthtech
Oncology: ranging from 85{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} ownership, if the Company loans $10 million to Healthtech Oncology, to 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} if the Company makes no loans to
Healthtech Oncology. As of May 7, 2021 the Company had loaned $1 million to Healthtech Oncology. The Series C shareholders may exchange
their shares after April 1, 2023 or earlier if the Company makes a distribution of Healthtech Oncology shares to the shareholders of the
Company.

On May 14, 2021 the Company entered into an
Exchange Agreement with Richard Parker, who is Medi-Scan’s Chief Research Officer. Pursuant to the Exchange Agreement, Mr. Parker’s family
trust surrendered 29,407 shares of the Company’s Series A Preferred Stock, and the Company issued to Mr. Parker’s family trust 6,000,000
shares of its common stock and assigned to it 18.75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding shares of Medi-Scan, Inc. In addition, Mr. Parker assigned to
the Company his intellectual property concerning electromagnetic waveform entrainment technology, and the Company issued to the Parker
family trust an additional 250,000 shares of its common stock.

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

On November 16, 2020
Healthtech Solutions, Inc. acquired all of the capital stock of Medi-Scan, Inc. in exchange for Series A Preferred Stock representing
97{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the equity in Healthtech Solutions. Because the transaction is classified as a reverse merger under GAAP, the financial results
presented in this Report for the quarter ended March 31, 2020 are the financial results of Medi-Scan for that quarter. Medi-Scan is in
its pre-revenue period, and will remain so until it obtains approval to market its medical device from the U.S. FDA or the comparable
agency of the European Union.

Since our only activities
during the quarters ended March 31, 2021 and 2020 were research and development, our expenses during those period were primarily salaries
and consulting and service fees. During the three months ended March 31, 2021, we paid $84,948 for research and development, most of which
was payment to consultants working under the direction of our Chief Research Officer (“CRO”) as well as payments to outside
labs and clinics for services. In addition, we paid $18,000 during the three months ended March 31, 2021 to the Chief Research Officer
of Medi-Scan for his services. During the three months ended March 31, 2020, our payments for research and development and to our CRO
were $5,800 and $18,500 respectively. We expect that our research and development expenses will rise significantly if we obtain the capital
resources necessary to fully implement our business plan.

The remainder of our
operating expenses were primarily attributable to administrative costs. We incurred $119,822 in general administrative expenses during
the three months ended March 31, 2021 and $13,142 during the three months ended March 31, 2020. These included office expenses plus legal
and accounting fees, and fees for public relations services. Legal fees, in particular, were high during the first quarter of 2021, as
we initiated negotiations of a number of prospective acquisitions, changed the corporate name, and entered into negotiations with a number
of potential sources of finance.

During the first quarter
of 2021, we also incurred $30,000 in general and administrative expense – related party, which was the fee of $10,000 per month that
we pay for the services of our COO. During the first quarter of 2020, we incurred $28,393 in general and administrative expense – related
party, which arose from the fee arrangement that we had at that time with a member of our Board from whom Medi-Scan rented space and
purchased administrative services through May 2020.

We also incur $3,241
per month in amortization costs, as we are amortizing over a three year period the intangible assets that our Chief Research Officer
contributed to Medi-Scan.

As a result of the aforesaid expenses, in the three months ended March 31, 2021 we incurred a net loss from
operations of $262,493. In the three months ended March 31, 2020, our net loss from operations was $75,557. In the first quarter of 2021,
however, we also incurred items of Other Expense (Income) that added $31,385 to our net loss:

· $38,600 in interest expense (primarily attributable to the
7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures); partially offset by
· a gain of $7,215 due to a reduction in the fair value of
derivative liabilities, relating to the 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures.

We account for our convertible debt in accordance
with ASC 815, Derivatives and Hedging as the conversion feature embedded in the convertible debentures could result in the debenture
principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures
is variable and based on trailing market prices. It therefore contains an embedded derivative. The fair value of the conversion feature
was calculated when the debentures were issued, and we recorded a debenture discount and derivative liability for the calculated value.
We recognize interest expense for accretion of the debenture discount over the term of the note. The conversion liability is valued at
the end of each reporting period and will result in a gain or loss for the change in fair value. Due to the volatile nature of our stock,
the change in the derivative liability and the resulting gain or loss could often be material to our results. This was among the reasons
why, in May 2021, we negotiated a cancellation of the 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures in exchange for common stock.

After taking into account
our Other Expenses (Income) in the first quarter of 2021, our net loss for that quarter was $293,877 ($0.03 per share). During the first
quarter of 2020 we incurred a net loss of $75,557.

We will continue to
incur losses until we begin to generate revenues at a level adequate to sustain our operations without cash infusion.

Liquidity and Capital Resources

At December 31, 2020
Healthtech Solutions had working capital totaling $55,036, primarily consisting of cash. At the end of March 2021, we had a deficit in
working capital of ($154,472). This reversal occurred primarily because our operations during the first quarter of 2021 used $226,380
in cash, while our financing activities contributed only $103,677 in cash. During the first quarter of 2020, when our only source of cash
was capital contributions by our management, our operations used $80,958 in cash, approximately equal to our net loss of $75,557. These
results make it obvious that Healthtech Solutions will have to obtain substantial capital infusions in order to fund the continuing development
of our portfolio technologies and the costs of securing the governmental approvals necessary before our technologies can go to market.

At the present time,
Healthtech Solutions has only three individuals working on a full-time basis: our Chief Executive Officer, our Chief Operating Officer
and Medi-Scan’s Chief Research Officer. The seven other individuals who provide services to Medi-Scan at this time do so on an hourly,
as needed basis. We have some ability, therefore, to adjust our cash burn rate to our resources. Nevertheless, the task of bringing a
complex medical device to market is an expensive task. We will require millions of dollars to accomplish it even once.

Note 3 to our consolidated
financial statements discloses that the financial condition of Healthtech Solutions – i.e. our modest cash resources and the absence of
revenue – raises substantial doubt as to the Company’s ability to continue as a going concern. Management intends to pursue one or more
offerings of securities in order to obtain the funds that will be necessary for successful implementation
of our business plan. At present, however, no commitments for future funding have been received.

Application of Critical Accounting Policies

In preparing our financial
statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of
those values.  In our preparation of the financial statements for the three months ended March 31, 2021, there were two estimates
made which were (a) subject to a high degree of uncertainty and (b) material to our results. These were:

  · Our determination of the fair value of the derivative liability
embedded in the 7{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Convertible Debentures that we sold during 2020 and 2021. We based the determination of fair value on certain assumptions
specified in Note 8 to our Financial Statements.
  · Our determination to amortize our intangible assets over
a useful like of three years, as described in Note 4 to our financial statements. We based that amortization schedule on our expectation
that the technology in our field will develop rapidly.

 

Off-Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

 Impact of Accounting Pronouncements

 There were no recent accounting
pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.

 

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM
4
          

CONTROLS
AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.
As of March 31, 2021, our Chief Executive Officer and our Chief Financial Officer carried out an evaluation of the effectiveness of the
Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls
and procedures have the following material weaknesses:

  • The relatively small number of employees who are responsible for accounting functions prevents us from segregating
    duties within our internal control system.
  • Our internal financial staff lack expertise in identifying and addressing complex accounting issued under
    U.S. Generally Accepted Accounting Principles.
  • We have not developed sufficient documentation concerning our existing financial processes, risk assessment and
    internal controls.

Based on their evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was
not effective as of March 31, 2021 for the purposes described in this paragraph.

 

Changes in Internal Controls. There was no change
in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934)
identified in connection with the evaluation described in the preceding paragraph that occurred during Healthtech Solutions’ first fiscal
quarter that has materially affected or is reasonably likely to materially affect Healthtech Solutions’ internal control over financial
reporting.

 

PART II – OTHER INFORMATION

 

Item 1.    Legal Proceedings
  None.
   
Item 1A. Risk Factors
  There has been no change from the risk factors described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.
   
Item 2. Unregistered Sale of Securities and Use of Proceeds
 

(a) Unregistered sales of equity securities

 

  There were no unregistered sales of equity securities by the Company during the first quarter of fiscal year 2021.
   
 

(c) Purchases of equity securities

 

  The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the first quarter of fiscal year 2021.
   
Item 3.     Defaults Upon Senior Securities.
  None.
   
Item 4.     Mine Safety Disclosures.
  Not Applicable.
   
Item 5.     Other Information.
  None.

  

  31-a Rule 13a-14(a) Certification
of CEO
  31-b Rule 13a-14(a) Certification
of CFO
  32-a Rule 13a-14(b) Certification
of CEO
  32-b Rule 13a-14(b) Certification
of CFO
  101.INS XBRL Instance
  101.SCH XBRL Schema
  101.CAL XBRL Calculation
  101.DEF XBRL Definition
  101.LAB XBRL Label
  101.PRE XBRL Presentation

 

SIGNATURES

 

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

 

  HEALTHTECH SOLUTIONS, INC.
 
Date:
May 24, 2021
By: /s/
Edward Swanson
  Edward Swanson, Chief Executive Officer
   
Date: May 24, 2021 By:
/s/ Manuel Iglesias
Manuel Iglesias, Chief Financial and Accounting Officer

  

 

EXHIBIT 31-a: Rule 13a-14(a) Certification of
CEO

 

I, Edward Swanson, certify that:

 

1. I have reviewed this quarterly report on Form
10-Q of Healthtech Solutions, Inc.;

2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

 

a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

 

b) Designed such internal
controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c)       Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

 

d) Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers
and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:
May 24, 2021

By: /s/ Edward Swanson

  Edward
Swanson, Chief Executive Officer

EXHIBIT 31-b: Rule 13a-14(a) Certification of
CFO

 

I, Manuel Iglesias, certify that:

 

1. I have reviewed this quarterly report on Form
10-Q of Healthtech Solutions, Inc.;

2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:

 

a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

 

b) Designed such internal
controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

c)       Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and

 

d) Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers
and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that
involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 24, 2021

By: /s/ Manual Iglesias

Manuel Iglesias, Chief Financial Officer

EXHIBIT 32-a:
Rule 13a-14(b) Certification of CEO

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthtech Solutions, Inc. (the “Company”) certifies that:

 

1.       The
Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2021 (the “Report”) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

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

 

Date:
May 24, 2021

By: /s/ Edward
Swanson

  Edward Swanson, Chief Executive Officer

 

 

 

 

 

 

EXHIBIT 32-b:
Rule 13a-14(b) Certification of CFO

 

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Healthtech Solutions, Inc. (the “Company”) certifies that:

 

1.       The
Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2021 (the “Report”) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

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

 

 

Date:
May 24, 2021

By: /s/ Manual Iglesias

Manuel Iglesias, Chief Financial Officer

 

 

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