~~[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~(Mark One)

For the ~~Fiscal Year Ended:~~~~September 30, 2013~~transition period from ______ to ______

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

~~(Exact name of registrant as specified in its charter)~~Commission file number 333-147367

(Registrant’s telephone number, including area ~~code)~~code (866) 668-2188

Securities registered pursuant to Section 12(g) of the Act:~~Common Stock, $0.001 par value~~

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

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

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the ~~last~~past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]

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

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).~~Act.) Yes ~~[ ]~~☐ No ~~[X]~~☒

AsThe aggregate market value of ~~January 10, 2014,~~ the ~~registrant had 9,177,201~~registrant’s voting and non-voting common equity held by non-affiliates on March 31, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,578,929, computed by reference to the closing sales price of the shares of ~~its~~ common stock ~~outstanding.~~on March 31, 2021, which was $0.124. The closing sales price and number of shares used to calculate the amount in the aforementioned sentence were as of March 31, 2021, and were not adjusted for the registrant’s 1 for 115 reverse stock split, which was effective on October 29, 2021.

~~Documents Incorporated By Reference: None.~~The number of shares outstanding of the registrant’s common stock as of May 31, 2022, was 92,214,638 shares.

Information contained in this annual report on Form 10-K contains “forward-looking statements.” These forward-looking statements ~~within~~are contained principally in the ~~meaning~~sections titled “Business,” and “Management’s Discussion and Analysis of ~~Section 27A~~Financial Condition and Results of Operations,” and are generally identifiable by use of the ~~Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events~~words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,”“intends,” “may,” “plans,” “potential,” “predict,” “should” or “will”“project” or the negative of these ~~terms~~words or other variations on these words or comparable terminology. ~~These~~The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are ~~only predictions;~~based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, ~~levels of activity,~~ performance or achievements to be materially different from ~~any~~ future results, ~~levels or activity,~~ performance or achievements expressed or implied by ~~these~~any forward-looking statements. ~~Although~~These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we ~~believe that the expectations reflected~~undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the ~~forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date~~future.

As used in this ~~Form 10-K is filed, and we do not intend to update any of the forward-looking statements after the date this Annual Report~~annual report on Form 10-K, ~~is filed~~“HSMG,” “we”, “our”, “us” and the “Company” refer to ~~confirm these statements to actual results,~~Healthcare Solutions Management Group, Inc., a Delaware corporation and its subsidiaries unless ~~required by law.~~

Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. was incorporated on April 11, 2006 in the state of Nevada under the name Infrared Systems, International.

On December 31, 2012, AquaLiv Technologies, ~~Inc~~Inc. (“ALTI”) and Verity Farms II, Inc. (“Verity Farms”), a South Dakota corporation, entered into a Share Exchange Agreement. Pursuant to the Share Exchange Agreement, ALTI acquired 100% of the authorized and issued shares of Verity ~~Farm~~Farms in exchange (the “Exchange”) for 4,850,000 shares of Series B Convertible Preferred Stock, par value $0.001 of ALTI, representing approximately 86% of the outstanding shares of ALTI, on a ~~fully-diluted~~fully diluted basis, assuming conversion into common stock. As a result of the Exchange and the other transactions contemplated thereunder, Verity Farms ~~is now~~became a ~~wholly-owned~~wholly owned subsidiary of ~~the~~ ALTI and ALTI acquired Verity ~~Farms’s~~Farms’ business operations, including the real estate holdings, and its subsidiaries. As part of the Exchange, a change in control took place and Duane Spader was appointed chief executive officer of ALTI. A name change to Verity Corp. and the administrative closing of FOCUS, anoperations. ALTI subsidiary, were part of the Exchange. In addition, Mr. Spader received shares of Series C Preferred stock which entitle him at all times to vote with the common stock holders on all matters and cast 51% of the votes, thereby ensuring his control of matters voted upon.

~~On April 1, 2013, we changed our name change from AquaLiv Technologies Inc. to Verity Corp. and our stock symbol changed to VRTY.~~

~~AquaLiv Technologies, Inc. (now “Verity”)~~ was formed under the laws of the State of Nevada on April 11, 2006 originally under the name of Infrared Systems International “ISI” as a ~~wholly-owned~~wholly owned subsidiary of China Sxan Biotech, Inc. (“CSBI”) (then known as Advance Technologies, Inc.) to pursue a narrowly defined business objective called infrared security systems.

On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to Verity Corp. isand our stock symbol changed to VRTY. The Company was the parent of Verity Farms ~~II, Inc. (“Verity Farms II”)~~ and Aistiva Corporation (“Aistiva”) ~~(fka~~(f/k/a AquaLiv, Inc.). Verity Farms ~~II is~~was dedicated to providing consumers with safe, high-quality, and nutritious food sources through sustainable crop and livestock production. Aistiva ~~has~~previously released products in the industries of water treatment, skincare, and agriculture. Verity Farms was administratively dissolved in the State of South Dakota on May 4, 2018. Aistiva was administratively dissolved on April 9, 2015, in the State of Washington.

In February 2016, all of the Company’s officers and directors resigned, and the Company stopped substantially all operating activities. At such time, the Company became a “shell company,” as such term is ~~primarily known~~defined in Rule 12b-2 under the Exchange Act.

On November 5, 2020, we changed our Fiscal Year End from June 30 to September 30. As a result of this change, we filed a Transition Report on Form 10-K with the SEC for the ~~AquaLiv Water System product~~three-month transition period from June 30, 2020 to September 30, 2020 on January 20, 2021.

As a result of the consummation of the Merger, as such term is defined below, on April 15, 2021, Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”), became our wholly owned subsidiary and the business of HSH became the business of the Company going forward. Accordingly, the Company ceased to be a shell company as of April 15, 2021.

On June 14, 2019, the Company entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on April 15, 2021 (the “Closing”), at which ~~produces~~time Merger Sub merged with and into HSH with HSH being the surviving entity, and HSH became our wholly owned subsidiary. As a result of the consummation of the Merger, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward.

At the Closing of the Merger, Robert Stevens (the “Receiver”) appointed new officers and directors of the Company. As consideration for the services of the Receiver and his team, for acting as the court-appointed receiver for the Company and its predecessor and affiliated entities, and pursuant the Merger Agreement, as amended, in August of 2020, the Receiver and certain entities, as directed by the Receiver, were issued an aggregate total of 114,599,754 pre-reverse split shares of the Company’s common stock. At Closing, the aggregate Merger consideration paid to the holders of the HSH common was 1,145,997,555 pre-reverse split shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing.

As a result of the consummation of the Merger, on April 15, 2021, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward. Accordingly, at the Closing, the Company ceased to be a shell company as of April 15, 2021.

In connection with the Merger, the Company appointed new officers and directors as described below.

On April 15, 2021, Justin Smith was appointed as the Company’s Interim Chief Executive Officer, Interim Chief Financial Officer and as the Executive Chairman and member of the Board of Directors of the Company.

On April 15, 2021, Dr. Charles Balaban was appointed as a member of the Board of Directors of the Company.

On April 15, 2021, Jonathan Loutzenhiser was appointed as Executive Vice President of the Company and a member of the Board of Directors of the Company.

On April 15, 2021, Dr. Joseph Asuncion was appointed as a member of the Board of Directors of the Company and as the Company’s Chief Medical Officer.

On April 15, 2021, Dr. Sadeem Mahmood was appointed as the Company’s Chief of Surgery.

On April 15, 2021, Dr. Richard F. Wittock was appointed as the Company’s Vice President of Clinical Affairs.

On April 15, 2021, Dr. Richard Muckerman was appointed as the Company’s Vice President of Strategy and Business Development.

On April 15, 2021, Blake Moorman was appointed as the Company’s Vice President of Operations.

On April 15, 2021, Robert Stevens resigned from all of his positions with the Company. The foregoing resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On November 5, 2020, the Company’s court appointed receiver, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year End from June 30 to September 30. As a result of this change, we filed a Transition Report on Form 10-K for the three-month transition period from June 30, 2020 to September 30, 2020 on January 20, 2021.

We operate through our wholly owned subsidiary HSH. HSH is an integrated healthcare company which strives to provide vital services and a high-quality of care for patients over the course of their lifetime. HSH was organized with the goal of becoming an advanced, national healthcare system in the United States, providing clinicians with state-of-the-art diagnostic and therapeutic tools, and providing patients with greater access to a higher level of care in local communities that we believe have historically been underserved by the medical industry. HSH currently conducts its operations directly through HSH, and also through its wholly owned subsidiaries within the medical industry, seeking to serve the needs of patients’ and physicians alike.

HSH currently has the following wholly owned operating subsidiaries in the state of Delaware through which it operates its business:

To date, the majority of ~~its revenue~~HSH’s revenues have been generated through resales and marketing of medical products which HSH has done directly at the HSH level using the trade name HSHMS. HSH has formed HSHMS in the state of Delaware, and it plans to conduct all such resale and marketing activities through HSHMS. HSH has also ~~blends well with the Verity water systems.~~generated revenues through providing consulting services to Managed Service Organizations (“MSOs”).

The Company has recently sought to expand its business and service offering capabilities and has shifted its focus away from medical product sales towards providing services to patients through its planned surgical and urgent care and internal medicine health facilities which it plans to conduct through ACM and HSHS. The Company expects that, going forward, revenues from its ownership interests in these facilities will comprise the majority of the Company’s revenues as the Company focuses more on those areas and less on medical products. The specific products and/or services intended to be provided by each of HSH’s operating subsidiaries are described in detail below.

HSH has provided consulting services to Managed Service Organizations (“MSOs”) and as further described below, HSH plans to establish another wholly-owned operating subsidiary to provide MSOs with both business management, development, and operational assistance. Additionally, HSH intends to become a comprehensive medical incubator and innovation center, dedicated to accelerating development, building businesses, and improving patient outcomes

Since Healthcare Solutions Management Group, Inc. became the successor in interest to Verity ~~Farms II,~~Delaware Inc. a Delaware corporation which was previously a Nevada corporation named Verity Corp., the Company’s current name became Healthcare Solutions Management Group, Inc.

On September 13, 2021, the Board of Directors (the “Board”) of the “Company approved (i) a 1 for 115 Reverse Stock Split of the Company’s common stock with any fractional shares of common stock resulting therefrom being rounded up to the nearest whole share of common stock (the “Reverse Stock Split”) and (ii) a voluntary change in the Company’s stock symbol from “VRTY” to a symbol selected by the Company’s officers (the “Symbol Change” and together with the Reverse Stock Split, referred to herein together as the “Corporate Actions”). On the same date, 52.42 % of the Company’s shareholders also approved the Corporate Actions. On September 15, 2021, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate”) with the Delaware Secretary of State for the Reverse Stock Split, with an effective date of the later of (i) September 29, 2021, or (ii) on a date that the Reverse Stock Split, is announced by Financial Industry Regulatory Authority (“FINRA”).

The Company submitted an Issuer Company Related Action Notification regarding the Corporate Actions, as well as its prior name change to its current name to FINRA on September 15, 2021 (the name change together with the Reverse Stock Split and Symbol Change are referred to herein together as the “Corporate Actions”). The Company was then notified by FINRA that the market effective date for the Corporate Actions was October 29, 2021. The new trading symbol for the Company’s common stock as of October 29, 2021, was “VRTYD” and effective as of November 26, 2021 the symbol changed to “HSMD.” Further, the Company’s common stock now has the following CUSIP number: 42226Y 105. The reverse stock split was effective on October 29, 2021.

On September 14, 2021, the Company’s wholly owned subsidiary, HSH terminated a consulting agreement (the “Consulting Agreement”) dated October 1, 2018, between HSH and Tarun Jolly (the “Consultant”), pursuant to Section 20(e) of the Consulting Agreement, which permits HSH to terminate the Consulting Agreement any time without cause, with the termination to be effective as of September 15, 2021. Pursuant to the Consulting Agreement, the Company had engaged the Consultant to provide general business, advisory and transaction, support and consulting services to HSH in exchange for warrants to purchase shares of HSH upon the occurrence of certain milestones none of which were ever achieved.

On September 14, 2021, HSH terminated a Consulting Services Agreement by and between Flex Surgical Management LLC and Matt Thibaut, an individual and HSH dated September 1, 2020 (the “Agreement”) pursuant to Section 17(e) of the Agreement and all other terms and conditions of the Agreement. Termination will be effective as of September 16, 2021, in accordance with the terms and provisions of the Agreement.

On September 14, 2021, HSH terminated a Field Representative Offer of Employment by and between Stephen Fertig, an individual and HSH dated August 21, 2019 (the “Offer”) pursuant to Section 7 of the Offer and all other terms and conditions of the Offer. Termination will be effective as of September 16, 2021, in accordance with the terms and provisions of the Offer.

On September 14, 2021, HSH terminated an Independent Contractor Agreement by and between John Keeling, Jr., an individual and HSH dated October 22, 2018 (the “Agreement”) pursuant to Section 4(4.2) of the Agreement and all other terms and conditions of the Agreement. Termination will be effective as of September 15, 2021, in accordance with the terms and provisions of the Agreement.

On September 14, 2021, HSH terminated a Consulting Services Agreement by and between BBCV Group, LLC and HSH dated October 30, 2019 (the “Agreement”) pursuant to Section 6(a) of the Agreement and all other terms and conditions of the Agreement. Termination will be effective as of September 30, 2021, in accordance with the terms and provisions of the Agreement.

On November 26, 2021, the Company and HSH and HSH’s wholly owned subsidiary HSH Surgical, Inc. (“HSHS”) entered into an Ambulatory Surgery Center Development Agreement (the “Agreement”) with Jameson, LLC DBA American Development Partners, a Tennessee limited liability company (together with its subsidiaries, related parties, successors-in-interests, and affiliates, the “Developer”). The term of the Agreement is ten (10) years from November 26, 2021. Pursuant to the Agreement, the Developer agreed to use commercially reasonable efforts to present HSHS with “Qualified Projects,” as such term is defined in the Agreement. During the term of the Agreement, the Developer agreed to present HSHS with ten (10) Qualified Projects per year, HSHS however is not required to accept a Qualified Project. HSHS agreed to enter into one hundred (100) Lease Agreements (the “Tenant Commitment”) with an option for twenty-five (25) additional units with anticipated development costs to be approximately fourteen million dollars ($14,000,000) a unit (actual costs will vary based on individual projects) for a total initial commitment of approximately one billion four hundred million dollars ($1,400,000,000) with an option for an additional three hundred and fifty million dollars ($350,000,000); provided that each Lease Agreement relates to a Qualified Project. Pursuant to the Agreement, the Developer has the exclusive rights to develop single tenant HSH Surgical Ambulatory Surgery Center units on a nationwide basis for HSHS.

On November 26, 2021, the Company, HSH and HSH’s wholly owned subsidiary Advance Care Medical Holdings, Inc. (“ACM”) entered into an Urgent Care Center Development Agreement (the “UC Agreement”) with Jameson, LLC DBA American Development Partners, a Tennessee limited liability company (together with its subsidiaries, related parties, successors-in-interests, and affiliates, the “Developer”). The term of the UC Agreement is ten (10) years from November 26, 2021. Pursuant to the UC Agreement, the Developer agreed to use commercially reasonable efforts to present ACM with “Qualified Projects,” as such term is defined in the UC Agreement. During the term of the UC Agreement, the Developer agreed to present ACM with seventy-five (75) Qualified Projects per year, however ACM is not required to accept a Qualified Project. ACM agreed to enter into five hundred (500) Lease Agreements (the “Tenant Commitment”) with an option for two hundred (200) additional units with anticipated development costs to be approximately four million five hundred thousand dollars ($4,500,000) a unit (actual costs will vary based on individual projects) or a total initial commitment of approximately two billion two hundred and fifty million dollars ($2,250,000,000.00) with an option for an additional nine hundred million dollars ($900,000,000); provided that each Lease Agreement relates to a Qualified Project. The developer has the exclusive rights to develop single tenant Advance Care Medical Urgent and Comprehensive Care Center units on a nationwide basis for ACM.

The entry into the Agreement and the UC Agreement, triggered the issuance, on December 31, ~~2012, Verity~~2021 by the Company of 81,000,000 shares of its common stock to the following parties in the following amounts (the “Shares”).

HSH’s wholly owned subsidiary Advance Care Medical Holdings, Inc. (“ACM”) is a Delaware corporation that seeks to be a direct provider of urgent care and internal medicine services, and all comprehensive care provided by HSH is run through ACM. ACM aims to bridge the gap between urgent family care and the traditional hospital system. Through ACM, our mission is to focus on inadequately served communities and provide them more convenient quality healthcare. Our newly constructed facilities will seek to provide the highest standards of safety, comfort, and convenience for the best patient experience.

ACM plans to set up comprehensive care services that aim to combine both internal medicine practices with urgent care at numerous locations.

Each of the facilities at these locations are planned to be leased and it’s planned that ACM will do the build out of the medical premises at these facilities. As described above, on November 26, 2021, the Company, HSH and ACM entered into an Urgent Care Center Development Agreement with Jameson, LLC DBA American Development Partners, a Tennessee limited liability company.

It is planned that these facilities will be equipped with state-of the-art equipment and will be fully-staffed with Primary Care Physicians, Urgent Care Physicians and/or support staff to provide medical services. Many of these facilities are panned to be located in traditionally under-served rural communities, which we have intentionally targeted to help serve what we believe is a population in need of better medical services.

Medical services planned to be provided at these facilities will include, but are not limited to, the following:

It is planned that ACM will bill both private and government insurance for the services provided to patients at these facilities. It is also planned that ACM will accept direct payment for the above services it will provide from patients.

To date HSH has completed construction of facilities in Georgia, Illinois, and Tennessee, and HSH is in the process of completing medical equipment installations at these locations and hiring and training of staff. HSH is in the process of completing construction of facilities in Illinois, Tennessee, Georgia and Utah. The locations are set up under the following names, and the locations which are staffed, trained and ready to see patients are noted as such below:

Advance Care Medical Naperville IL - I, Inc. – this location is staffed, trained and ready to see patients

Advance Care Medical Romeoville IL- I, Inc.- this location is staffed, trained and ready to see patients

Advance Care Medical Clarkesville TN, Inc. - this location is staffed, trained and ready to see patients

Advance Care Medical Columbia TN, Inc. - this location is staffed, trained and ready to see patients

HSH’s wholly owned subsidiary HSH Surgical, Inc., (HSHS) is a Delaware corporation. HSHS is a physician-centric development and management company of multi-specialty, cardiology focused, ambulatory surgery centers. HSHS seeks to strive to become an industry-leading ambulatory surgery center (“ASC”) management and development company focused on partnering with physicians and employees to create an outstanding patient experience. HSHS seeks to partner with physicians to develop, design, build, credential, and then manage ASCs for, and with, their physician partners. HSHS also seeks to work with physicians in a joint-venture relationship with local hospitals or health systems, if we determine that such a relationship is in the best interest of the physicians and the ASC.

We believe that physician partners are the lifeline of any ASC, and they should retain control of the facility while HSHS can focus on adding value by managing the business side while allowing the physician partners to focus on patient care. As such, it is planned, that HSHS, will provide 30% of the funding for an initial ASC project, and the physicians will provide 70%, resulting in HSHS being a minority 30% owner of each ASC that it will manage and develops in partnership with physicians. It is planned that HSHS will only seek to partner with top-quality, board-certified surgeons to provide the surgical services at these ASC facilities.

HSHS also aims to be a direct provider of ambulatory surgery services, and all of the ambulatory and surgery business of HSH are run through this subsidiary. Our planned ASCs are comprised of a network offering multidisciplinary options. As discussed in detail above, on November 26, 2021, the Company and HSH and HSH’s wholly owned subsidiary HSH Surgical, Inc. (“HSHS”) entered into an Ambulatory Surgery Center Development Agreement with Jameson, LLC DBA American Development Partners, a Tennessee limited liability company. It is planned that our state-of-the-art facilities will provide same day out-patient surgical care including both diagnostic and preventative procedures.

It is planned that HSHS, will have a 30% ownership interest in numerous locations set up for our planned ambulatory surgery services, the first of which SARC by HSH ASC Pine Bluff has opened and is performing procedures in Pine Bluff, AR. The remaining ownership of these entities is planned to be held by physician providers.

We plan that a wide array of surgical services will be provided through these ASC’s, which are planned to include, but are not limited to, the following:

For each of these services, it is planned that HSHS, will bill accept both private and government insurances, and accept direct payments from patients.

To date HSHS has completed construction of a state of the art Ambulatory Surgery Center in Pine Bluff, Arkansas, and HSHS is in the process of completing construction in Utah and Texas. The locations are set up under the following names:

To date, the majority of HSH’s revenues have been generated through resales and marketing of medical products which HSH has done directly at the HSH level using the trade name HSHMS. HSH does not produce or manufacture its own products or services – rather, it is a third-party reseller of medical products and services, whereby medical companies grant HSH a right, which can be exclusive or non-exclusive, to market, distribute and sell such company’s medical products and services to physician customers in certain ~~share~~regions. In exchange, HSH receives a mark-up, which is generally twenty percent (20%) of the gross sales it makes from reselling those products and services.

HSH currently sells products across the U.S. in over 18 states. HSH’s customers are physicians, to which it markets and sells medical equipment, medical devices, laboratory services, and pharmacy services, as well as other services directly to its physician customers.

HSHMS was formed in the state of Delaware, and HSH plans to conduct all such resale and marketing activities through HSHMS. HSHMS is intended to focus on sales and marketing of medical products and services to doctors. All third-party products and services that will be resold by HSH are planned to be provided through this subsidiary.

HSH, now offers, and HSHMS, is planned to offer products and services in the following categories directly to physicians:

HSH has built strong relationships throughout the healthcare field over several years, and our sales team which has decades of medical practice relationships has helped our rolodex continue to grow through networking and current client referrals. HSH acquires its medical equipment and services by procuring and vetting various leading medical technology/manufacturing companies across the country based on availability, pricing, and overall service. The products and services are typically installed by the different vendors and serviced as required by the manufacturer(s). If these products and services require physical operation, HSH recruits the appropriate personnel to do so.

As noted above, the foregoing operations are intended to be conducted through HSHMS.

HSH has generated revenues through providing consulting services to Managed Service Organizations (“MSOs”). HSH has provided consulting services to Managed Service Organizations (“MSOs”). HSH intends to establish another wholly-owned operating subsidiary to provide Managed Service Organizations (MSOs) with both business management, development, and operational assistance. MSO physician groups operate under a single tax ID to optimize expenses against utilization of services to create a more efficient physician practice. In the past, HSH has directly provided such consulting services to MSO’s. In the future HSH seeks to provide these services solely through its operating subsidiaries.

A core focus of HSH’s MSO practice will be to provide consultation on the development and management of 100% MSO owned services in the ancillary space and provide operational support for them.

An MSO can be a gateway for providers to apply a population health lens to their practice or network with a focus on quality and outcomes, ultimately enabling the practice to better control overall the total cost of care. MSOs, administrative services organizations (ASOs), care management organizations (CMOs), population health services organizations (PHSOs) and the functions they provide, come in many shapes and sizes. The governance structure and functionality of an MSO is unique to the health system, independent practice association (IPA), ACO or health plan it is designed to serve. A provider taking risk can design or outsource an MSO for a single function/service or many functions/services depending on their needs. Many health systems are balancing the MSO type needs of a wholly owned or joint venture health plan, one or more ACOs and one or more IPAs. As a result, health systems and provider organizations are grappling with decisions about which functions they can realistically provide and how they can organize themselves to deliver these functions in a cost-effective way that allows them to capture and effectively manage as much of the premium dollar as possible.

HSH intends to work in collaboration with clients to help them understand the value of MSO infrastructure as they consider opportunities to manage risk, improve financial and clinical performance and meet the needs of all members. We plan that our subsidiaries will help clients to understand the scope of MSO service and capabilities, assess existing MSO services and capabilities and recommend solutions to optimize performance, align with market drivers, and achieve both short and long-term member management goals. We also intend to assist providers to establish their own MSO entities, including build/buy decision support, to help best control and manage risk. We will custom tailor consulting fee arrangements to the economic capabilities of our clients with both hourly payment charge options, total gross project billing, or monthly and annual retainer services.

HSH intends to be a comprehensive medical incubator and innovation center, with a team dedicated to accelerating development, building businesses, and improving patient outcomes. HSH’s team to date has worked with clinician innovators, university tech transfer offices, and academic researchers to design, engineer, prototype, and facilitate commercialization of a broad range of innovative medical products and companies.

HSH’s core management team of physicians, clinicians, and M&A subject matter experts are intended to collaborate closely with new product development teams, MedTech entrepreneurs, and medical providers seeking to accelerate time to market while reducing costs.

HSH plans to work to diligently to identify High Growth Healthcare Companies (HGHCs) that are candidates for the public market. In this capacity, we seek to:

We intend to perform these operations at the HSH level, and believe that our expertise in this field will prove valuable in our ability to identify and assist promising companies in this space.

On July 15, 2018, HSH entered into a consulting agreement (the ~~“Share Exchange~~“Consulting Agreement”) ~~by and among Verity, Verity Farms II, Aistiva, and Focus Systems,~~with DMM Advisors, Inc. (the “Consultant”) pursuant to which ~~Verity acquired 100%~~HSH engaged the Consultant to provide general business, management, advisory and support consulting services to HSH. As compensation under the Consulting Agreement, HSH agreed to pay the Consultant a non-refundable retainer of $100,000 per month and agreed to pay the Consultant a monthly automobile allowance of $2,500. The Consulting Agreement also provides that the Consultant will be eligible to receive awards from HSH under their stock and bonus plans once such plans are created and also eligible to be covered by liability insurance once HSH acquires same. Additionally, pursuant to the Consulting Agreement, the Consultant is eligible to receive a bonus in cash and in shares of HSH, as well as warrants to purchase shares of HSH, upon meeting certain milestones. The term of the ~~outstanding~~Consulting Agreement is for a period of three (3) years and will be automatically renewed for one (1) year terms unless terminated. The Consulting Agreement can be terminated by HSH for “cause” as such term is defined in the Consulting Agreement and the Consultant can terminate the Consulting Agreement at any time for any reason by giving HSH 30 days’ notice. HSH can also terminate the Consulting Agreement without cause at any time.

On October 1, 2018, HSH entered into a consulting agreement (the “Consulting Agreement”) with Stin Marketing Group, LLC (the “Consultant”) pursuant to which HSH engaged the Consultant to provide general business, advisory and transaction, support and consulting services to HSH. As compensation under the Consulting Agreement, HSH agreed to pay the Consultant by issuing warrants to purchase shares of HSH upon the occurrence of certain milestones. The term of the Consulting Agreement is for two (2) years and renews automatically for one (1) year terms unless terminated. The Consulting Agreement can be terminated by HSH for “cause” as such term is defined in the Consulting Agreement and the Consultant can terminate the Consulting Agreement at any time for any reason by giving HSH 30 days’ notice. HSH can also terminate the Consulting Agreement without cause at any time.

On October 1, 2018, HSH entered into a consulting agreement (the “Consulting Agreement”) with 168 Capital, Inc. (the “Consultant”) pursuant to which HSH engaged the Consultant to provide general business, advisory and transaction, support and consulting services to HSH. As compensation under the Consulting Agreement, HSH agreed to pay the Consultant by issuing warrants to purchase shares of HSH upon the occurrence of certain milestones. The term of the Consulting Agreement is for two (2) years and renews automatically for one (1) year terms unless terminated. The Consulting Agreement can be terminated by HSH for “cause” as such term is defined in the Consulting Agreement and the Consultant can terminate the Consulting Agreement at any time for any reason by giving HSH 30 days’ notice. HSH can also terminate the Consulting Agreement without cause at any time.

On October 1, 2018, HSH entered into a consulting agreement (the “Consulting Agreement”) with Alpha Properties, LLC (the “Consultant”) pursuant to which HSH engaged the Consultant to provide general business, advisory and transaction, support and consulting services to HSH. As compensation under the Consulting Agreement, HSH agreed to pay the Consultant by issuing warrants to purchase shares of HSH upon the occurrence of certain milestones. The term of the Consulting Agreement is for two (2) years and renews automatically for one (1) year terms unless terminated. The Consulting Agreement can be terminated by HSH for “cause” as such term is defined in the Consulting Agreement and the Consultant can terminate the Consulting Agreement at any time for any reason by giving HSH 30 days’ notice. HSH can also terminate the Consulting Agreement without cause at any time.

On July 15, 2018, HSH entered into a consulting agreement (the “Consulting Agreement”) with Black Label Services, Inc. (the “Consultant”) pursuant to which HSH engaged the Consultant to provide general business, management, advisory and support consulting services to HSH. As compensation under the Consulting Agreement, HSH agreed to pay the Consultant a non-refundable retainer of $100,000 per month and agreed to pay the Consultant a monthly automobile allowance of $2,500. The Consulting Agreement also provides that the Consultant will be eligible to receive awards from HSH under their stock and bonus plans once such plans are created and also eligible to be covered by liability insurance once HSH acquires same. Additionally, pursuant to the Consulting Agreement, the Consultant is eligible to receive a bonus in cash and in shares of ~~Verity Farms II. Verity Farms II~~HSH, as well as warrants to purchase shares of HSH, upon meeting certain milestones. The term of the Consulting Agreement is ~~dedicated~~for a period of five (5) years and will be automatically renewed for one (1) year terms unless terminated. The Consulting Agreement can be terminated by HSH for “cause” as such term is defined in the Consulting Agreement and the Consultant can terminate the Consulting Agreement at any time for any reason by giving HSH 30 days’ notice. HSH can also terminate the Consulting Agreement without cause at any time.

HSH, works with suppliers and manufacturing companies on a reseller basis. HSH utilizes its physician network to ~~providing consumers~~review, vet-out, and help implement new diagnostic and therapeutic treatments and devices in other physician offices. HSH is compensated by its suppliers and manufactures for the products and services that are resold through the HSH network. HSH has formed HSHMS to conduct these operations in the future.

For ACM and HSHS, “supply” will be in the form of quality medical physicians and healthcare workers that we recruit from various sources.

HSH is not materially reliant on any one supplier for its products or service offerings.

HSH utilizes third-party marketing agencies for its sales and marketing activities.

On October 6, 2020, HSH entered into a Master Services Agreement (the “MSA”) with ~~safe, high quality~~GrowthMed, Inc., a California corporation (“GrowthMed”). Pursuant to the MSA, GrowthMed agreed to provide HSH with custom responsive design and ~~nutritious food sources through sustainable crop~~initial website setup and ~~livestock production. Verity Farms II~~creation services as well as maintenance services for same, webhosting, advertising, email hosting and other related services (referred to herein as the “Services”). Pursuant to the MSA, HSH agreed to compensate GrowthMed with a total build fee of $30,000, including a $15,000 build fee deposit and a maintenance fee of $3,500 for the Services. The minimum term of the MSA is for 12 months (the “Minimum Term”) at which time the MSA will automatically renew for subsequent six (6) month periods until terminated by either party. Prior to the conclusion of the Minimum Term, the MSA can be terminated by either party, for any reason or no reason, upon 3 months written notice to the other party. After the conclusion of the Minimum Term, the MSA can be terminated by either party upon 30 days’ notice to the other party, with such notice required to be made at least 30 days prior to the next upcoming renewal date.

On April 12, 2021, HSH terminated the MSA with GrowthMed, Inc. in accordance with the terms of the MSA, and the Termination was effective immediately pursuant to terms and provisions of the MSA.

HSH has ~~built~~engaged Hearst Media Services - a full-service marketing/communications and technology firm that has been delivering targeted multi-channel programs and services for more than 100 years – to assist the ~~foundation~~Company with its digital marketing strategy. HSH entered into an agreement (the “Agreement”) with Hearst Media Services on February 11, 2021 for ~~expansion~~the foregoing services. There is a $13,000 set up fee and a $600 monthly rate payable by HSH to Hearst Media Services under the Agreement as compensation for the services thereunder. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.9 hereto and is incorporated by reference herein.

HSH believes that Hearst Media Services can help raise the Company’s profile and create increased awareness and greater visibility of HSH in the medical industry.

We have experienced, and expect to continue to experience, intense competition from a number of companies. Our primary competitors are HCA Healthcare, Texas Health Resources, UT Southwestern Medical Center, Tenet, DaVita and VCA. HSH is seeking to create a paradigm shift in the healthcare industry by creating a new form of national healthcare complex that is ~~diversified into three distinct, yet interlinked, divisions operating six business units. The three divisions: Soil Preservation, Verity Water Systems~~highly efficient, provides greater access for all patients and ~~Consumer Products. Soil Preservation consists~~drives superior patient outcomes. We believe that this paradigm shift will improve the financial sustainability of ~~Verity Farms~~the American healthcare system and ~~Verity Turf; Verity Water Systems comprises its own division; and, Consumer Products will consist~~lead to a higher quality of Verity Meats, Verity Produce and Verity Grains. The common goal within each business unit of Verity Farms II is to decrease chemical dependency, diminish the need for genetic modification, preserve the family farm, and ultimately, provide a nutritious, high-quality food to consumers.care.

~~Verity Farms (The VerityCorp. flagship, providing healthful~~However, many of our competitors and ~~sustainable food production services~~potential competitors have significantly greater financial, technological, and ~~products)~~other resources and name recognition than we do and more established distribution networks and relationships with healthcare providers. As a result, many of these companies may respond more quickly to new or emerging technologies and standards and changes in customer requirements. These companies may be able to invest more resources in research and development, strategic acquisitions, sales and marketing, patent prosecution, litigation, and financing capital equipment acquisitions for their customers.

~~Since~~HSH operates in the ~~1970’s, farmers associated with Verity Farms II~~healthcare industry and ~~its subsidiaries/predecessors have dedicated their farming practices~~seeks to ~~healthy soil~~implement and ~~non-GMO crop production based upon natural practices~~operate innovative health care models to create a patient-centered, physician-centric experience.

According to the US Bureau of Labor Statistics’ Occupational Outlook Handbook dated as of September 1, 2020, employment in healthcare occupations is projected to grow 15% from 2019 to 2029, much faster than the average for all occupations, adding about 2.4 million new jobs. Healthcare occupations are projected to add more jobs than any of the other occupational groups. This projected growth is mainly due to an aging population, leading to greater demand for healthcare services.

According to a report titled “Ambulatory Surgery Centers Market by Product, By Component, By Specialty Type, and ~~limited chemical applications. Since June 2011, substantial personnel~~By Geography - Global Drivers, Restraints, Opportunities, Trends, and ~~facilities resources have been invested into building an organizational model capable~~Forecast up to 2026” released by Research and Markets dated November 29, 2020, the estimated market value of ~~expanding those early efforts into an effective~~Ambulatory Surgery Centers in 2020 was $1.89 billion.

Ambulatory Surgery Centers are transforming healthcare delivery as well as the market for medical devices and efficient platform for growing natural and healthful food products. During the Spring and Summer of 2013,invaluable lessons learned over decades of specialized and practical applications upon thousands of acresequipment. By focusing on routine, lower-risk procedures in a more convenient setting, ASCs can offer surgical procedures at rates 35% to 50% lower than hospitals, according to a September 2019 report published by ~~dedicated farmers were finally distilled into Verity Farm’s first fully-integrated set of Soil~~Bain & Plant Health Programs. The programs remove substantial barriers for the farmer desiring to farm the Verity way by providing a unified methodology to unlock soil potential that was previously destroyed by excessive chemical usage.Company.

The ~~programs~~Urgent Care Association released its 2019 benchmarking report that showed the total number of centers had reached 9,616 as of November 2019, a 9.6% jump from the previous year. The number of Urgent Care Centers has increased steadily each year from 2013, when the total number of Urgent Care Centers was 6,100. Both Urgent Care Centers and Retail Clinics have continued to grow across the US as patients look for convenience and affordability, creating competition with traditional hospital and physician practice services.

Factors which are ~~V-1 SOIL HEALTH- preparing soil~~driving the market growth of Ambulatory Surgical Centers are an increase in the number of surgeries, a rise in the incidence of chronic diseases, and growth in the geriatric population. In addition to the above-mentioned factors, the advancements in technology, and surging demand for minimally invasive surgeries are fueling the ~~next crop, V-2 PLANT IGNITOR- nurturing seed~~growth of the Ambulatory Surgical Center market. The ASCs are more economical as compared to the hospitals and ~~soil~~nursing homes as they help patients with instant medical services and quick discharge facilities.

There is a demand to reduce increasing healthcare costs and move from inpatient to outpatient surgical procedures. The rising need of IT solutions such as Telehealth, and Remote Monitoring of the patient for ~~greater root systems, growth and yield potential, and V-3 PLANT ACCELERATORS- proper plant fueling during key growth stages.~~better management creates the market opportunity for Ambulatory Surgical Centers vendors to fulfill both the residential as well as commercial demand.

The ~~value~~rising number of ~~these programs is twofold. With substantial barriers removed in~~diseases and demand for outpatient surgery has heightened the ~~adoption of Verity methods, increased adoption rates are expected. Further,~~ growth of ~~Verity Farms will no longer be limited by a lack of highly specialized personnel~~the Ambulatory Surgical Centers. The ASCs are more economical as ~~non-specialized personnel can rely upon the programs to provide specific recommendations to our farmer/producer customers.~~

Development of the Soil & Plant Health Programs has been costly and labor intensive. However, major obstacles both in customer acquisition and organizational growth have now been eliminated, and the efficiencies of our newly developed programs will fuel Verity’s market penetration, scalability and profitability.

Verity Farms II has developed an environmentally-friendly, Organic Materials Review Institute (“OMRI”) approved fertilizer that produces a natural, weed-free lawn that is safe for both people and pets. The product is a natural offshoot of the farm services business of soil sustainability and healthful food production. It nurtures grass by enhancing the natural biology of the soil.

Verity Water Systems units are maintenance-free products designed to be used directly in water lines to both revitalize the water at the molecular level and to increase the water’s energy-carrying capability. Different models are designed accordingcompared to the ~~water capacity needed. Some potential benefits~~hospitals and nursing homes as they help patients with instant medical services and quick discharge facilities. Further, the vendors of ~~Verity Water Systems as represented by Verity include: healthier livestock~~Ambulatory Surgical Centers are spending huge capital in acquiring companies in order to develop innovative and poultry through improved hydration, oxygenation and vitality; plants require less water; increase in nutrient content of seed crops and produce; plants better withstand extremes in hot and freezing temperatures; significantly increased bio-availability of nutrients; longer shelf life of agricultural produce and cut flowers; decreased seed germination time; greatly improved aerobic bacterial activity; reduction in mineral deposits like calcium, iron and aragonite; reduced bio-uptake of pollutants and toxins; and increased life span of water valves, pipes, hot water heaters, swamp-coolers and humidifiers.technologically advanced Ambulatory Surgical Centers that can offer surgical treatment for various diseases.

The ~~addition~~growing rate of ~~Aistiva’s expertise~~old age population and ~~technology~~high occurrence of chronic diseases, gastrointestinal, diabetes resulting in ~~water enhancement, including~~eye related diseases, musculoskeletal and other diseases are the major drivers behind the opening of the technologically advanced Ambulatory Surgery Centers equipped with improved pain operating methods in the United States. The US ASC market is expected to grow at a remarkable pace in future. The demand for highly advanced ambulatory surgical centers is getting stronger all across the United States on the account of positive government initiatives to develop advanced healthcare infrastructure which is further offering opportunities for various ambulatory surgical center companies to expand their AquaLiv Water System product, is a major complement and exciting enhancement to Verity Water’s products and capabilities. The increased value and blended usage of both teams’ technologies and products are planned as resources allow. (See AquaLiv Water)presence in the United States.

Verity Grain comes from the harvest of Verity Farms Crops. These grains originate from only non-GMO (non-genetically modified organism) seeds which are raised on soil which has tested below detectable limits for 250 known carcinogensSignificant Federal and chemicals residues (test performed by independent labs using FDA and EPA test methods/guidelines). Following harvest, these grains are again tested for the 250 known carcinogens and chemical residues. Those grains which test free from those carcinogens and chemicals are then Verity Farms II certified to be fed to livestock and sold for consumption.

Verity Meats offers all-natural meat products born and raised with pride by American Family Farmers. Working with only a core group of dedicated livestock producers throughout South Dakota, Minnesota and Iowa, Verity has tailored production protocols to directly achieve end-product needs. By knowing the importance of using quality inputs for quality results, Verity Meats producers follow a program based on many years of practical knowledge and utilizes the best of animal nutrition, health, technology, and economics. Verity Family Farmers follow defined protocols for the production of their grain and livestock. The protocols require that only Verity Grains (chemical free) are to be fed to livestock. The result is the highest quality meats available, in both flavor and nutrition for the consumer. While operations have been limited to date, Verity Meats will expand as resources allow.

Verity Produce is the newest, and could become one of the most crucial components of Verity. Verity Produce consists of fruits and vegetables which are raised for human consumption. Verity Produce has been patterned after the Verity Farms crop production program, utilizing the same concept of creating a healthy, balanced soil. This creates an optimum environment for plants to grow and flourish. The V 1,2,3 programs are currently being adapted for produce production.

Aistiva’s scientists discovered that most substances and compounds have a unique information signature that influences biological processes via a magnetic cellular mechanism (non-chemical). Verity’s technology records this biologically significant magnetic information (bio-information) from a compound or substance and allows for the manipulation, combining, and subsequent transmittal to an organism. Bio-information from a variety of sources are combined and/or altered to produce a bio-information composite designed to influence specific biological processes. The composite can be transmitted to an organism via a variety of methods, including mineralized water, electromagnetic wave, or magnetic field. This technology has the potential to greatly enhance the Verity chemical free plant and animal productions.

~~The technology, while still at an early stage of development, already has direct applications in the industries of water purification, environmental science, agriculture, animal husbandry.~~

The AquaLiv Water System is a water purification and enhancement apparatus that produces a high-quality drinking water. A variety of technologies are utilized in the system to remove impurities from the water, add minerals to the water, alter the molecule to molecule bonding structure of the water molecules, improve the Oxidation Reduction Potential, and increase the pH, dissolved oxygen, and dissolved hydrogen content in the water. Additionally, the water’s bio-information is altered to resemble spring water before processing and treatment. The AquaLiv Water System has approximately 530 users and produces approximately 99% of Aistiva’s sales revenues. Verity’s food products are intended to benefit the health of humans, and the AquaLiv Water System is no different.

Infotone Hydrating Mist is a skincare product designed to clear blemishes, fade wrinkles, and even skin tone. Each mister contains a ceramic bead infused with Aistiva’s bio-information technology. The technology allows simple spring water to activate skin’s natural healing ability resulting in clear, youthful, and glowing skin. Infotone Hydrating Mist is refillable for a full year making it an economical and sustainable skincare product. The mist is 100% natural and hypoallergenic and contains no parabens, additives, chemicals, GMOs, fragrances or artificial ingredients. The benefits of using the product are primarily derived through the elimination of a common skin parasite responsible for irritation (found on 50% of all adults), decreasing the production of melanin in cells that are overproducing and increasing skin hydration. The Infotone Hydrating Mist has approximately 850 users and produces approximately 1% of Aistiva’s sales revenues. At present, the product is being reformulated to be more effective and non-refillable, the latter aspect of great importance to attracting retail distribution.

AgSmart Rice is a combined service and product offering that increases rice yields by 30-60% on average (data from actual commercial usage) while decreasing the duration before harvest by approximately one month. Treated rice crops are more resistant to pests, diseases, and wind/hail damage. AgSmart Rice is 100% natural and organic standards compliant and uses no chemical fertilizers, herbicides, or pesticides. AgSmart Rice benefits rice plants by encouraging greater root growth and photosynthesis ability. AgSmart Rice has been available since 2011 and is currently used by two farms at no charge for their aid in AgSmart Rice’s development. AgSmart Rice is not marketed due to a lack of financial resources and personnel. As of today, AgSmart Rice does not produce any revenue.

AgSmart Potato is a combined service and product offering that has shown increases in potato yields by over 100% in market value (calculated using recent size/weight values coupled with average test results between treated and untreated test plots) under initial company testing. Treated potato crops have a consistent number of potatoes compared to untreated crops. In addition, the average size and weight are significantly increased while the normal counts of waste-sized potatoes are greatly reduced. Treated crops have also shown to be more resistant to pests and diseases. AgSmart Potato is 100% natural and organic standards compliant and uses no chemical fertilizers, herbicides, or pesticides. AgSmart Potato benefits potato plants by encouraging greater root growth and photosynthesis ability while controlling bacterial and fungal activity. Verity plans on performing further third party commercial tests of the product prior to commercial distribution. The product is still under development and not yet available to the general public.

Based on Aistiva’s bio-information technology, NatuRx formulations utilize bio-information composites in lieu of active-molecules (drugs) for treatment. The formulations are non-toxic and have no contraindications. NatuRx formulations are in development and not yet available to the general public.

Verity’s practical and historically proven crop and animal production practices combined with the “scientific potential” of Aistiva’s next-generation technology, will be a synergistic combination that we believe provides Verity with a significant competitive advantage in the healthful food production industry.

Both Verity Farms II and Aistiva are in environments of heavy competition. However, each has competitive advantages that can propel their growth with proper resources and effective management. For each just a fraction of market share will provide substantial growth opportunities.

The competitive advantage of Verity lies in its extensive applied and accrued knowledge of sustainable farming practices. In the 1970’s, the easier and more attractive model of “PLANT – SPRAY – HARVEST” was developed. The 70’s model treated undesirable events with chemical-based solutions. Today, there is evidence that increased chemical usage destroys the productivity of soil and requires progressively more chemicals to achieve comparable yields with each passing year. These chemicals contaminate the crops and food produced from them, resulting in nutritional deficiencies and increased health risks for consumers. As the chemical-based model became predominant, traditional farming methods that required knowledge to “prevent” undesirable events were lost. Verity’s sustainable farming model is increasingly being recognized as an alternative to conventional chemical based agriculture, particularly as the healthful food sector continues to gain ground.

With the advancement of the V 1,2,3 programs, Verity Farms II has made nature-based food production both adoptable in the marketplace and scalable as Verity’s customer base increases. Combined with Aistiva’s products and technology, we believe Verity has a unique product and service offering in the marketplace.

~~PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS~~

~~A royalty agreement of the Verity Turf product developed with co-producers that vary from 3% to 1% of manufactured costs~~

~~AquaLiv® is a registered trademark belonging to Aistiva Corp. The trademark’s duration is perpetual while in use.~~

The Japanese patent personally owned by Dr. Ichimura, Aistiva’s Chief Science Officer, covers some aspects of Aistiva’s technology and was granted in 2008 for a term of 20 years. Dr. Ichimura, in his discretion, allows Aistiva the use of said patent. Verity currently has no other patents or patent applications pending relating to Aistiva.

~~For the fiscal years ending September 30, 2013 and 2012, Verity and its subsidiaries have spent approximately $36,140 and $1,213 on research and development costs, respectively.~~

As a healthcare company, we are subject to various laws and regulations governing our business. For example, all of ~~September 30, 2013 Verity~~our comprehensive care locations need to be licensed with the Centers for Medicare and ~~its subsidiaries had 25 employees~~Medicaid Services and ~~three independent contractors.~~

~~Item 1A. Risk Factors.~~state medical boards along with all of the physicians and nurse practitioners that are providing the medical care. All Ambulatory Surgery Centers must also go through a complex licensing procedure with the state in which they are located as well as all of the medical staff at each location.

~~An investment in~~Our operations and relationships with healthcare providers such as doctors, MSOs, hospitals, other healthcare facilities, and healthcare professionals are subject to extensive and increasing regulation by numerous federal, state, and local government entities. These laws and regulations often are interpreted broadly and enforced aggressively by multiple government agencies, including the U.S. Department of Health and Human Services Office of the Inspector General, the U.S. Department of Justice, Centers for Medicare and Medicaid, and various state authorities. We have included brief descriptions of some, but not all, of the laws and regulations that affect our ~~common stock involves significant risks. You should carefully consider the following risks and all other information set forth in this Annual Report before deciding to invest in our common stock. If~~business below.

Imposition of liabilities associated with a violation of any of ~~the events or developments described below occurs,~~these healthcare laws and regulations could have a material adverse effect on our business, financial condition, and results of operations. The Company cannot guarantee that its arrangements or business practices will not be subject to government scrutiny or be found to violate certain healthcare laws. Government investigations and prosecutions, even if we are ultimately found to be without fault, can be costly and disruptive to our business. Moreover, changes in healthcare legislation or government regulation may restrict our existing operations, ~~may suffer. In that case,~~limit the ~~value~~expansion of our ~~common stock~~business, or impose additional compliance requirements and costs, any of which could have a material adverse effect on our business, financial condition, and results of operations.

The federal False Claims Act imposes civil liability on individuals or entities that submit false or fraudulent claims for payment to the federal government. The False Claims Act provides, in part, that the federal government may ~~decline~~bring a lawsuit against any person whom it believes has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim for payment approved. Private parties may initiate qui tam whistleblower lawsuits against any person or entity under the False Claims Act in the name of the government and ~~you could lose~~may share in the proceeds of a successful suit.

The federal government has used the False Claims Act to prosecute a wide variety of alleged false claims and fraud allegedly perpetrated against Medicare and state healthcare programs. By way of illustration, these prosecutions may be based upon alleged coding errors, billing for services not rendered, billing services at a higher payment rate than appropriate, and billing for care that is not considered medically necessary. The government and a number of courts also have taken the position that claims presented in violation of certain other statutes, including the federal Anti-Kickback Statute or the Stark Law, can be considered a violation of the False Claims Act based on the theory that a provider impliedly certifies compliance with all applicable laws, regulations, and other rules when submitting claims for reimbursement.

Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages sustained by the government. A False Claims Act violation may provide the basis for the imposition of administrative penalties as well as exclusion from participation in governmental healthcare programs, including Medicare and Medicaid. In addition to the provisions of the False Claims Act, which provide for civil enforcement, the federal government also can use several criminal statutes to prosecute persons who are alleged to have submitted false or fraudulent claims for payment to the federal government.

A number of states have enacted false claims acts that are similar to the federal False Claims Act. Even more states are expected to do so in the future because Section 6031 of the Deficit Reduction Act of 2005 (“DRA”), amended the federal law to encourage these types of changes, along with a corresponding increase in state initiated false claims enforcement efforts. Under the DRA, if a state enacts a false claims act that is at least as stringent as the federal statute and that also meets certain other requirements, the state will be eligible to receive a greater share of any monetary recovery obtained pursuant to certain actions brought under the state’s false claims act. The Office of Inspector General (“OIG”), in consultation with the Attorney General of the United States, is responsible for determining if a state’s false claims act complies with the statutory requirements.

The federal Anti-Kickback Statute is a provision of the Social Security Act that prohibits as a felony offense the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (1) the referral of a patient for items or services for which payment may be made in whole or part under Medicare, Medicaid or other federal healthcare programs, (2) the furnishing or arranging for the furnishing of ~~your investment.~~items or services reimbursable under Medicare, Medicaid or other federal healthcare programs or (3) the purchase, lease, or order or arranging or recommending the purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The Affordable Care Act (“ACA”) amended section 1128B of the Social Security Act to make it clear that a person need not have actual knowledge of the statute, or specific intent to violate the statute, as a predicate for a violation. The OIG, which has the authority to impose administrative sanctions for violation of the statute, has adopted as its standard for review a judicial interpretation which concludes that the statute prohibits any arrangement where even one purpose of the remuneration is to induce or reward referrals. A violation of the Anti-Kickback Statute is a felony punishable by imprisonment, criminal fines of up to $25,000, civil fines of up to $50,000 per violation and three times the amount of the unlawful remuneration. A violation also can result in exclusion from Medicare, Medicaid, or other federal healthcare programs. In addition, pursuant to the changes of the ACA, a claim that includes items or services resulting from a violation of the Anti-Kickback Statute is a false claim for purposes of the False Claims Act.

~~You~~Due to the breadth of the Anti-Kickback Statute’s broad prohibitions, statutory exceptions exist that protect certain arrangements from prosecution. In addition, the OIG has published safe harbor regulations that specify arrangements that also are deemed protected from prosecution under the Anti-Kickback Statute, provided all applicable criteria are met. The failure of an activity to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute, but these arrangements may be subject to scrutiny and prosecution by enforcement agencies.

Some states have enacted statutes and regulations similar to the Anti-Kickback Statute, but which may be applicable regardless of the payor source for the patient. These state laws may contain exceptions and safe harbors that are different from and/or more limited than those of the federal law and that may vary from state to state.

The federal Stark Law, also known as the physician self-referral law, generally prohibits a physician from referring Medicare and Medicaid patients to an entity (including hospitals) providing ‘‘designated health services,’’ if the physician or a member of the physician’s immediate family has a ‘‘financial relationship’’ with the entity, unless a specific exception applies. Designated health services include, among other services, inpatient and outpatient hospital services, clinical laboratory services, certain imaging services, and other items or. The prohibition applies regardless of the reasons for the financial relationship and the referral; and therefore, unlike the federal Anti-Kickback Statute, intent to violate the law is not required. Like the Anti-Kickback Statute, the Stark Law contains a number of statutory and regulatory exceptions intended to protect certain types of transactions and business arrangements from penalty. Unlike safe harbors under the Anti-Kickback Statute with which compliance is voluntary, an arrangement must comply with every requirement of a Stark Law exception, or the arrangement is in violation of the Stark Law.

The penalties for violating the Stark Law can include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services and civil penalties of up to $15,000 for each violation, double damages, and possible exclusion from future participation in the governmental healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme.

Some states have enacted statutes and regulations similar to the Stark Law, but which may be applicable to the referral of patients regardless of their payor source and which may apply to different types of services. These state laws may contain statutory and regulatory exceptions that are different from those of the federal law and that may vary from state to state.

Because the Stark Law and its implementing regulations continue to evolve, we do not always have the benefit of significant regulatory or judicial interpretation of this law and its regulations. There can be no assurance that the arrangements entered into by us with physicians and facilities will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted.

Among other directives, the Administrative Simplification Provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), required the Department of Health and Human Services, or the HHS, to adopt standards to protect the privacy and security of certain health-related information. The HIPAA privacy regulations contain detailed requirements concerning the use and disclosure of individually identifiable health information by “HIPAA covered entities,” which include entities like the Company, and the providers we may work with.

In addition to the privacy requirements, HIPAA covered entities must implement certain administrative, physical, and technical security standards to protect the integrity, confidentiality and availability of certain electronic health information received, maintained, or transmitted. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

The American Recovery and Reinvestment Act enacted on February 18, 2009, included the Health Information Technology for Economic and Clinical Health Act (HITECH) which modified the HIPAA legislation significantly. Pursuant to HITECH, certain provisions of the HIPAA privacy and security regulations become directly applicable to “HIPAA business associates”.

Violations of the HIPAA privacy and security standards may result in civil and criminal penalties. Historically, these included: (1) civil money penalties of $100 per incident, to a maximum of $25,000, per person, per year, per standard violated and (2) depending upon the nature of the violation, fines of up to $250,000 and imprisonment for up to ten years. The passage of HITECH significantly modified the enforcement structure, creating a tiered system of civil money penalties that range from $100 to $50,000 per violation, with a cap of $1.5 million per year for identical violations. We must also comply with the “breach notification” regulations, which implement certain provisions of HITECH. Under these regulations, in addition to reasonable remediation, covered entities must promptly notify affected individuals in the case of a breach of “unsecured PHI,” which is defined by HHS guidance, as well as the HHS Secretary and the media in cases where a breach affects more than 500 individuals. Breaches affecting fewer than 500 individuals must be reported to the HHS Secretary on an annual basis. The regulations also require business associates of covered entities to notify the covered entity of breaches at or by the business associate.

Many states also have laws that protect the privacy and security of confidential, personal information. These laws may be similar to or even more stringent than the federal provisions. Not only may some of these state laws impose fines and penalties upon violators, but some may afford private rights of action to individuals who believe their personal information has been misused.

In addition to privacy and security laws focused on health care data, multiple other federal and state laws regulate the use and disclosure of consumer’s financial information (“Personal Information”). Many of these laws also require administrative, technical, and physical safeguards to prevent unauthorized use or disclosure of Personal Information, including mandated processes and timeframes for notification of possible or actual breaches of Personal Information to the affected individual. The Federal Trade Commission primarily oversees compliance with the federal laws relevant to us, while state laws are addressed by the state attorney general or other respective state agencies. As with HIPAA, enforcement of laws protecting financial information is increasing. Examples of relevant federal laws include the Fair Credit Reporting Act, the Electronic Communications Privacy Act, and the Computer Fraud and Abuse Act.

In 1995, Congress amended the federal criminal statutes set forth in Title 18 of the United States Code by defining additional federal crimes that could have an impact on our business, including “Health Care Fraud” and “False Statements Relating to Health Care Matters.” The Health Care Fraud provision prohibits any person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program. As defined in this provision of Title 18, a “healthcare benefit program” can be either a government or private payor plan. Violation of this statute may be charged as a felony offense and may result in fines, imprisonment, or both. The ACA amended section 1347 of Title 18 to provide that a person may be convicted under the Health Care Fraud provision even in the absence of proof that the person had actual knowledge of, or specific intent to violate, the statute.

The False Statements Relating to Health Care Matters provision prohibits, in any matter involving a federal health care program, anyone from knowingly and willfully falsifying, concealing, or covering up, by any trick, scheme or device, a material fact, or making any materially false, fictitious, or fraudulent statement or representation, or making or using any materially false writing or document knowing that it contains a materially false or fraudulent statement. A violation of this statute may be charged as a felony offense and may result in fines, imprisonment, or both.

Under the Civil Monetary Penalties law of the Social Security Act, a person, including any individual or organization, may be subject to civil monetary penalties, treble damages, and exclusion from participation in federal health care programs for certain specified conduct. One provision of the Civil Monetary Penalties law precludes any person (including an organization) from knowingly presenting or causing to be presented to any United States officer, employee, agent, or department, or any state agency, a claim for payment for medical or other items or services that the person knows or should ~~consider~~know (a) were not provided as described in the coding of the claim, (b) is a false or fraudulent claim, (c) is for a service furnished by an unlicensed physician, (d) is for medical or other items or service furnished by a person or an entity that is in a period of exclusion from the program or (e) are medically unnecessary items or services. Violations of the law may result in penalties of up to $10,000 per claim, treble damages, and exclusion from federal healthcare programs. In addition, the OIG may impose civil monetary penalties against any physician who knowingly accepts payment from a hospital (as well as against the hospital making the payment) as an inducement to reduce or limit services provided to Medicare or Medicaid program beneficiaries. Further, except as specifically permitted under the Civil Monetary Penalties law, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration that the person knows or should know is likely to influence the beneficiary’s selection of a particular provider of Medicare or Medicaid payable items or services may be liable for civil money penalties of up to $10,000 for each wrongful act.

In addition to the state laws previously described, we also are subject to other state fraud and abuse statutes and regulations. Many of the states in which we operate or plan to expand to have adopted a form of anti-kickback law, self-referral prohibition, and false claims and insurance fraud prohibition. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Generally, state laws reach to all healthcare services and not just those covered under a governmental healthcare program. A determination of liability under any of these laws could result in fines and penalties and restrictions on our ability to operate in these states. We cannot assure that our arrangements or business practices will not be subject to government scrutiny or be found to violate applicable fraud and abuse laws.

The providers we may work with are subject to numerous federal, state, and local licensing laws and regulations, relating to, among other things, professional credentialing, and professional ethics. Since the Company provides its services to healthcare facilities, it may indirectly be subject to laws applicable to those entities as well as ethical guidelines and operating standards of professional trade associations and private accreditation commissions, such as the American Medical Association and The Joint Commission. There are penalties for non-compliance with these laws and standards, including loss of professional license, civil or criminal fines and penalties, loss of hospital admitting privileges, and exclusion from participation in various governmental and other third-party healthcare programs. Our ability to operate profitably will depend, in part, upon our ability and the ability of the providers to obtain and maintain all necessary licenses and other approvals and operate in compliance with applicable health care laws and regulations, including any new laws and regulations or new interpretations of existing laws and regulations.

The Company does not currently own any patents or trademarks. The Company expects to rely on trade secrets and proprietary know-how protection for our confidential and proprietary information, however we have not yet taken security measures to protect this information.

We currently have 50 full time employees, 12 consultants, 6 independently contracted sales representatives and 4 part time employees.

We intend to furnish our shareholders’ annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the ~~following risk factors and any other information set forth in this~~first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and ~~the other reports filed by the Company~~Current Reports on Form 8-K with the Securities and Exchange Commission ~~(the “SEC”), including~~in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the ~~Company’s financial~~Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and ~~related notes, in evaluating~~other information regarding issuers that file electronically with the ~~Company’s business and prospects.~~SEC. The ~~risks and uncertainties described below are not the only ones~~address of that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occurs, the Company’s business and financial condition, results or prospects could be harmed.site is www.sec.gov.

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS ANNUAL REPORT ON FORM 10-K BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY’S COMMON STOCK. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO THE COMPANY OR THAT THE COMPANY CURRENTLY DEEMS IMMATERIAL MAY ALSO IMPAIR THE COMPANY’S BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OR THE COMPANY’S COMMON STOCK COULD DECLINE AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. THIS ANNUAL REPORT ON FORM 10-K ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. PLEASE SEE “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS”.

~~If our efforts to attract and retain customers are not successful, our business will be adversely affected.~~

~~Verity is a healthy food integrator and has developed a solution for farmers to enhance soil health and improve sustainable agriculture.~~ The Verity solution is a new program for farmers to convert from current farming practices and farmers do not have the ability to convert an entire farm to a new process. Farmers will dedicate a percentage of growing acreage to test the Verity method before committing additional acreage for the Verity program.Company was previously in receivership.

The ~~risks~~Company was previously in receivership. On May 16, 2016, pursuant to Case Number A16-733815-B, Nevada’s 8th Judicial District, Business Court, appointed Robert Stevens as receiver (the “Receiver”) for the Company. Creditors of ~~maintaining, attracting and retaining customers are as follows; a) Farmers may~~the Company were required to provide claims in writing under oath on or before November 3, 2016, or they would be ~~slow to adapt to new growing methods or technologies~~barred under Nevada Revised Statute §78.675. Since May 16, 2016, through the date of the Merger, the Company was operating under the direction of the Receiver. On March 5, 2018, the District Court in Clark County, Nevada approved a plan of reorganization for the Company and the ~~long sales cycle could have an adverse effect on revenue growth, b) Farmers do not have~~discharge of the ~~ability~~Receiver upon completion of his duties under the court order. Upon the Closing of the Merger, the reorganization of the Company described in the court order was completed and, as a result and pursuant to ~~quickly change growing methods~~the court order dated March 5, 2018, the Receiver was automatically discharged and c) the ~~marketplace for sustainable agriculture is very popular; however~~receivership was automatically terminated such that no further action was needed by the ~~conversion from traditional methods to sustainable methods requires an investment of time, capital~~Receiver or the Company in connection with the receivership, and ~~acreage~~such that ~~can disrupt a farmer’s supply chain deliverables to its customers, d) the marketplace may not require or demand a healthy food integrator.~~Company was no longer in receivership.

~~The farming/agriculture business~~Our auditors have indicated that there is our core customer, and the business is dependent on outside factors (i.e., weather that can shorten or destroy growing seasons, customer demand, insect infestation, etc.).Many farmers have often experienced setbacks after making commitments to organizations that asked the farmer to produce more healthful food at their expense, only to have the purchase commitment withdrawn after production was completed. This factor caused many farmers to fail, and they can be hesitant to change methods without testing a small portion of the growing acreage.

~~If we do not generate adequate revenues to finance our operations, our business could fail.~~

Upon the completion of the Exchange, the combined retained deficit of Verity was $9,253,073. Since that time through September 30, 2013, we had additional net losses of $1,575,608. Our expected revenue generation and expenses are difficult to predict because of the annual nature of farming, and there can be no assurance that revenues will be sufficient to cover operating costs for the foreseeable future. It is expected it will be necessary to raise additional funds for our operations. If we are unable to raise funds to cover any operating deficit or dramatically reduce our operational costs in the next twelve months, our business could fail.

~~Because we had incurred a loss and have not fully implemented our planned principal operations, our accountants have expressed doubts about our ability to continue as a going concern.~~

~~For the fiscal year ended September 30, 2013, our accountants have expressed~~substantial doubt about our ability to continue as a going concern.

Our financial statements have been prepared assuming that we will continue as a ~~result~~going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of the financial statements for the Company included elsewhere in this report. We have incurred significant operating losses since ~~inception, the failure to yet commence planned principal operations, and current liabilities in excess of current assets. Our ability to achieve and maintain profitability and positive~~inception. Because we do not expect that existing operational cash flow ~~is dependent on such factors as~~will be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to ~~dramatically increase sales through~~continue as a going concern. Therefore, we will need to raise additional funds and is currently exploring alternative sources of financing. On September 30, 2021, we had an accumulated deficit of $29,171,161. Excluding investments of $89,823,346 which are not intended to be used for working capital, we had negative working capital of $11,168,765. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Our continuation as a going concern is dependent upon the ability to raise financing from third parties and generating revenues from operations. There is no assurance that we will be successful in doing so. For further discussion about our ~~newly established V 1,2,3 programs~~ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are an early-stage company with a limited operating history. Such limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. HSH was formed on November 27, 2017. We have limited experience and operating history in which to assess our future prospects as a company. In addition, the market for our products and services is highly competitive. If we fail to successfully develop and offer our products and services in an increasingly competitive market, we may not be able to capture the growth opportunities associated with them or recover our development and marketing costs, and our future results of operations and growth strategies could be adversely affected. Our limited history may not provide a ~~substantial special contract. Based upon current expectations~~meaningful basis for investors to evaluate our business, financial performance, and prospects.

Our shareholders may lose their entire investment if we ~~anticipate that~~fail to execute our ~~operating costs may continue~~business plan. Our prospects must be considered in light of the following risks and uncertainties, including but not limited to, ~~exceed our needed revenues.~~competition, the erosion of ongoing revenue streams, the ability to retain experienced personnel and general economic conditions. We cannot guarantee that we will be successful in ~~generating sufficient revenues~~executing our business plan. If we fail to successfully execute our business plan, we may be forced to cease operations, in which case our shareholders may lose their entire investment.

We have a history of losses and may have to further reduce our costs by curtailing future operations to continue as a business.

Historically we have had operating losses and our cash flow has been inadequate to support our ongoing operations. Our ability to fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to gain interest in our products and services and continue growing our existing operations. If we cannot continue to generate positive cash flow from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our business.

We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We expect that we will pursue acquisitions of other ~~funds~~businesses, assets, or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to ~~cover these operating costs. Failure~~grow our business at our anticipated rate will be impaired.

We may pay for acquisitions by issuing additional shares of our common stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to ~~generate~~operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

Our management team’s attention may be diverted by recent acquisitions and searches for new acquisition targets, and our business and operations may suffer adverse consequences as a result.

Mergers and acquisitions are time intensive, requiring significant commitment of our management team’s focus and resources. If our management team spends too much time focused on recent acquisitions or on potential acquisition targets, our management team may not have sufficient ~~revenues increases~~time to focus on our existing business and operations. This diversion of attention could have material and adverse consequences on our operations and our ability to be profitable.

The continued outbreak of the ~~risk~~coronavirus may cause an overall decline in the economy as a whole and may materially harm our Company.

Our growth strategy will place significant demands on our management and financial, administrative, and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative, and other resources. If the Company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

By incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well carry out its acquisition strategy and other business objectives.

Economic conditions or changing consumer preferences could adversely impact our business.

A downturn in economic conditions in one or more of the Company’s markets could have a material adverse effect on our results of operations, financial condition, business, and prospects. In addition, an economic downturn, coupled with sustained unemployment, may also impact the number of enrollees in managed care programs as well as the profitability of managed care companies, which could result in reduced reimbursement rates. The existing federal deficit, as well as deficit spending by the government as the result of adverse developments in the economy or other reasons, can lead to continuing pressure to reduce government expenditures for other purposes, including government-funded programs in which we participate, such as Medicare and Medicaid. Such actions in turn may adversely affect our results of operations. Although we attempt to stay informed of government and customer trends, any sustained failure to identify and respond to trends could have a material adverse effect on our results of operations, financial condition, business, and prospects.

The Company’s success depends upon the ability to adapt to a changing market and continued development of additional products and services.

Although we expect to provide a broad and competitive range of products and services, there can be no assurance of acceptance by the marketplace. The procurement of new contracts by the Company may be dependent upon the continuing results achieved, upon pricing and operational considerations, as well as the potential need for continuing improvement to existing products and services. Moreover, the markets for such products and services may not develop as expected nor can there be any assurance that we will be successful in our marketing of any such services.

The healthcare industry is competitive, and we may not be able to compete effectively.

There are other companies and individuals currently providing similar products and services as us in the healthcare industry. We compete directly with national, regional, and local companies. Other companies could enter the market in the future and divert some or all of our business. Our competitors may have greater financial and other resources available to them. Existing or future competitors also may seek to compete with us for acquisitions, which could have the effect of increasing the price and reducing the number of suitable acquisitions, which would have an adverse impact on our growth strategy. We may be unable to successfully compete with these competitors and may expend significant resources without success.

The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

The commercial success of our products and services is dependent, in part, on factors outside our control.

The commercial success of our products and services is dependent upon unpredictable and volatile factors beyond our control, such as the success of our competitors’ products and services. Our failure to attract market acceptance and a sustainable competitive advantage over our competitors would materially harm our business.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

We are currently delinquent in our SEC Reporting Obligations for the periodic reports due to be filed from June 2014 to March 2019, as well as for the periodic reports due to be filed for the quarters ended December 31, 2021 and March 31, 2022. The Company plans to make up the foregoing reports, however, there can be no assurance that it will be able to do so as planned. If we are unable to make up such delinquent periodic reports, it may cause difficulties in FINRA processing any corporate actions submitted by the Company as well as difficulty moving up from the Expert Market to the OTC Pink Tier. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

The healthcare industry is complex and intensely regulated at the federal, state, and local levels and government authorities may determine that we have failed to comply with applicable laws or regulations.

As a company involved in the provision of healthcare services, we are subject to a myriad of federal, state, and local laws and regulations. There are significant costs involved in complying with these laws and regulations. Moreover, if we are found to have violated any applicable laws or regulations, we could be subject to civil and/or criminal damages, fines, sanctions, or penalties, including exclusion from participation in governmental healthcare programs, such as Medicare and Medicaid. We may also be required to change our method of operations. These consequences could be the result of current conduct or even conduct that occurred a number of years ago. We also could incur significant costs merely if we become the subject of an additional investigation or legal proceeding alleging a violation of these laws and regulations. We cannot predict whether a federal, state, or local government will determine that we are not operating in accordance with law, or whether the laws will change in the future and impact our business. Any of these actions could have a material adverse effect on our business, financial condition, and results of operations.

The following is a non-exhaustive list of some of the more significant healthcare laws and regulations that affect us:

Our revenue may be negatively impacted by the failure of our providers to appropriately document services they provide.

We rely upon our providers to appropriately and accurately complete necessary medical record documentation and assign appropriate reimbursement codes for their services. If our providers have provided incorrect or incomplete documentation or selected inaccurate reimbursement codes, this could result in nonpayment for services rendered or lead to allegations of billing fraud. This could subsequently lead to civil and criminal penalties, including exclusion from government healthcare programs, such as Medicare and Medicaid. In addition, third-party payors may disallow, in whole or in part, requests for reimbursement based on determinations that certain amounts are not covered, services provided were not medically necessary, or supporting documentation was not adequate. Retroactive adjustments may change amounts realized from third-party payors and result in recoupments or refund demands, affecting revenue already received.

Changes associated with reimbursement by third-party payors for the Company’s services may adversely affect operating results and financial condition.

The medical services industry is undergoing significant changes with third-party payors that are taking measures to reduce reimbursement rates or in some cases, denying reimbursement altogether. There is no assurance that third-party payors will continue to pay for the services provided by our providers which will have a material adverse effect on our results of operations, financial condition, business, and prospects.

Compliance with federal and state privacy and information security laws is expensive, and we may be subject to government or private actions due to privacy and security breaches.

We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security, and confidentiality of patient health information (“PHI”), including HIPAA and HITECH. Despite our efforts to prevent security and privacy breaches, they may still occur. If any non-compliance with existing or new laws and regulations related to PHI results in privacy or security breaches, we could be subject to monetary fines, civil suits, civil penalties, or even criminal sanctions. As a result of the expanded scope of HIPAA through HITECH, we may incur significant costs in order to minimize the amount of “unsecured PHI” we handle and retain or to implement improved administrative, technical, or physical safeguards to protect PHI. We may incur significant costs in order to demonstrate and document whether there is a low probability that the PHI has been compromised in order to overcome the presumption that an impermissible use or disclosure of PHI results in a reportable breach. We may incur significant costs to notify the relevant individuals, government entities, and, in some cases, the media, in the event of a breach and to provide appropriate remediation and monitoring to mitigate the possible damage done by any such breach.

If we are unable to effectively adapt to changes in the healthcare industry, including changes to laws and regulations regarding or affecting healthcare reform or the healthcare industry, our business may be harmed.

Due to the importance of the healthcare industry in the lives of all Americans, federal, state, and local legislative bodies frequently pass legislation and promulgate regulations relating to healthcare reform or that affect healthcare business. It is reasonable to believe that there may be increased federal oversight and regulation of the healthcare industry in the future. We cannot assure you as to the ultimate content, timing, or effect of any healthcare reform legislation, nor is it possible at this time to estimate the impact of potential legislation on our business. It is possible that future legislation enacted by Congress or state legislatures could adversely affect our business or could change the operating environment of our providers to which we provide our products and services. It is possible that the changes to the Medicare or other governmental healthcare program reimbursements may serve as precedent to possible changes in other payors’ reimbursement policies in a manner adverse to us. Similarly, changes in private payor reimbursements could lead to adverse changes in Medicare and other governmental healthcare programs which could have a material adverse effect on our business, financial condition, and results of operations.

Our Common Stock Currently Trades on the Expert Market Tier of OTC Marketsand is Labeled as “Delinquent SEC Reporting.”

Our common stock currently trades on the Expert Market Tier of OTC Market Group LLC’s Marketplace under the symbol “HSMD” and is labeled as “Delinquent SEC Reporting” at this time. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Stock on the Expert Market is not eligible for proprietary broker-dealer quotations. All quotes in stock on the Expert Market reflect unsolicited customer orders. Unsolicited-Only stocks, such as ours, have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling our stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making in our stock. The Expert Market serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public viewing. OTC Markets Group may designate securities for quoting on the Expert Market when it is not able to confirm that the company is making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting.

Because we are currently delinquent in our SEC filings, the holders of our restricted securities will not be able to sell their securities in reliance on Rule 144.

Because we are currently delinquent in our SEC filings, the holders of our restricted securities will not be able to sell their securities in reliance on Rule 144. Accordingly, at this time, holders of our restricted securities cannot sell those securities in reliance on Rule 144. This restriction may have potential adverse effects on future efforts to form additional capital through unregistered offerings.

Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by former shell companies.

Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months for the common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.

The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

As a result of the Merger as described in Items 1.01 and 2.01, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

While we believe that as a result of the Merger, the Company ceased to be a shell company, the SEC, and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

(i) the issuer of the securities that was formerly a shell company has ceased to be a shell company,

(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

(iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

(iv) at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.”

Although the Company filed Form 10 Information with the SEC on its Current Report on Form 8-K on April 21, 2021, shareholders who receive the Company’s restricted securities will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exception and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company. No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that it will not again be a shell company.

The sale of the additional shares of Common Stock could cause dilution as well as the value of our Common Stock to decline.

The sale of a substantial number of shares of our common stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

Our Common Stock constitutes restricted securities and is subject to limited transferability.

All of our common stock shares, should be considered a long-term, illiquid investment. Common. In addition, our common stock, is not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early-stage companies, and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public market, the price of our stock could ~~dilute current~~fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

The market price of our stock may also fluctuate significantly in response, but not limited, to the following factors, most of which are beyond our control:

Any such fluctuations may adversely affect the market price or value of our common stock, regardless of our actual operating performance. As a result, stockholders ~~and~~may be unable to sell their shares, or may be forced to sell them at a loss.

Our Common Stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our common stock ~~if a public trading market develops.~~

We have the authority to issue up to 1,000,000,000 shares of common stock, 50,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. We are currently working on financing plans for future growth and acquisitions, product development, and service development. We may need to raise additional capital to fund operations. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. Verity has the ability to issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval, or in connection with one or more acquisitions. No such transactions currently are planned.

The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors’ authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, or proxy contest by making these attempts more difficult or costly to achieve.

~~Our articles of incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.~~

Our Articles of Incorporation eliminate the liability of our directors for monetary damages to the fullest extent permissible under Nevada law. Nevada law permits the elimination of the personal liability of a director or officer for damages for breach of fiduciary duty as a director or officer. Although such a provision must not eliminate the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (b) the payment of distributions in violation of Nevada Revised Statutes Section 78.300. This exculpatory provision may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~Increased competition in the production of food, crop inputs, turf and water services could affect our ability to successfully market our products.~~

Each of our businesses operates in highly competitive arenas. There are numerous companies providing similar services and products in the United States. Many of our competitors may have greater financial resources and perhaps more expertise in these arenas. Our ability to generate revenues will depend on our ability to successfully market our products in this highly competitive environment.

~~Enforcing and protecting our proprietary information can be costly and adversely affect our business, results of operations and financial condition~~

If we are not able to adequately protect or enforce our proprietary information or if we become subject to infringement claims by others, our business, results of operations and financial condition may be materially adversely affected. We may need to engage in future litigation to enforce our intellectual property rights or the rights of our customers, to protect our trade secrets, or to determine the validity and scope of proprietary rights of others, including our customers. We also may need to engage in litigation in the future to enforce patent rights. In addition, we may receive communications from third parties asserting that our products infringe the proprietary rights of third parties. We cannot assure you that any such claims would not result in protracted and costly litigation. Such litigation could result in substantial costs and diversion of our resources and could materially and adversely affect our business, financial condition and results of operations. Furthermore, we cannot assure you that we will have the financial resources to vigorously defend or enforce our proprietary technology.

~~The share voting control position of officers and directors may limit the ability of other stockholders to influence corporate actions.~~

Officers and directors control voting rights equal to at least 51% of the outstanding shares. Other stockholders, individually or as a group, will be at a disadvantage in their ability to effectively influence the election or removal of our officers and directors, the supervision and management of the business or a change in control of, or the sale of, our company, even if stockholder believed such changes were in the best interest of our stockholders.

~~At this time we are not listed on the OTCBB, which could limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.~~

At this time, we are not listed on the OTCBB. We plan to begin the relisting process for the OTCBB in the next fiscal year. Currently, we are solely listed on the OTC Markets OTCQB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTCBB, which may have an adverse material effect on our company.

~~Because the public market for shares of our common stock is limited, investors may be unable to resell their shares of common stock.~~

Currently, there is only a limited public market for our common stock on the OTCQB in the United States. Thus, investors may be unable to resell their shares of our common stock. The development of an active public trading market depends upon the existence of willing buyers and sellers who are able to sell their shares as well as market makers willing to create a market in such shares. Under these circumstances, the market bid and ask prices for the shares may be significantly influenced by the decisions of the market makers to buy or sell the shares for their own account. Such decisions of the market makers may be critical for the establishment and maintenance of a liquid public market in our common stock. Market makers are not required to maintain a continuous two-sided market and are free to withdraw firm quotations at any time. We cannot give you any assurance that an active public trading market for the shares will develop or be sustained.

~~The application of the “penny stock” rules could adversely affect the market price of our common shares~~ and increase ~~your~~ transaction costs to sell those shares.

The ~~U.S. Securities and Exchange Commission (the “SEC”)~~SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

~~In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:~~

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

~~As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.~~

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, Verity will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by Verity contained a material misstatement of fact or was misleading in any material respect because of Verity’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

~~Compliance and continued monitoring in connection with changing regulation of corporate governance and public disclosure may result in additional expenses.~~

Changing laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations and standards are subject to varying interpretations in many cases. As a result, their application in practice may evolve over time. We are committed to maintaining high standards of corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and may divert management time and attention from the achievement of revenue generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to uncertainties related to practice, our reputation might be harmed which could have a significant impact on our stock price and our business. In addition, the ongoing maintenance of these procedures to be in compliance with these laws, regulations and standards could result in significant increase in costs.

The market price for our ~~common shares~~Common Stocks is particularly volatile ~~given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits~~ which could lead to wide fluctuations in our share price. You may be unable to sell your ~~common~~Common Stock shares at or above your purchase price, or at all, which may result in substantial losses to you.

The market for our common ~~shares~~stock is characterized by significant price volatility when compared to ~~the shares of larger, more established companies that trade on a national securities exchange and have large public floats,~~seasoned issuers, and we expect that our share price will continue to be more volatile than ~~the shares of such larger, more established companies~~a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a ~~larger, more established company that trades on a national securities exchange and has a large public float.~~seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common ~~shares,~~stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, ~~including as to whether our common shares will sustain their current market prices,~~ or as to what effect ~~that~~ the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.

Because we will likely issue additional shares of our Common Stock, investment in the Company could be subject to substantial dilution.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 1,400,000,000 shares of common stock. We anticipate that all or at least some, or potentially all, of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted FINRA Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We ~~do not anticipate paying~~have never declared or paid any cash dividends on our ~~common~~ stock and do not intend to pay any cash dividends in the foreseeable future. We ~~may not have sufficient funds to legally pay dividends. Even if funds are legally available~~anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends ~~we may nevertheless decide~~ in ~~our sole discretion not to pay dividends. The declaration, payment and amount of any~~the future ~~dividends~~ will be ~~made~~ at the discretion of our ~~board~~Board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.Directors.

~~As a public company,~~If we are ~~subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance.~~

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply.

~~Failure~~unable to comply with ~~these~~the financial reporting requirements ~~can have numerous adverse consequences including, but~~mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not ~~limited to,~~maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our ~~inability to file required~~ periodic reports onfiled under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a ~~timely basis, loss~~lack of ~~market~~investor confidence ~~and/or governmental or private actions against us. We cannot assure you that we will be able~~in the reliability and accuracy of our public reporting could cause our stock price to ~~comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.~~decline.

~~Orange City Warehouse~~Prior to the Merger, the Company’s headquarters were located at ~~3480 440~~^th387 Corona St., Suite 555, Denver, CO 80218. Since the Merger, the Company no longer uses the foregoing property.

Effective as of the Closing of the Merger, the Company’s principal office is located at 3 School St, ~~Orange City, Iowa, 51041, $300,000 purchase price, Mortgage Loan~~Suite 303, Glen Cove, NY 11542, where it leases approximately 2,250 square feet of office space at ~~4.7% interest,~~a monthly ~~payments are $2000~~rent of $2,500 per month. Pursuant to the terms of the lease, the monthly rent will go up to $2,575 per month ~~principal of $256,662.08 due 1/1/2015.~~starting on September 15, 2021 and will remain at this amount until September 14, 2022. The lease term ends on September 14, 2022. We believe that these facilities are adequate to support the Company’s existing operations and that we will be able to obtain appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary.

~~Pelham Warehouse at 2159 US Hwy 19~~^th ~~So. Pelham, Georgia, 31779, $500,000 purchase price, 5 year Mortgage 6.0% interest, annual payment $100,000 due September 20~~^th ~~each year.~~

~~Sioux Falls 240 Acre Land Acquisition at 25910 Slip up Creek, Sioux Falls, SD, purchase price $2,400,000, 6 year mortgage loan at 6%, annual payment $400,000 due September 20~~^th ~~each year.~~

~~The Pelham Warehouse and Sioux Falls Land are mortgage loans held bya board member and principal stockholder. At September 30~~^th~~2013 the annual payment due for the Pelham Warehouse and Sioux Falls Land was deferred until September 2014.~~

~~We are currently not~~The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation ~~that we believe could~~to which the Company is a party, other than the receivership as discussed below, or which any of its property is the subject and which would have aany material, adverse effect on ~~our financial condition~~the Company.

The Company was previously in receivership. On May 16, 2016, pursuant to Case Number A16-733815-B, Nevada’s 8th Judicial District, Business Court, appointed Robert Stevens as receiver (the “Receiver”) for the Company. Creditors of the Company were required to provide claims in writing under oath on or ~~results~~before November 3, 2016, or they would be barred under Nevada Revised Statute §78.675. Since May 16, 2016, through the date of ~~operations. There is no action, suit, proceeding, inquiry or investigation before or by any~~the Merger, the Company was operating under the direction of the Receiver. On March 5, 2018, the District Court in Clark County, Nevada approved a plan of reorganization for the Company and the discharge of the Receiver upon completion of his duties under the court ~~public board, government agency, self-regulatory organization or body pending or,~~order. Upon the Closing of the Merger, the reorganization of the Company described in the court order was completed and, as a result and pursuant to the ~~knowledge of~~court order dated March 5, 2018, the ~~executive officers of our company~~Receiver was automatically discharged and the receivership was automatically terminated such that no further action was needed by the Receiver or ~~any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors~~the Company in ~~their capacities as~~connection with the receivership, and such that Company was no longer in ~~which an adverse decision could have a material adverse effect.~~receivership.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is currently ~~quoted~~trades on the ~~OTCQB~~Expert Market Tier of OTC Market Group LLC’s Marketplace under the symbol ~~“VRTY.” There~~“HSMD” and is labeled as “Delinquent SEC Reporting” at this time. The OTC Market is a ~~limited trading~~network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Stock on the Expert Market is not eligible for proprietary broker-dealer quotations. All quotes in stock on the Expert Market reflect unsolicited customer orders. Unsolicited-Only stocks, such as ours, have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling our stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making in our stock. The Expert Market serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public viewing. OTC Markets Group may designate securities for ~~our~~quoting on the Expert Market when it is not able to confirm that the company is making current information publicly available under SEC Rule 15c2-11, or when the security is otherwise restricted from public quoting. The common ~~stock.~~ stock previously traded on the Pink Tier of OTC Market Group LLC’s Marketplace. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information.

The following table sets forth, for the ~~range of~~periods indicated the high and low bid quotations for ~~each quarter since September 30, 2010.~~our common stock. These quotations ~~as reported by the OTCQB reflect~~represent inter-dealer ~~prices~~quotations, without adjustment for retail ~~mark-up, mark-down,~~markup, markdown, or ~~commissions~~commission and may not ~~necessarily~~ represent actual transactions.

The following table sets forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.

*These prices were adjusted for the Company’s 1 for 115 reverse stock split, which was effective on October 29, 2021. The prices in the remainder of this table were not adjusted for the reverse stock split.

~~(b)~~ **On November 5, 2020, the Company’s court appointed receiver, acting under judicial order on behalf of the Board of Directors of the Company, in accordance with the Company’s Bylaws, acted by written consent to change the Company’s Fiscal Year end from June 30 to September 30. The high and low bid quotations for our common stock during the period from July 1, 2020 to September 30, 2020, were $0.1950 and $0.0138, respectively.

Since Healthcare Solutions Management Group, Inc. became the successor in interest to Verity Delaware Inc. a Delaware corporation which was previously a Nevada corporation named Verity Corp., the Company’s current name became Healthcare Solutions Management Group, Inc.

On September 13, 2021, the Board of Directors (the “Board”) of the “Company approved (i) a 1 for 115 Reverse Stock Split of the Company’s common stock with any fractional shares of common stock resulting therefrom being rounded up to the nearest whole share of common stock (the “Reverse Stock Split”) and (ii) a voluntary change in the Company’s stock symbol from “VRTY” to a symbol selected by the Company’s officers (the “Symbol Change” and together with the Reverse Stock Split, referred to herein together as the “Corporate Actions”). On the same date, 52.42 % of the Company’s shareholders also approved the Corporate Actions. On September 15, 2021, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate”) with the Delaware Secretary of State for the Reverse Stock Split, with an effective date of the later of (i) September 29, 2021 or (ii) on a date that that the Reverse Stock Split, is announced by Financial Industry Regulatory Authority (“FINRA”).

The Company submitted an Issuer Company Related Action Notification regarding the Corporate Actions, as well as its prior name change to its current name to FINRA on September 15, 2021 (the name change together with the Reverse Stock Split and Symbol Change are referred to herein together as the “Corporate Actions”). The Company was then notified by FINRA that the market effective date for the Corporate Actions was October 29, 2021. The new trading symbol for the Company’s common stock as of October 29, 2021 was “VRTYD” and effective as of November 26, 2021 the symbol changed to “HSMD.” Further, the Company’s common stock now has the following CUSIP number: 42226Y 105.

The Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future on its common stock. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability to pay dividends on its common stock other than those generally imposed by applicable state law.

As of ~~December 302013, there~~May 31, 2022, we had 92,214,638 shares of our common stock par value, $.0001 issued and outstanding. There were approximately ~~1,444 holders of~~1,671 record owners of our common stock.

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.

~~During the fiscal year ending September 30, 2013, Verity issued the following securities pursuant~~ ~~to exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.~~

~~On October 9, 2012, Verity issued 21,483,871 shares of common stock to Asher Enterprises, Inc to retire $13,320.00 in debt and accrued interest.~~

~~On November 11, 2012, Verity issued 25,548,889 shares of common stock to Auctus Private Equity Management, Inc. (“Auctus”) as commitment shares valued at $22,994 pursuant to the Equity Agreement.~~

~~On December 10, 2012, Verity issued 120,000,000 shares of common stock to four shareholders to retire a total of $95,182.16 in debt and accrued interest.~~

On December 28, 2012, Verity returned 5,555,556 shares of common stock to treasury from TCA Global Credit Master Fund, LP originally issued as incentive shares valued at $25,000 pursuant to a securities purchase agreement.

~~On December 31, 2012, Verity issued 25,000,000 shares of common stock to Trak Management Group, Inc. as compensation for consultation services valued at $25,000.~~

~~On December 31, 2012, Verity issued 15,000,000 shares of common stock as compensation for rendered professional services valued at $15,000.~~

~~On December 31, 2012, Verity issued 5,000,000 shares of common stock to Auctus as commitment shares valued at $4,000 pursuant to the Equity Agreement.~~

~~On December 31, 2012, Verity issued 4,850,000 shares of Series B Convertible Preferred Stock to the shareholders of Verity Farms II, Inc. valued at $4,850,000 pursuant to a share exchange agreement.~~

~~On April 12, 2013, Verity issued 69,672 shares of common stock to Dayspring Capital as compensation for their consulting services valued at $29,958.96.~~

~~On April 12, 2013, Verity issued 278,686 shares of common stock to Maxim Partners LLC as compensation for their consulting services valued at $119,834.98.~~

On July 25, 2013, Verity entered into an agreement with Sawmill Partners, LLC, Amboy Equities, Inc., Fide Management, Inc., and Virtul Consulting Services, Inc. to rescind their prior agreements, to cancel their Shares totaling 900,000 and to have their debt in the aggregate principal amount of $72,000 reinstated and mature on January 15, 2014.

~~On August 27, 2013, Verity converted 582,000 shares of Series A Preferred Stock held by 8 shareholders into 1,986,340 shares of common stock.~~

On September 20, 2013, Verity retired the 900,000 shares of common stock as per the July 25, 2013 agreement with Sawmill Partners, LLC, Amboy Equities, Inc., Fide Management, Inc., and Virtul Consulting Services, Inc.

Each of the foregoing transactions involved the private sale of securities and was exempt under Section 4a.(2) under the Securities Act of 1933, as amended, and/or Rule 506 under Regulation D of the Securities Act of 1933, as amended.

~~Our~~The Company’s transfer agent is Pacific Stock Transfer, located at 4045 South Spencer Street, Suite 403, Las Vegas, NV, 89119.

As disclosed throughout this Report the Company effected a 1 for 115 reverse stock split on October 29, 2021. The following share listed below in this section “Recent Sales of Unregistered Securities”, reflected pre-split share totals, other than for any issuances made after October 29, 2021, which is the effective date of the split.

On August 27, 2020, the Company issued the Receiver Shares, which consisted of 38,199,918 shares each of its common stock to three parties, totaling 114,599,754 shares of common stock in the aggregate, in accordance with the Amendment and the Merger Agreement as consideration for the services provided to the Company by its receiver.

On April 15, 2021 the Company consummated the Merger, whereby 1,145,997,555 shares of the Company’s common stock were issued to the holders of HSH common stock at the Exchange Ratio.

The entry into the Agreement and the UC Agreement, triggered the issuance, on December 31, 2021 by the Company of 81,000,000 shares of its common stock to the following parties in the following amounts (the “Shares”).

Additionally, subsequent to September 30, 2021, the Company issued 142,198 shares for consulting services.

The above issuances of shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and the provisions of Regulation D promulgated thereunder.

Our authorized capital stock consists of 1,400,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, $0.0001 par value per share, of which 92,214,638 shares of common stock are currently outstanding; and -0- shares of preferred stock are currently outstanding, respectively, as of May 31, 2022.

Each holder of our common stock is entitled to one vote for each share owned of record on all matters voted upon by shareholders, and a majority vote is required for actions to be taken by shareholders. The common stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

The Company is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share and the Company’s Board of Directors is authorized to establish, from the authorized shares of preferred stock, one or more classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of preferred stock, which shall have voting powers, preferences, participating, optional or other special rights, qualifications and limitations or restrictions as adopted by the Board of Directors prior to the issuance of any such preferred shares.

Provisions of our Bylaws could make it more difficult to acquire us utilizing a merger, tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals could result in an improvement of their terms.

Calling of Special Meetings of Stockholders. Our Bylaws provide that special meetings of the stockholders may be called only by the Board, unless otherwise required by law.

Not ~~applicable because our company is a smaller reporting company.~~applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS”AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

~~Overview~~The following discussion and analysis of the results of operations and financial condition of the Company for the years ended September 30, 2021 and 2020, should be read in conjunction with the other sections of this Annual Report, including “Description of Business” and the Financial Statements and notes thereto of the Company included in this Annual Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

On December 31, 2012, AquaLiv Technologies, Inc. (“ALTI”) and Verity Farms II, Inc. (“Verity Farms”), a South Dakota corporation, entered into a Share Exchange Agreement. Pursuant to the Share Exchange Agreement, ALTI acquired 100% of the authorized and issued shares of Verity Farms in exchange (the ~~“Company”~~“Exchange”) isfor 4,850,000 shares of Series B Convertible Preferred Stock, par value $0.001 of ALTI, representing approximately 86% of the outstanding shares of ALTI, on a fully diluted basis, assuming conversion into common stock. As a result of the Exchange and the other transactions contemplated thereunder, Verity Farms became a wholly owned subsidiary of ALTI and ALTI acquired Verity Farms’ business operations. ALTI was formed under the laws of the State of Nevada on April 11, 2006 originally under the name of Infrared Systems International “ISI” as a wholly owned subsidiary of China Sxan Biotech, Inc. (“CSBI”) (then known as Advance Technologies, Inc.) to pursue a narrowly defined business objective called infrared security systems.

On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to Verity Corp. and our stock symbol changed to VRTY. The Company was the parent of Verity Farms ~~II, Inc. (“Verity Farms II”)~~ and Aistiva Corporation (“Aistiva”) ~~(fka~~(f/k/a AquaLiv, Inc.). Verity Farms ~~II is~~was dedicated to providing consumers with safe, high-quality, and nutritious food sources through sustainable crop and livestock production. Aistiva ~~has~~previously released products in the industries of water treatment, skincare, and agriculture. Verity Farms was administratively dissolved in the State of South Dakota on May 4, 2018. Aistiva ~~is primarily known for~~was administratively dissolved on April 9, 2015, in the ~~AquaLiv Water System product which produces the majority~~State of ~~its revenue and also blends well with the Verity water systems.~~Washington.

~~Verity Farms II, Inc.~~In February 2016, all of the Company’s officers and directors resigned, and the Company stopped substantially all operating activities. At such time, the Company became a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

On ~~December 31, 2012, Verity~~November 5, 2020, we changed our Fiscal Year End from June 30 to September 30. As a result of this change, we filed a Transition Report on Form 10-K with the SEC for the three-month transition period from June 30, 2020 to September 30, 2020 on January 20, 2021.

On June 14, 2019, the Company entered into ~~that certain share exchange agreement~~a Merger Agreement (the ~~“Share Exchange~~“Merger Agreement”) by and ~~among~~between the Company, Verity ~~Verity Farms II, Aistiva,~~Merger Corp., a wholly-owned subsidiary of the Company and ~~Focus Systems,~~a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on April 15, 2021 (the “Closing”), at which time Merger Sub merged with and into HSH with HSH being the surviving entity, and HSH became our wholly owned subsidiary. As a result of the consummation of the Merger, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward.

At the Closing of the Merger, Robert Stevens (the “Receiver”) appointed new officers and directors of the Company. As consideration for the services of the Receiver and his team, for acting as the court-appointed receiver for the Company and its predecessor and affiliated entities, and pursuant the Merger Agreement, as amended, in August of 2020, the Receiver and certain entities, as directed by the Receiver, were issued an aggregate total of 114,599,754 shares of the Company’s common stock. At Closing, the aggregate Merger consideration paid to the holders of the HSH common was 1,145,997,555 shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing.

The Company was previously in receivership. On May 16, 2016, pursuant to ~~which Verity acquired 100%~~Case Number A16-733815-B, Nevada’s 8th Judicial District, Business Court, appointed Robert Stevens as receiver (the “Receiver”) for the Company. Creditors of the ~~outstanding stock~~Company were required to provide claims in writing under oath on or before November 3, 2016, or they would be barred under Nevada Revised Statute §78.675. Since May 16, 2016, through the date of the Merger, the Company was operating under the direction of the Receiver. On March 5, 2018, the District Court in Clark County, Nevada approved a plan of reorganization for the Company and the discharge of the Receiver upon completion of his duties under the court order. Upon the Closing of the Merger, the reorganization of the Company described in the court order was completed and, as a result and pursuant to the court order dated March 5, 2018, the Receiver was automatically discharged and the receivership was automatically terminated such that no further action was needed by the Receiver or the Company in connection with the receivership, and such that Company was no longer in receivership.

On March 15, 2019, Healthcare Solutions Management Group, Inc. was incorporated in the State of Delaware. Verity Delaware, Inc. was incorporated in the State of Delaware on March 11, 2019. Verity Merger Corp. was incorporated in the State of Delaware on March 15, 2019. On March 11, 2019, pursuant to an Agreement and Plan of Conversion, the Company, then a Nevada corporation named Verity Corp., converted into, and became Verity Delaware, Inc., a Delaware corporation in Delaware and on May 30, 2019, the conversion was completed in Nevada. As a result of the foregoing, Verity Corp. a Nevada corporation converted into and became Verity Delaware, Inc., a Delaware corporation. On May 8, 2019, pursuant to a Plan of Merger, Verity Delaware, Inc. was merged with and into Verity Merger Corp., with Verity Merger Corp. surviving, and with Healthcare Solutions Management Group, Inc. becoming a successor in interest to Verity Delaware Inc. and the parent company of Verity Farms II. Verity Farms II is dedicated to providing consumers with safe, high quality and nutritious food sources through sustainable crop and livestock production. Verity Farms II has built the foundation for expansion that is diversified into three distinct, yet interlinked, divisions operating six business units. The three divisions: Soil Preservation, Verity Water Systems and Consumer Products. Soil Preservation consists of Verity Farms and Verity Turf; Verity Water Systems comprises its own division; and, Consumer Products will consist of Verity Meats, Verity Produce and Verity Grains. The common goal within each business unit of Verity Farms II is to decrease chemical dependency, diminish the need for genetic modification, preserve the family farm, and ultimately, provide a nutritious, high-quality food to consumers.Merger Corp.

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic which continued to spread throughout the U.S. and the globe. In addition to the devastating effects on human life, the pandemic is continuing to have a negative ripple effect on the ~~commitment level required~~global economy, leading to disruptions and volatility in the global financial markets. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the ~~farmers~~pandemic is highly uncertain and subject to ~~begin using~~change. COVID-19 has already hindered or slowed many of HSH’s businesses, including but not limited to our ~~products~~growth and ~~the complexity of application required~~growth strategies, developments in the ~~usage~~marketplace for products, therapies and services, financial results, research and development strategy, regulatory approvals, and competitive strengths. The direct or indirect impact of COVID-19 on our ~~products. To handle~~business, results of operations and/or financial condition, continues today, but HSH has thus far weathered the ~~complexity~~pandemic storm and continues to seek to improve our level of ~~application, Verity developed the V 1, 2, 3 program in 2013 to provide the simplicity of use of our products for farmers. Each~~service and patient care. The extent of the three V programs in the V 1, 2, 3 program are designed to accomplish a specific objective in the life cycles of soil health and natural nutritious food production. Verity products stand alone in the importance of their particular cycle, and eachultimate impact of the ~~three cycles is a critical component~~pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and continued spread of the ~~Verity soil health~~outbreak, which cannot be reasonably predicted at this time. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and ~~food production. The individual V programs can~~duration are highly uncertain and cannot be ~~utilized separately and have substantial value in any crop production method, including conventional (chemical dependent) and organic.~~predicted at this time.

~~In Verity Turf, the development~~Comparison of a dry application to supplement the liquid application (spring 2013) was implemented and received approval from organic approval agency (OMRI). During 2013, Verity sold this combined product to a few core Verity Turf distributors during the market development stage. After the development stage is complete, we will attempt to sell to additional customers and new markets.

~~In Verity Water, sales~~Results of the water units continue to increase. To establish a higher sales growth rate, Verity is identifying areas that have provided quick and recognizable results. Integration of water units in catfish growing ponds has led to great improvementsOperations for the ~~customer, and the process is being simplified to allow for cost effective business development.~~

Verity Meats and Grains, both dependent upon the number of farms employing Verity crop production methods, are presently in a neutral mode. We are confident that successful implementation of the newly developed V 1, 2, 3 program will increase revenues in the meats and grains category.

Verity Produce is starting to develop areas of potential success within the southeast with the Pellham, GA warehouse location. As with farmers, produce growers do not change methods quickly due to the investment required and the product life cycle.

Aistiva sales have not grown since the December 31, 2012 share exchange agreement. However, sales of the AquaLiv Water System have been stable, and Verity Farms is experiencing substantial benefits in the use of Aistiva’s water systems in specific areas.

We believe Verity Farms LLC, due to the substantial efforts and resources committed since June 2011 to establish both the organizational foundation and product enhancements, is poised to experience growth in the areas of soil health, crop inputs, turf maintenance, and water revitalization. The momentum to be gained will be limited to the natural farm cycles and also the ability to attract capital to timely maximize any potential.

Recent advancements in Aistiva’s technology have created opportunities in the industries of water purification, environmental science, agriculture, animal husbandry, personal use products, and medicine. Aistiva is ready to expand its innovative product offering, based on capital availability.

In order to succeed in our goals, sales and development have to overcome the farmers/growers resistance to changing methods mainly due to complexity and comprehension needed to sustain healthy soil and produce nutritious food products. Our mission is to produce healthy foods starting with healthy soil. Verity is confident very few companies have the potential to replicate Verity’s methods of maintaining healthy soil. A lack of working capital and revenues exceeding expenses will be a challenge in the short term. However, we believe the long term opportunities to produce healthy foods with healthy soil will increase working capital.

~~For the Year~~Years Ended September 30, ~~2013 Compared to the Year Ended September 30, 2012~~2021 and 2020

~~Revenues were approximately $2,411,093 for~~For the ~~fiscal~~ year ended September 30, ~~2013, as~~2021, we recorded $9,248,784 in revenue compared to ~~approximately $449,626~~$3,524,334 for the ~~prior fiscal year. Revenue was comprised of product sales. Sales revenue, the revenue generated by AquaLiv, Inc., for the fiscal~~ year ended September 30, ~~2013~~2020. The increase is attributable to the establishment and ~~2012 amounted to $449,626~~opening of new locations. Included in revenue was $682,500 in related party revenue. The related party revenue was generated from the sale of medical services such as laboratory, durable medical equipment, and ~~$446,053, respectively.~~

~~Cost~~pharmacy services through preestablish sales channels that were accessed through the founders of ~~Sales~~the company.

Cost of sales for the ~~fiscal~~ year ended September 30, ~~2013~~2021 was ~~$1,253,950 as~~$2,464,189 compared to ~~$113,784 for~~$2,595,860 in the ~~prior fiscal year.~~year ended September 30, 2020. The increase is attributable to the establishment of a new location. Included in cost of sales ~~is based on increased revenues and product mix of items sold~~ in ~~the year ending~~ September 30, ~~2013.~~2022 and 2021 is $2,297,455 and $2,595,860, respectively in cost of goods sold, related parties. The Company is entering into a significant business growth stage and to be prepared for this expansion requires the development of significant infrastructure which was provided through certain founders and corporate officers.

Operating expenses for the ~~fiscal~~ year ended September 30, ~~2013~~2021 were ~~$2,585,594 as~~$9,438,982 compared to $787,807 for the prior fiscal year, an increase of $1,797,787. The increase in operating expenses was due to consulting fees increase of $155,346, depreciation of $113,826, $104,585 of marketing and advertising expenses, increased payroll expense of $810,871, professional fees increase of $298,699, rent of $116,222, travel expense increase of $163,311, and an increase of $34,927 for research and development expenses.

For the fiscal year ended September 30, 2013, interest was $231,674 compared to $146,911 for the prior fiscal year, an increase of 57.7%. The increase in interest expense resulted primarily from debt used to fund working capital and research and development.

The net loss for the fiscal year ended September 30, 2013 was $7,593,213 that included a loss on goodwill impairment of $5,943,533. Operating loss from operations totaled $1,428,451 as compared to an operating loss of $451,965 in the prior year. The increase loss from operations is due to the implementation of the V 1, 2, 3 program and the combining of two companies based on the December 31, 2012 share exchange agreement.

~~Cash on hand was $94,503 and $7,519 at September 30, 2013 and 2012, respectively. The primary use of cash is to fund the operations of Verity.~~

~~Cash used by operations was $(997,970)~~$3,952,621 for the year ended September 30, ~~2013 as~~2020, an increase of $5,486,361. The increase in operating expenses in the 2021 period compared to ~~$(405,712)~~2020 is attributable to an increase of approximately $1,843,000 in administrative expenses and increase of approximately $4,013,000 in contractors expenses related party, offset by a decrease of approximately $370,000 of contractor expenses. The increase of $4,013,000 in contractors expenses related party is attributable to an increase in our labor costs in anticipation of generated higher revenues and the opening of additional location. The key components of general and administrative expenses are the transition expenses of the Company from the planning and development stage to transitioning into the operation of our medical facilities.

As of September 30, 2021, we had $659,194 in cash and cash equivalents compared to $841,349 as of September 30, 2020.

Net cash used in operating activities for year ended September 30, 2021 was $3,575,737 compared to net cash used in operating activities of $3,132,491 for the year ended September 30, ~~2012.~~2020. The increase in cash used in operating activities of $443,246 is primarily attributable to an increase in accounts receivable balances offset to a lesser extent by other balance sheet changes.

~~Cash~~Net cash used byin investing activities was ~~$(3,246,172)~~$1,323,696 for the year ended September 30, ~~2013 driven primarily by a $3,200,000 acquisition of land and buildings and $46,172 of fixed asset purchases. During the year ended September 30, 2012, $20,264~~2021 compared to $554,335 used in ~~cash was used to purchase fixed assets.~~

~~Cash provided by financing~~investing activities ~~was $4,331,126~~ for the year ended September 30, ~~2013 and $429,762~~2020. The increase in 2021 is primarily attributable to an increase in equipment purchases

Net cash provided by financing activities for the year ended September 30, ~~2012. During~~2021 was $4,717,278 compared to $4,119,278 for the year ended September 30, ~~2013, $4,060,000~~2020. The increase in 2021 is primarily attributable to an increase in notes payable related parties of ~~financing was provided by a related party~~approximately $807,000.

We will have significant ongoing needs for ~~operating~~working capital to fund operations and to ~~purchase $3,200,000 of land and buildings.~~

~~As of September 30, 2013, Verity did not have and continues~~continue to ~~not have sufficient cash on hand~~expand our operations. To that end, we would be required to ~~pay present obligations as they become due. In addition,~~raise additional funds through equity or debt financing. However, there iscan be no assurance that we will be ~~able to raise~~successful in securing additional capital on ~~acceptable~~favorable terms, if at all. Currently all of our financing is being provided by interest free demand notes payable from related parties. There are no assurance that these related parties will continue to ~~meet~~finance the Company. Our inability to raise capital could require us to significantly curtail or terminate our ~~current obligation over~~operations altogether.

The financial statements do not include any adjustments that might be necessary if the ~~next 12 months. Because of the foregoing, Verity’s auditors have expressed substantial doubt about our ability~~Company is unable to continue as a going concern.

If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. Our estimated working capital requirement for the next 12 months, based on current assumptions

Critical Accounting Policies and ~~conditions, is approximately $1,500,000.~~Estimates

~~Verity has been using a credit line that reached $2,805,000 on September 30, 2013. It is a private note held by our principal shareholder~~Our management’s discussion and board member. That line is reaching its maximum limit. As of September 30,2013 that note was unsecured and accruing interest at 3%.A First Security Agreement granting first priority interest in all of Verity’s assets, wheresoever located and whether now existing or hereafter arising or acquired, has been granted in favor of the note holder as of January 3, 2014. That filing will replace a similar filing by a previous note holder.

~~For the purpose of this table, contractual obligations includes accounts payable, related party debt obligations and third party debt obligations.~~

$100,955 owed to an affiliated company of a former officer of Verity Corp. which is not secured by collateral of Verity, carries accrued interest of 6% and is due on demand by the holder. The interest accrued, but not paid as of September 30, 2013 is $1,305. and a note payable for real estate purchased with a balance of $271,127 at September 30, 2013.

~~$2,900,000 for real estate purchases from a board member. $500,000 due September 2017 and $2,400,000 due September 2018 with accrued interest of $130,500 for both real estate loans~~

~~$341,267 due on 12/28/13 with accrued interest of $ 14,760 (payment deferred to December 29, 2014)~~

Note payable- related party: At September 30, 2013, Verity had a note payable due to our Board Member in the amount of $341,267 which is secured by Verity’s ownership in Aistiva Corporation, carries accrued interest of 6% and is due on December 28, 2013. Payment due has been deferred until December 28, 2014. The interest accrued but not paid as of September 30, 2013 is $14,760. A second note payable to our Board Member in the amount of $2,805,000 is secured as of January 3, 2014, carries an interest rate of 3% and is due on demand. The interest accrued, but not paid as of September 30, 2013 is $84,396. A third note payable to our Board Member in the amount of $150,000, is unsecured, carries an interest rate of 5% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $14,404. A fourth note payable to our Board Member in the amount of $340,000, is unsecured, carries an interest rate of 3% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $20,986.

~~Real estate loan- related party: In December 2012, Verity issued a note payable in the amount of $2,400,000 to a company under the control~~analysis of our Board Member to acquire land. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2018. At September 30, 2013, the balance of this loan is $2,400,000 and the interest accrued but not paid is $108,000. In December 2012, Verity issued a note payable in the amount of $500,000 to a company under the control of our Board Member to acquire a building. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2017. At September 30, 2013, the balance of this loan is $500,000 and the interest accrued but not paid is $22,500.

We have limited working capital and limited revenues from sales of products and services. During the fiscal year ended September 30, 2013, our operating expenses continued to be greater than our revenues. These factors have caused our accountants to express substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Management has determined that general expenditures must be reduced and additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to Verity. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and ~~operating results. If~~results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we ~~obtain additional funds by selling any of~~base our ~~equity securities~~estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available to us when needed on satisfactory terms, we may be required to reduce operations or otherwise modify our business strategy.conditions.

Our ~~ability~~significant accounting policies are fully described in Note 2 to ~~continue as a going concern has caused~~our consolidated financial statements appearing elsewhere in this Annual Report, and we believe those accounting policies are critical to the ~~Board~~process of ~~Directors to continue to look for sources~~making significant judgments and estimates in the preparation of ~~investment capital, and investigate merger and acquisition opportunities. We will look to further diversify~~ our ~~holdings and sources of cash flow.~~consolidated financial statements.

~~As of September 30, 2013, Verity has no off balance sheet arrangements.~~None.

~~We do not hold any derivative instruments and do not engage in any hedging activities.~~Not required for smaller reporting companies.

~~Our~~The financial statements required by this Item 8 are ~~contained~~included elsewhere in ~~pages F-1 through F-14 which appear at the end of this~~ Annual ~~Report.~~Report on Form 10-K beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~None.~~On August 24, 2020, the Company dismissed BMKR, LLP (“BMKR”) as its independent registered public accounting firm engaged to audit the Company’s financial statements. BMKR’s dismissal was approved by the Company’s receiver, acting under judicial order on behalf of the Company on August 24, 2020.

BMKR had served as the Company’s independent auditors since the 2018 calendar year. BMKR’s reports on the Company’s financial statements for the fiscal years ended June 30, 2019 and 2018, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern.

During the fiscal years ended June 30, 2019 and 2018, respectively, and through August 24, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with BMKR on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BMKR’s satisfaction, would have caused BMKR to make reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

The Company provided BMKR with a copy of the disclosures it made in its Current Report on Form 8-K disclosing the auditor change filed with the SEC on August 28, 2020 and requested that BMKR provide a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of BMKR’s letter, dated August 24, 2020, was filed as Exhibit 16.1 to the Company’s Form 8-K reporting the auditor change filed with the SEC on August 28, 2020.

Effective as of August 24, 2020, the Company engaged BF Borgers CPA PC (“Borgers”) as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2020.

During the fiscal years ended June 30, 2019 and 2018 and through August 24, 2020, neither the Company nor anyone on its behalf has consulted with Borgers regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided nor oral advice was provided to the Company that Borgers concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).

~~(a) Evaluation~~Conclusion Regarding the Effectiveness of Disclosure Controls and ~~Control Procedures~~Procedures.

~~Pursuant to~~We carried out an evaluation as required by paragraph (b) of Rule ~~13a- 15(b)~~13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of the Company’s Interim Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act Verity carried out an evaluation, with the participation of Verity’s management, including Verity’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of Verity’s 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.~~September 30, 2021. Based upon that evaluation, ~~Verity’s PEO~~our Interim Chief Executive Officer and ~~PFO~~Interim Chief Financial Officer concluded that ~~Verity’s~~our disclosure controls and procedures were not effective to ensure that information required to be disclosed by Verity in the reports that Verity files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Verity’s management, including Verity’s PEO and PFO, as ~~appropriate, to allow timely decisions regarding required disclosure.~~of September 30, 2021.

~~(b) Management’s Assessment~~Report of Management on Internal ~~Control~~Controls over Financial ~~Reporting~~Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting ~~as such term is defined in~~for the ~~Exchange Act Rules 13a-15(f). A system~~Company. As of September 30, 2021management has not completed an effective assessment of the Company’s internal control over financial reporting ~~is a process designed to provide reasonable assurance regarding~~based on the ~~reliability~~2013 Committee of ~~financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.~~Sponsoring Organizations (COSO) framework.

~~Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, Verity’s management~~Management has ~~evaluated the effectiveness of its internal control over financial reporting~~concluded that as of September 30, 2013, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, Verity’s management has evaluated and concluded that Verity’s2021, our internal control over financial reporting was ~~ineffective as~~not effective to detect the inappropriate application of ~~September 30, 2013, and~~U.S. GAAP.

~~A material weakness is a deficiency, or combination of deficiencies, in~~ internal control over financial ~~reporting such~~reporting:

A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Management necessarily applied its judgment in assessing the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there iscan be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Because of the inherent limitations in a ~~reasonable possibility that a material misstatement of Verity’s annual~~control system, misstatements due to error or ~~interim financial statements will~~fraud may occur and not be ~~prevented or detected on a timely basis.~~detected.

Management intends to mitigate the risk of the material weaknesses going forward provided Verity has sufficient funding by utilizing external financial consulting services, in a more effective manner, prior to the review by our principal independent accounting firm to ensure that all 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 accurately and within the time periods specified in the Commission’s rule and forms.

~~There were~~Other than the officer and director changes in connection with the Merger described elsewhere in this Annual Report on Form 10-K, there have been no changes in our internal control over financial reporting ~~as defined in Rules 13a-15(f) and 15d-15(f) under~~that occurred during the ~~Exchange Act, during our most recently completed fiscal quarter~~year ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

The following table sets forth the name and ~~biographical summaries set forth information, including principal occupation and business experience, about~~position of our ~~directors and~~current executive officers ~~at September 30, 2013:~~and directors.

Justin Smith. On April 15, 2021, Justin Smith was appointed as the Company’s Interim Chief Executive Officer, Interim Chief Financial Officer and as the Executive Chairman and member of ~~the Board of Directors in May 2013.~~3.~~Mr. Jakos resigned as an officer and member of the Board of Directors in October 2013.~~

Each director serves until his or her successor is elected. There are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director or nominee.

~~Each officer serves until he or she is replaced by~~ the Board of ~~Directors. There are no arrangements or understandings between any officer~~Directors of ~~Verity~~the Company. Justin Smith is a professional investment advisor for institutional clients attempting to navigate the ever-changing global financial markets. Mr. Smith graduated from John Carroll University with a Degree in Marketing Logistics and ~~any other person pursuant~~a Minor in Economics in 2004. After college, he continued to ~~which~~further his education by taking graduate classes while he ~~or she~~ was ~~selected~~employed as the Assistant Director of Marketing at the telecommunications firm Broadvox. Mr. Smith was at Broadvox from January 2015 to June 2016. After leaving the private sector, Mr. Smith became a legislative assistant for the 11th Congressional District, Ohio, working in the office of the Honorable Stefanie Tubbs Jones. After leaving Congress, Mr. Smith began to work on the finance department at the Cuyahoga Metropolitan Housing Authority. From there he began a boutique firm that specialized in open-ended fund investments called the Landes Capital Group in January of 2017 where he still remains an ~~officer.~~executive to date. Currently he is the President of Landes and Compagnie Trust Prive, a Swedish asset management firm. The firm is a leading provider of independent advisory services for capital projects, including leadership in the early master planning and budgeting phase, identifying, and negotiating the services of the many professionals involved, and proactive guidance in the incorporation of responsible sustainability initiatives. He specializes in working with clients who seek a partner who can advise them through the entire lifecycle of a capital project, particularly those without the in-house resources to devote to such an undertaking. From October 1, 2017 to the present, he serves as the Executive Chairman and Director of HSH.

~~Duane Spader has been Chairman~~Jonathan Loutzenhiser. On April 15, 2021, Jonathan Loutzenhiser was appointed as Executive Vice President of ~~our~~the Company and a member of the Board of Directors ~~since December 2012. He~~of the Company. From 2013 to 2014 Mr. Loutzenhiser worked as a sports agent at Recruiting. From 2015 to 2016, Mr. Loutzenhiser served as ~~President and~~the Chief Executive Officer ~~from December 2012 until November 2013.~~at Mediplex. From 2016 to 2017, Mr. ~~Spader has dedicated his time mentoring and growing Verity Farms~~Loutzenhiser was the President of IneedMD. He serves es as its Managing Member since June 2011. Previously, he had owned and operated Spader RV Centers for 46 years until its sale in 2010. Additionally, Mr. Spader founded The Spader Companies, including Spader Business Management (“SBM”) in 1977 and was its President until 2002. During his 35 years with SBM, Mr. Spader mentored over 4,000 companies and its executive teams on organizational and behavioral excellence in business. In 1983, Mr. Spader led the expansion and development of training software, which was eventually sold in 1997 to Bell and Howell Publications Systems Company. Mr. Spader has sat on numerous Boards of Directors, including local chamber of commerce, St. Joseph Cathedral, National Marine and RV Industry Associations, and others. He attended South Dakota State College prior to starting his business career in 1964.

Mr. Wright has been AquaLiv Technologies, Inc.’s Secretary and Principal Financial Officer, and a director since April 2010. Mr. Wright was AquaLiv Technologies, Inc.’s CEO and President from April 2010 to December 2012, and was Verity’s Executive Vice President ~~until May 2013.~~of HSH and a member of the Board of Directors of HSH since he was appointed to such positions on October 1, 2017 and holds this position to date. Mr. ~~Wright has been the President and CEO of Focus Systems, Inc.,~~Loutzenhiser graduated from Grace University with a ~~Washington corporation, since its formation~~degree in ~~2008. Mr. Wright received his Bachelors of Science~~business management in ~~Business Administration with an emphasis in Financial Services from San Diego State University.~~

Mr. Jakos joined Verity Farms, LLC in 2012 as Operations Manager. From 2005 to 2012, Mr. Jakos was a Senior Accountant with CNA Surety. From 2000 to 2005, Mr. Jakos worked as an accountant for Great West Casualty Company. From 1986 through 2005, Mr. Jakos held various positions in financial and accounting matters. Mr. Jakos received a BS in Forestry from North Carolina State University.

In 1989, Mr. Sneller started Feed Tech Company to work with farmers on soil and plant nutrition to improve livestock health and production. This resulted in reducing dependency on chemicals and fertilizers in the soils and antibiotics for animals as well. In 2004, and continuing through the present, Mr. Sneller became a plant and animal nutritionist for the Company’s subsidiary, Verity Farms, LLC using cumulative knowledge and experience to assist all Verity family farmers in production of crops and animals. Mr. Sneller uses only non-GMO (Genetically Modified Organisms) seed and methods to nutritionally balance and regenerate the life in the soil to eliminate chemical residues in both the soils and crops and raise the nutritional standards of the crops. Methods of livestock production include a “never-ever” policy for antibiotics, hormones, growth promotants, and GMO feed. Mr. Sneller received a BS in Agricultural Education from South Dakota State University - Brookings.

~~Subsequent Event – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers~~

Dr. Joseph Asuncion. On ~~October 21, 2013, Richard Kamolvathin~~April 15, 2021, Dr. Joseph Asuncion was appointed as a member of the Board of Directors of ~~Verity. Effective October 25, 2013, Mr. Kamolvathin~~the Company and as the Company’s Chief Medical Officer. Dr. Asuncion has been serving and remains a Director of HSH since he was appointed ~~President of Verity. He was appointed Chief Executive Officer~~to that position on November ~~14, 2013. Mr. Kamolvathin, age 44, has been President~~7, 2019. Dr. Asuncion attended the University of ~~Verity since October 25, 2013 and Executive Vice President~~Maryland where he received his BS in Biology, then received his Doctorate of ~~Verity Farms LLC, a wholly owned subsidiary~~Medicine at the Perpetual Help College of Verity, since February 2011. From June 2006 through January 2011, Mr. Kamolvathin was a sustainable agriculture field advisor for the Rice Bank Foundation, United Nations Thailand. Prior to such positions, Mr. Kamolvathin workedMedicine in the ~~financial services industry.~~

On November 13, 2013, Verity appointed James White, age 62, as Chief Operating Officer, effective as of November 15, 2013. In 2004, Mr. Wright founded JLW Communications, a consulting company for sales, marketing and strategic management, including five years of consulting work for the Company. Mr. Wright previouslyPhilippines. From 2015 to 2017, Dr. Asuncion served as ~~president of Triumph Boats, president of McCulloch Corporation and vice president of Deere & Company.~~

~~On November 13, 2013, Verity entered into an agreement with LLS Enterprises, Inc. (“LLS”), pursuant to which Ken Wright, age 51, will serve as Chief Financial Officer of Verity~~a director on a part time basis. Mr. Wright has been a Certified Public Accountant for more than 15 years. Since January 2009, Mr. Wright has served as Director for Advance Finance, LLC, an accounting service provider. From July 2005 through 2008, Mr. Wright served as director of Growth Finance, LLC, an accounting service provider.

~~Effective October 21, 2013, Verity appointed Ronald Kaufman to~~ the Board of ~~Directors. Mr. Kaufman, age 57,~~Directors of IneedMD. From 2010 to 2020 Dr. Asuncion was a director and staff physician at Meritus Family Practice. He has ~~been~~dedicated himself to the practice of medicine for over 20 years. He believes in giving quality and compassionate care to patients and their families. He has also served in numerous leadership roles, which have contributed to the improvement of healthcare in his community. He also has a ~~professional crop~~passionate interest in the development and ~~live-stock farmer since 1976. Mr. Kaufman has served on~~clinical integration of new medications and technologies. His certifications include Diplomate of the ~~boards~~American Academy of ~~Farmers Home Association~~Family Medicine and ~~the Kingsbury County Crop Improvement Board.~~Basic/Advanced Cardiac Life Support Provider.

~~The current members~~Dr. Charles Balaban. On April 15, 2021, Dr. Charles Balaban was appointed as a member of the Board of Directors of the Company. Dr. Balaban was appointed as a Director of ~~January 10, 2014 are:~~HSH on October 1, 2017 and serves in this capacity to date. Dr. Balaban received his D.D.S. in dentistry from the University of Toronto in 1973. Since 2015, Dr. Balaban has worked as the owner and operator of a multi-practitioner dental/surgical clinic. Dr. Balaban has been the principal of numerus rollup and M&A transaction in the dental/surgical industry dating back 25 years. He is also a serial entrepreneur and active investor in the medical device industry.

~~Committees~~Dr. Sadeem Mahmood. On April 15, 2021, Dr. Sadeem Mahmood was appointed as the Company’s Chief of Surgery. Interventional Cardiologist Sadeem Mahmood, M.D. earned his medical degree at Dow Medical College, University of Karachi, Pakistan. He completed his residency in Internal Medicine at the University of Medicine and Dentistry of New Jersey. He completed fellowships in Cardiology and Nuclear Cardiology at Vanderbilt University Medical Center in Nashville, TN. He is board-certified in Internal Medicine, Cardiovascular Medicine, Interventional Cardiology, and Nuclear Cardiology. Dr. Mahmood previously sat on the Board of ~~Directors~~Cardiovascular Group for St. Vincent’s Hospital for a total of seven years; he is a fellow of the American College of Cardiology and is a member of the American Society of Medicine and the Arkansas Society of Medicine. Dr. Mahmood has served as a Board Certified Cardiologist at SARC, Inc. since January 2015 to the present. His true passion is his work; the joy he receives from helping his patients is the fuel that keeps him going.

~~Currently, we do not have any committees~~Dr. Richard C. Muckerman II. On April 15, 2021, Dr. Richard Muckerman was appointed as the Company’s Vice President of Strategy and Business Development. Dr. Muckerman was appointed interim Chief Medical Officer and National Director of Promotions and Development HSH on September 31, 2020. Dr. Muckerman attended Georgetown University where he received a B.S. in biology and then Georgetown University School of Medicine for his MD degree. He completed his residency in Obstetrics & Gynecology at Saint John’s Mercy Medical Center in St. Louis which is one of the largest obstetrics hospitals in the Midwest. He is Board Certified in Obstetrics and Gynecology and is a long-standing Fellow of ~~Directors,~~the American College of Obstetricians and ~~none are planned~~Gynecologists - FACOG. Dr. Muckerman joined his father in the practice of obstetrics and gynecology in 1981. He has maintained an active OB/GYN private practice at ~~this time.~~St. Louis Women’s Healthcare Group since 2016. Dr. Muckerman incorporated medical genetics into his OB/GYN practice in order to provide personalized preventive healthcare for his patients. He received Genomics certification from the American College of Obstetricians & Gynecologists in 2018. In collaboration with a nationally renowned genetics lab, Dr. Muckerman has developed and implemented Hereditary Cancer Risk Assessment (HCRA) and Breast Cancer Risk Assessment (BCRA) programs in many medical facilities in the St. Louis area: Medical Practices, Breast Centers, and Hospital Systems. Dr. Muckerman has been instrumental in organizing and developing ancillary services for private independent physician practices in St. Louis; in 2004, Dr. Muckerman was the Founding Physician and Medical Director of St. Louis Women’s Surgery Center which was the first women’s-only surgery center in the Midwest. Several years later he recognized the opportunity for the addition of G.I. ancillary services and the Women’s Colonoscopy Center was developed within the Women’s Surgery Center. In 2010, Dr. Muckerman was the Founding Physician and Medical Director of St. Louis Breast Center. It is the only physician owned breast imaging facility in St. Louis. Dr. Muckerman has incorporated a hereditary cancer risk assessment and breast cancer risk assessment program in the breast center. Since 2018, every breast imaging patient has been offered a comprehensive hereditary cancer risk assessment.

Blake Moorman. On April 15, 2021, Blake Moorman was appointed as the Company’s Vice President of Operations. Mr. Moorman was appointed Vice President of HSH on August 1, 2020. Mr. Moorman is an accomplished healthcare industry executive with 15+ years’ experience driving profitability and market share for both large publicly traded healthcare companies as well as several startups. In partnership with the executive management team of HSH, Blake creates leading-edge customer support solutions in support of the organization’s mission and goal of providing best-in-class products and services for healthcare providers across the US. Blake has also held a number of increasingly responsible roles in executive and general management. As a strategist and accessible leader, Blake is known for driving growth and profitability with an expertise in developing and delivering therapeutic solutions for healthcare providers, laboratories, pharmacies, and healthcare companies. Mr. Moorman earned a degree in Engineering from Texas Tech University and previously worked at Depuy Orthopedics for 2004-2013. He then was a minority partner at Pharmetrics Specialty Pharmacy which was acquired in 2015. Blake started Strategic Specialty Solutions in 2013 which grew to one of the largest pharmacy networks in the US and he ceased his positions at same in 2019.

Dr. Richard ~~Kamolvathin, our~~F. Wittock III, DPM, FACFAS. On April 15, 2021, Dr. Richard F. Wittock was appointed as the Company’s Vice President of Clinical Affairs. Dr. Wittock was appointed Vice President and Chief ~~Executive Officer~~of Podiatry of HSH on September 31, 2020. From June 2009 to April 2021, Dr. Wittock served as the President, owner and a physician at his own podiatry practice. Dr. Wittock is a native of Michigan and alumnus of Michigan Technological University. He received his doctorate from Barry University in Miami, FL, and earned Magna Cum Laude honors in both his undergraduate and doctoral degrees. His post-doctoral training included a 3-year surgical residency at the Detroit Medical Center at Wayne State University in Detroit, Michigan. He also completed a traumatology fellowship in Mainz, Germany and an ~~“audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or,~~external fixation fellowship in Kurgan, Russia. Dr. Wittock specializes in the ~~absence of an audit committee, of~~following procedures: Athletic Injuries - Dr. Wittock played college football and has served as a team podiatrist for a Texas high school; External Fixation; Ankle Implants - Dr. Wittock is authorized by Depuy Orthopedics and Tornier to implant the ~~Board of Directors who:~~

~~Indemnification~~Agility LP and ~~Limitation on Liability of Directors~~Saito Talaris ankle implants.

Our Articles of Incorporation eliminate the liability of our directors for monetary damages to the fullest extent permissible under Nevada law. Under the Nevada Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Excepted from that immunity are: (a) a willful failure to deal fairly with Verity or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

~~There are no family relationships between any of our officers, directors or affiliates, except that Ronald Kaufmann is the nephew of Duane Spader..~~

To the best of our knowledge, during the past ten years, none of the following occurred, except as noted, with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, except that Mr. Bushnell was the President of a construction company that filed for Chapter 7 bankruptcy during 2010; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

~~Verity has a written code of ethics applicable to its executive officers, directors and all employees.~~

~~The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the periods ended September 30, 2013 and 2012~~

~~We do not have a written employment agreement with any of Verity’s executive officers.~~

~~No stock options or similar instruments have been granted to any of our officers or directors.~~

We do not have a ~~separate~~standing compensation, audit or nominating committee. Rather, the board of directors perform the functions of these committees. We do not believe it is necessary for our board of directors to appoint such committees at this time because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees. We plan to form such committees in the future as needed.

We do not have any independent directors, as such term is defined in the listing standards of The ~~CEO determined~~NASDAQ Stock Market, at this time. The Company is not quoted on any exchange that requires director independence requirements.

We have not yet adopted a code of ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. We expect that we will adopt a code of ethics in the ~~consideration~~near future.

~~Compensation Committee Interlocks and Insider Participation~~member of the board of directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

~~As of September 30, 2013, Duane Spader, the Director, determined his compensation.~~Item 11. Executive Compensation.

~~The current members~~No executive compensation was paid by the Company from February 2016, through the Effective Date of the ~~Board of Directors as of October 21, 2013 are:~~

~~DIRECTOR COMPENSATION~~Merger. In February 2016, all the Company’s officers resigned, and Company stopped substantially all operating activities.

The following ~~summary compensation~~ table ~~sets forth~~summarizes all compensation ~~awarded to, earned by, or paid to the named directors~~recorded by us ~~during~~in the past two fiscal years ended September 30, ~~2013 and, 2012~~2021 for our principal executive officer or other individual serving in a similar capacity.

HSH currently only has one employment agreement in place which is with Jonathan Loutzenhiser. HSH and Mr. Loutzenhiser entered into amended and restated employment agreement (the “EA”) on June 1, 2018. Pursuant to the EA, HSH agreed to employ Mr. Loutzenhiser as HSH’s Vice President and Mr. Loutzenhiser agreed to serve in such capacity. The term of the EA is for five (5) years from the entry date. Pursuant to the EA, HSH agreed to compensate Mr. Loutzenhiser with a base salary of $1,200,000 with 50% of same to be accrued until HSH achieves quarterly adjusted EBITDA of $900,000. The EA also includes a bonus to Mr. Loutzenhiser to be determined by HSH’s board of directors. Pursuant to the EA, Mr. Loutzenhiser’s employment can be terminated by HSH for “Cause” or “Good Reason” as such terms are defined in the EA.

We have not adopted any compensation plan to provide for future compensation of any of our directors or executive officers.

The Company has not paid any of its directors in their capacities as such. HSH has not paid any of its directors in their capacities as such. Historically, the Company’s directors have not received compensation for their service. Notwithstanding, at some point in the near future, we plan to adopt a new director compensation program pursuant to which each of our non-employee directors will receive some form of an annual retainer. We plan to reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.

Our Board determines the compensation given to our executive officers in their sole determination. Our Board reserves the right to pay our executives or any future executives a salary, and/or issue them shares of stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board reserves the right to grant performance base stock options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

The Board may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue and profits we are able to generate each month, both of which are a direct result of the actions and ability of such executives.

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board, which we do not currently have any immediate plans to award.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of May 31, 2022, we had 92,214,638 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as May 31, 2022 by:

Unless otherwise indicated, the address for the beneficial owners listed below is c/o the Company at 3 School St, Suite 303, Glen Cove NY 11542.The percentages in the table have been calculated on the basis of ~~September 30, 2013, the number of~~treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding rights or conversion privileges owned by ~~(i) each~~that person ~~who is known by us to own~~at that date which are exercisable within 60 days of ~~record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and executive officers~~that date. Except as ~~a group. Unless~~ otherwise indicated, ~~each of~~ the persons listed below ~~has~~have sole voting and investment power with respect to ~~the~~all shares of our common stock ~~beneficially~~ owned ~~and~~by them, except to the ~~address for holder is c/o Verity Corp., 47184 258~~^th ~~Street, Sioux Falls, SD 57107.~~extent that power may be shared with a spouse.

We are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K, other than the Exchange which took place in December 2012 and described at the beginning of the Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

~~Note payable-~~We do not have a written policy for the review, approval, or ratification of transactions with related party: At September 30, 2013, Verity had a note payable due to our Board Member in the amount of $341,267 which is secured by Verity’s ownership in Aistiva Corporation, carries accrued interest of 6% and is due on December 28, 2013, Payment was deferred until December 28, 2014. The interest accrued but not paid as of September 30, 2013 is $14,760. A second note payable to our Board Member in the amount of $2,805,000 is secured as of January 3, 2014, carries an interest rate of 3% and is due on demand. The interest accrued, but not paid as of September 30, 2013 is $84,396. A third note payable to our Board Member in the amount of $150,000, is unsecured, carries an interest rate of 5% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $14,404. A fourth note payable to our Board Member in the amount of $340,000, is unsecured, carries an interest rate of 3% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $20,986.

Real estate loan- related party: In December 2012, Verity issued a note payable in the amount of $2,400,000 to a company under the control of our Board Member to acquire land. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2018. At September 30, 2013, the balance of this loan is $2,400,000 and the interest accrued but not paid is $108,000. In December 2012, Verity issued a note payable in the amount of $500,000 to a company under the control of our Board Member to acquire a building. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2017. At September 30, 2013, the balance of this loan is $500,000 and the interest accrued but not paid is $22,500

The ~~common stock~~following includes a summary of ~~Verity is~~transactions since the beginning of the 2019 fiscal year, or any currently quoted on the OTCQB, an exchange which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with Verityproposed transaction, in which HSH or the Company were or are to be a ~~director~~participant and the amount involved exceeded or ~~executive officer,~~exceeds the lesser of $120,000 or one percent of the average of their total assets at year-end for the last two completed fiscal years, and in which any ~~member of his~~related person had or ~~her immediate family,~~will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in ~~accordance~~connection with ~~Item 407(a)~~the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

There were notes payable and due to a former director and officer of ~~Regulation S-K. Following completion~~the Company in the amount of ~~these disclosures,~~$4,001,267 which were no longer on the ~~Board will make an annual determination~~books as of March 30, 2021.

The Company was previously under the control of the Receiver and the Receiver was considered a related party. During the year ended June 30, 2019, the Receiver incurred $8,838 in professional fees in managing the Company. Additionally, the Receiver extended a loan of $65,000 to the ~~independence of each director using the current standards for “independence” that satisfy both the criteria for the Nasdaq~~Company, which bore interest at 10% and ~~the American Stock Exchange.~~which was forgiven on April 13, 2021, pursuant to a Loan Forgiveness Agreement.

On August 25, 2020, the parties to the Merger Agreement entered into the Amendment to the Merger Agreement pursuant to which, amongst other things, the Company agreed to issue the Receiver Shares as required by the Merger Agreement in book entry within 10 days of August 25, 2020. The Receiver Shares were issued on August 27, 2020, and consisted of a total of 114,599,754 shares of Company common stock, 38,199,918 of which were issued to Thistle Investments LLC. Jodi Stevens is the Manager of Thistle Investments LLC and has the power to vote and dispose of the shares held by Thistle Investments LLC. Jodi Stevens is the spouse of the Receiver, Robert Stevens and as such was considered a related party.

Since the inception of the Company, substantially all of the funding for Company has been provided by related parties that have extended interest free demand loans. These related parties are as follows:

The following table sets forth the ~~aggregate~~ fees billed or to be billed to our company for ~~each of~~ the ~~last two fiscal years~~year ended September 30, 2021, and September 30, 2020 for professional services rendered by ~~the principal accountant~~our independent registered public accounting firm BF Borgers CPA PC was engaged by us effective as of August 24, 2020.

Audit fees to BF Borgers CPA PC were for professional services rendered for the audit of ~~Verity’s~~our annual financial statements for the years ended September 30, 2021, and ~~review of financial statements included in Verity’s Form 10-Q quarterly reports or~~2020.

During 2021 and 2020, BF Borgers CPA PC did not provide any assurance and related services that are ~~normally provided by~~reasonably related to the ~~accountant in connection with statutory~~performance of the audit or review or our financial statements that are not reported under the caption “Audit Fees” above.

As BF Borgers CPA PC did not provide any services to us for tax compliance, tax advice and ~~regulatory filings~~tax planning during 2021 and 2020, no tax fees were billed or ~~engagements for~~paid during those fiscal years.

~~Our auditor has~~BF Borgers CPA PC did not ~~provided~~provide any ~~non-audit~~products and services not disclosed in the ~~past~~table above during 2021 and does not anticipate providing any non-audit services to Verity. In the event non-audit services are contemplated in the future, our Board of Directors, which functions in the capacity of an audit committee, will consider whether the non-audit services provided by our auditors to us would be compatible with maintaining the independence of our auditors2020. As a result, there were no other fees billed or paid during 2021 and whether the independence of our auditors would be compromised by the provision of such services. Our Board of Directors pre-approves all auditing services and would approve any permitted non-audit services contemplated in the future, including the fees and terms of those services, to be performed for us by our independent auditor prior to engagement.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed “furnished” and not “filed”.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Report of Independent Registered Public Accounting Firm

To the ~~Board~~shareholders and the board of ~~Directors~~directors of Healthcare Solutions Management Group, Inc.

We have audited the accompanying consolidated balance sheets of ~~Verity Corp. and Its Subsidiaries (“the Company”~~Healthcare Solutions Management Group, Inc. (the "Company") as of September 30, ~~2013~~2021 and ~~2012 and~~September 30, 2020, the related ~~consolidated~~ statements of operations, ~~consolidated statements of stockholders’~~stockholders' equity (deficit), and ~~consolidated~~ cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, ~~2013~~2021 and ~~2012.~~ September 30, 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s minimal activities raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

We conducted our ~~audits~~audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our~~As part of our audits ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

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

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

Healthcare Solutions Management Group, Inc., a Delaware corporation, and successor in interest to ~~above present fairly,~~Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“we,” “us, “our” or the “Company”) was incorporated on April 11, 2006 in ~~all material respects,~~ the ~~consolidated financial position~~state of Nevada under the name Infrared Systems, International.

On April 1, 2013, the Company changed its name from AquaLiv Technologies Inc. to Verity Corp. and ~~Its Subsidiaries as~~our stock symbol changed to VRTY.

In February 2016, all of ~~September 30, 2013~~the Company’s officers and ~~2012,~~directors resigned, and the ~~results~~Company stopped substantially all operating activities. At such time, the Company became a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

On June 14, 2019, the Company entered into a Merger Agreement (the “Merger Agreement”) by and between the Company, Verity Merger Corp., a wholly-owned subsidiary of ~~its operations, changes in stockholders’ equity (deficit)~~the Company and ~~cash flows~~a Delaware corporation (the “Merger Sub”), and Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). Pursuant to the terms of the Merger Agreement, the parties agreed that Merger Sub would merge with and into HSH, with HSH being the surviving entity and becoming a wholly-owned subsidiary of the Company (the “Merger”).

The Merger closed on April 15, 2021 (the “Closing”), at which time Merger Sub merged with and into HSH with HSH being the surviving entity, and HSH became our wholly owned subsidiary. As a result of the consummation of the Merger, HSH became our wholly owned subsidiary and the business of HSH became the business of the Company going forward. HSH is an integrated healthcare company which strives to provide vital services and a high-quality of care for patients over the ~~years ended September 30, 2013 and 2012 in conformity~~course of their lifetime. HSH was organized with ~~accounting principles generally accepted~~the goal of becoming an advanced, national healthcare system in the United States, providing clinicians with state-of-the-art diagnostic and therapeutic tools, and providing patients with greater access to a higher level of ~~America.~~care in local communities that it believes have historically been underserved by the medical industry. HSH currently conducts directly through HSH, and in the near future intends to, conduct various, distinct operations through its to be formed wholly owned operating subsidiaries, within the medical industry, seeking to serve the needs of patients’ and physicians alike.

At the Closing of the Merger, Robert Stevens (the “Receiver”) appointed new officers and directors of the Company. As consideration for the services of the Receiver and his team, for acting as the court-appointed receiver for the Company and its predecessor and affiliated entities, and pursuant the Merger Agreement, as amended, in August of 2020, the Receiver and certain entities, as directed by the Receiver, were issued an aggregate total of 114,599,754 shares of the Company’s common stock. At Closing, the aggregate Merger consideration paid to the holders of the HSH common was 1,145,997,555 shares of the Company’s common stock constituting 90% of the issued and outstanding shares of Company common stock immediately following the Closing.

The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Merger Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes.

The Merger was accounted for as a reverse merger and HSH is considered the acquirer for accounting and financial reporting purposes.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going ~~concern. The~~concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has ~~suffered recurring~~incurred significant operating losses ~~has negative working capital, and has yet to generate an internal net~~since inception.

Because the Company does not expect that existing operational cash flow ~~that~~will be sufficient to fund presently anticipated operations, this raises substantial doubt about ~~its~~the Company’s ability to continue as a going concern. ~~Management’s plans~~Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through private placements, notes payable and related party loans as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans in ~~regard~~order to ~~these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty~~

~~The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these consolidated financial statements.~~

~~The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these consolidated financial statements.~~fund its operations.

Verity Corp. (the “Company”) is the parent of Verity Farms II, Inc. (“Verity Farms II”) and Aistiva Corporation (“Aistiva”) (fka AquaLiv, Inc.). Verity Farms II is dedicated to providing consumers with safe, high-quality and nutritious food sources through sustainable crop and livestock production. Aistiva has released productsChange in the industries of water treatment, skincare, and agriculture. Aistiva is primarily known for the AquaLiv Water System product which also produces the majority of its revenueand blends well with the Verity Water systems.

On ~~December 31, 2012,~~November 5, 2020, the Company’s court appointed receiver, acting under judicial order on behalf of the Board of Directors of the Company, ~~entered into that certain share exchange agreement (the “Share Exchange Agreement”)~~in accordance with the Company’s Bylaws, acted by ~~and among~~written consent to change the ~~Company, Verity Farms II, Aistiva, and Focus Systems, pursuant~~Company’s Fiscal Year End from June 30 to which the Company acquired 100% of the outstanding stock of Verity Farms II. Verity Farms II is dedicated to providing consumers with safe, high quality and nutritious food sources through sustainable crop and livestock production. Verity Farms II has built the foundation for expansion that is diversified into three distinct, yet interlinked, divisions operating six business units. The three divisions: Soil Preservation, Verity Water Systems and Consumer Products. Soil Preservation consists of Verity Farms and Verity Turf; Verity Water Systems comprises its own division; and, Consumer Products will consist of Verity Meats, Verity Produce and Verity Grains. The common goal within each business unit of Verity Farms II is to decrease chemical dependency, diminish the need for genetic modification, preserve the family farm, and ultimately, provide a nutritious, high-quality food source to consumers.

Since the 1970’s, farmers associated with Verity Farms II and its subsidiaries and predecessors have dedicated their farming practices to healthy soil and crop production based upon natural practices and limited chemical usage. Since June 2011, substantial resources of people and facilities have been applied to build the organizational model to expand those efforts into an effective and efficient growth of natural healthy food products.

Verity Farms II has developed an environmentally friendly Organic Matals Review Institute (“ORMI”) approved fertilizer to provide a natural, weed-free lawn that is safe to use and good for the environment. This product is people and pet friendly. It nurtures your grass by enhancing the natural biology of your soil.

Verity Water Systems units are maintenance-free products designed to be used directly in water lines to both revitalize the water at the molecular level and to increase the water’s energy-carrying capability. Different models are designed according to the water capacity needed either for personal or commercial usage. Some of the potential benefits of Verity Water Systems as represented by the Company include: healthier livestock and poultry through improved hydration, oxygenation and energy; plants require less water; increase in nutrient content of seed crops and produce; plants withstand extremes in hot and freezing temperatures better; significantly increased bio-availability of nutrients; longer shelf life of agricultural produce and cut flowers; decreased seed germination time; greatly improved aerobic bacterial activity; eliminates mineral deposits like calcium, iron & aragonite; reduced bio-availability of pollutants and toxins; and increased life span of water valves, pipes, hot water heaters, swamp-coolers and humidifiers.

Verity Meats has on a limited basis and intends to expand the offer of all -natural meat products born and raised with pride by American Family Farmers. Working with only a core group of dedicated livestock producers throughout South Dakota, Minnesota and Iowa, The Company was able to tailor production protocols directly to end-product needs. By knowing the importance of using quality inputs for quality results, its producers follow a program that utilizes the best of animal nutrition, health, technology, and economics along with many years of practical knowledge and scientific principles. Verity Family Farmers follow defined protocols for the production of their grain and livestock. The protocols require proper preparation of the ground. Following up to three years of conditioning and cleansing of the soil, the soil is tested and must be free of more than 250 chemical residues. The grain used to feed the livestock must pass the same test before qualifying as feed for Verity livestock. The result is the highest quality meats available, according to management, – raised for Verity Farms customer’s total eating enjoyment and health.

Verity Grain comes from the harvest of Verity Farms Crops. These grains originate from only non-GMO (genetically modified organism) seeds which are raised on soil which has tested below detectable limits for 250 known carcinogens and chemicals residues (test performed by independent labs using FDA and EPA test methods/guidelines). Following harvest, these grains are again tested for the 250 known carcinogens and chemical residues. Those grains which test free from those carcinogens and chemicals are then Verity Farms II certified to be fed to livestock and sold for consumption.

Verity Produce is the newest, and could become one of the most crucial components of the Company. Verity Produce consists of fruits and vegetables which are raised for human consumption. Verity Produce has been patterned after the Verity Farms crop production program, utilizing the same concept of creating a healthy, balanced soil. This creates an optimum environment for plants to grow and flourish.

Aistiva’s scientists discovered that most substances and compounds have a unique information signature that influences biological processes via a magnetic cellular mechanism (non-chemical). The company’s technology records this biologically significant magnetic information (bio-information) from a compound or substance and allows for the manipulation, combining, and subsequent transmittal to an organism. Bio-information from a variety of sources are combined and/or altered to produce a bio-information composite designed to influence specific biological processes. The composite can be transmitted to an organism via a variety of methods, including mineralized water, electromagnetic wave, or magnetic field. This technology has the potential to greatly enhance the Verity chemical free plant and animal productions.

The technology, while still at an early stage of development, already has direct applications in the industries of water purification, environmental science, agriculture, animal husbandry. Revenues generated from Aistiva’s products for the year ended September 30, 2013 were $459,000 and for the year ended September 30, 2012 were $449,626.

The AquaLiv Water System is a water purification and enhancement apparatus that produces a high-quality drinking water. A variety of technologies are utilized in the system to remove impurities from the water, add minerals to the water, alter the molecule to molecule bonding structure of the water molecules, reduce the surface tension, improve the Oxidation Reduction Potential, and increase the pH, dissolved oxygen, and dissolved hydrogen content in the water. Additionally, the water’s bio-information is altered to resemble spring water before processing and treatment. The AquaLiv Water System has approximately 400 users and produces approximately 99% of Aistiva’s sales revenues. The Aistiva water systems provide a key link to Human water consumption that is missing in the Verity water systems.

AgSmart Rice is combined service and product offering that increases rice yields by 30-60% on average (data from actual commercial usage) while decreasing the duration before harvest by approximately one month. Treated rice crops are more resistant to pests, diseases, and wind/hail damage. AgSmart Rice is 100% natural and organic standards compliant and uses no chemical fertilizers, herbicides, or pesticides. AgSmart Rice benefits rice plants by encouraging greater root growth and photosynthesis ability. AgSMart Rice has been available since 2011 and is currently used by 2 farms at no charge for their aid in AgSmart Rice’s development. AgSmart Rice is not marketed due to a lack of financial resources and personnel. As of today, AgSmart Rice does not produce any revenue.

AgSmart Potato is a combined service and product offering that has shown increases in potato yields by over 100% in market value (calculated using recent size/weight values coupled with average test results between treated and untreated test plots) under initial company testing. Treated potato crops have a consistent number of potatoes compared to untreated crops, however, the average size and weight are significantly increased while the normal counts of waste-sized potatoes are greatly reduced. Treated crops have also shown to be more resistant to pests and diseases caused by bacteria and viruses. AgSmart Potato is 100% natural and organic standards compliant and uses no chemical fertilizers, herbicides, or pesticides. AgSmart Potato benefits potato plants by encouraging greater root growth and photosynthesis ability while controlling bacterial and fungal activity. The Company plans on performing further third party commercial tests of the product prior to commercial distribution. The product is still under development and not yet available to the general public.

The practical and historical proven practices of Verity’s crop and animal production processes, combined with the advanced “scientific potential” of Aistiva’s products will provide Verity Corp the synergy to set the standards in healthy food production.

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.

On September 13, 2021, the Board of Directors of the Company approved a 1 for 115 Reverse Stock Split of the Company’s common stock with any fractional shares of common stock resulting therefrom being rounded up to the nearest whole share of common stock. All share amounts referenced in this Report have been retroactively adjusted to reflect the reverse stock split for all periods presented, unless specifically stated otherwise.

Certain prior period amounts have been reclassified to conform with the current period presentation.

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities ~~and disclosures of contingent assets and liabilities~~ at the dates of the consolidated financial statements, as well as the reported amounts of ~~revenues and~~ expenses during the reporting periods. These accounts and estimates include, but are not limited to ~~the valuation of accounts receivables, inventories, prepaid expenses, other receivables, investment in partnership,~~ liabilities and ~~the estimation on useful lives of property, and plant and equipment.~~tax provisions. Actual results could differ from these estimates.

The consolidated financial statements include the financial statements of the Company and its ~~subsidiaries.~~

subsidiary. All significant inter-company balances and transactions within the Company and subsidiaries have been eliminated upon consolidation.

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of the accounts receivables collectibles. Judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages to different receivables categories. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.

Based on the above assessment, during the reporting periods, management establishes the general provisioning policy to make an allowance equivalent to approximately 5% of the gross amount of accounts receivables. Additional specific provision is made against accounts receivables to the extent which they are considered to be doubtful.

Historically, losses from uncollectible accounts have not significantly deviated from the general allowance estimated by management and no significant additional bad debts have been written off directly to net income. There were no changes in the general provisioning policy in the past since establishment and management considers that the aforementioned general provisioning policy is adequate, not excessive and does not expect to change this established policy in the near future. As of September 30, 2013 and September 30, 2012, the Company recorded an allowance for uncollectible accounts in the amounts of $8,584 and $0, respectively.

Inventories consist of raw materials and finished goods and goods available for resale, which are valued at lower of cost or market value, cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand, which was approximately 5% of ending inventories at the reporting periods. The spoilage will be written-off directly to the profit and loss when it occurs. As of September 30, 2013 and September 30, 2012, the Company recorded an allowance for obsolete inventories in the amounts of $33,630 and $10,403, respectively.

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational. There are no estimated residual values taken into account.

~~Expenditures for maintenance and repairs that do not make the fixed asset more useful or prolong its useful life are expensed as incurred.~~Revenue Recognition

~~Impairment~~Service income is generated from the resale of ~~Long Lived Assets~~3^rd party services into physician offices. Operating income is generated directly from physicians and other entities in the medical business for providing management services for them.

~~The Company evaluated~~In May 2014, the ~~recoverability of its property, plant, equipment, and other long-lived assets in accordance with FASB~~Financial Accounting Standards ~~Codification Topic 360,~~~~“Property, Plant~~Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and ~~Equipment”~~ ~~(“ASC 360”), which requires~~supersedes most current revenue recognition ~~of impairment of long-lived assets~~guidance, including industry-specific guidance. The guidance provided in the event the net book value of such assets exceed the estimated future undiscounted cash flows attributable to such assets or the business to which such intangible assets relate. The Company evaluated the recoverability of the fixed assets and did not recognize any impairment during the year ended September 30, 2013.

~~The Company follows paragraph 825-10-50-10 of the FASB~~ Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures ~~about~~regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. This new guidance was initially effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016 and early adoption was not permitted. However, in July 2015, the FASB voted to defer the effective date of this ASU by one year for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. As a result, the effective date for the Company was January 1, 2018.

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value ~~of its financial instruments and paragraph 820-10-35-37 of~~as the ~~FASB~~exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37820 also establishes a fair value hierarchy which ~~prioritizes~~requires an entity to maximize the use of observable inputs ~~to valuation techniques~~and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value into three 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 levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:value:

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021 and September 30, 2020. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, trade receivables, related party payables, accounts payable, accrued liabilities and short-term borrowings. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand.

The ~~carrying amounts~~estimated fair value of ~~the Company’s financial~~ assets and liabilities ~~such~~acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as ~~cash and accounts payable approximate their~~Level 3 in the fair ~~values because of the short maturity of these instruments.~~value hierarchy.

The Company ~~does not have any assets or liabilities measured at~~determines the fair value of contingent consideration based on a ~~recurring or~~probability-weighted discounted cash flow analysis. The fair value remeasurement is based on significant inputs not observable in the market and thus represents a ~~non-recurring basis, consequently,~~Level 3 measurement as defined in the fair value hierarchy. In each period, the Company ~~did not have any~~reassesses its current estimates of performance relative to the stated targets and adjusts the liability to fair ~~value~~value. Any such adjustments ~~for assets and liabilities measured at fair value at September 30, 2013 and September 30, 2012 nor gains or losses~~ are ~~reported~~included as a component of Other Income (Expense) in the ~~statement~~Consolidated Statements of ~~operations that are attributable to the change in unrealized gains or losses relating to those assets~~Operations and ~~liabilities still held at the reporting date for the for the year ended September 30, 2013.~~Comprehensive Loss.

The Company ~~derives revenues from~~was initially funded by Landes & Cie Private Trust based out of Sweden. In the ~~sale~~U.S. there are certain regulatory requirements for healthcare companies in U.S. to maintain a minimum amount of ~~agricultural products, animal feeds, consulting services,~~capital on hand or they are subject to additional rules and ~~various water units. In accordance with guidance by paragraph 605-10-S99-1~~regulation. Landes provided enough capital for the company so that all regulatory capital thresh holds are met.

We have identified accounting for marketable investment securities as a critical accounting policy due to the significance of the ~~FASB ASC for revenue recognition,~~amounts included in our balance sheet. All of the ~~Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services~~securities included in investments have ~~been rendered, the selling price is fixed or determinable~~quoted market prices and ~~collectability is reasonably assured.~~trade actively. The Company’s ~~sales arrangements are~~intention is not ~~subject~~ to ~~warranty.~~actively trade its investments or to use this investment for working capital. The Company records these investments at their fair value based on quoted market prices with the unrealized gain or loss recorded in accumulated other comprehensive income, a component of stockholders’ equity, net of deferred taxes.

~~Cost of goods sold consists primarily of material costs which are directly attributable to the manufacture of products, to the products held for resale and to the provision of services.~~

The Company adopts the ASC Topic 740, “Income Taxes ”“ regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties, and interest, accounting in interim periods and disclosure. For the years ended September 30, ~~2013~~2021, and ~~2012,~~2020, the Company did not have any interest and penalties associated with tax positions. As of September 30, ~~2013~~2021, and ~~2012,~~September 30, 2020, the Company did not have any significant unrecognized uncertain tax positions.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits or that future deductibility is uncertain.

~~The~~With the exception of legal fees, substantially all professional fees expensed by the Company ~~did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant~~subsequent to the ~~provisions~~appointment of ~~Section 740-10-25 for~~ the ~~twelve months ended September 30, 2013.~~court-appointed Receiver, represent hours of work performed by him to help the Company emerge from receivership by obtaining external financing. The fees are a liability of the Company and are expensed as incurred.

The Company adopted FASB Accounting Standards Codification 220 “Comprehensive Income” (ASC “220”) which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during the year from non-owner sources. There are no items of comprehensive income (loss) applicable to the Company during the years covered in the consolidated financial statements.

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20, the Related parties ~~include:~~include a). affiliates of the Company; b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d). principal owners of the Company; e). management of the Company; f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall ~~include:~~include a). the nature of the relationship(s) involved; b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s consolidated financial position, consolidated results of operations or consolidated cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows.

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

The equipment is comprised of ultrasounds, beds, stretchers, cardiac telemetry equipment, cardiac monitors, defibrillators, and other surgical equipment.

Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The estimated useful lives of property and equipment are as follows:

As of September 30, 2021 and September 30, 2020 the Company had $1,821,081 and $587,083 in equipment that had not yet been placed in service.

The Company adopted FASB Accounting Standards Codification 855 “Subsequent Events” (“ASC 855”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (ASC 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.NOTE3. ACCOUNTS RECEIVABLE

In June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting update eliminates the option to presentThe following table sets forth the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s ~~consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.~~accounts receivable on September 30, 2021 and September 30, 2020:

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which allows, but does not require, an entity when performing its annual goodwill impairment test the option to first do an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount for purposes of determining whether it is even necessary to perform the first step of the two-step goodwill impairment test. Accordingly, based on the option created in ASU 2011-08, the calculation of a reporting unit’s fair value is not required unless, as a result of the qualitative assessment, it is more likely than not that fair value of the reporting unit is less than its carrying amount. If it is less, the quantitative impairment test is then required. ASU 2011-08 also provides for new qualitative indicators to replace those currently used. Prior to ASU 2011-08, entities were required to test goodwill for impairment on at least an annual basis, by first comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit is less than its carrying amount, then the second step of the test is performed to measure the amount of impairment loss, if any. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 during the first quarter of fiscal 2013. The adoption of ASU 2011-08 did not impact the Company’s results of operations or financial condition.

~~In July 2012,~~For the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment”. The guidance allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

ASU 2012-02 allows companies the option to first assess qualitatively whether it is more likely than not that an indefinite-lived intangible asset is impaired, before determining whether it is necessary to perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to perform the qualitative assessment on none, some, or all of its indefinite-lived intangible assets or choose to only perform the quantitative impairment test for any indefinite-lived intangible in any period.

~~ASU 2012-02 is effective for annual and interim impairment tests performed for~~ fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the guidance and the impact ASU 2012-02 will have on its consolidated financial statements.

The accompanying financial statements have been prepared by the Company in accordance with Article 8 of U.S. Securities and Exchange Commission’s (the “SEC”) Regulation S-X. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2013 and 2012 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2013 audited financial statements.

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2013, the Company had a retained deficit of $10,828,681 and current liabilities in excess of current assets by $4,034,656. During the year ended September 30, ~~2013,~~2021 and 2020, the ~~Company incurred a net loss~~were no customers that accounted for more than 10% of $7,593,213 and incurred negative cash flows from operations of $997,970. These factors create an uncertainty about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.annual revenue.

The Company’s continuation as a going concern is dependent upon its ability to increase revenues, decrease or contain costs and achieve profitable operations. In this regard, Company’s management is focused on the development and expansion of the Company’s technology, including water filtration and purification, bio-information and life sciences, the deployment of its technology platform in the agricultural medical fields, and the licensing of patents, as well as exploring strategic acquisitions in the technology field. Should the Company’s financial resources prove inadequate to meet the Company’s needs before additional revenue sources can be realized, the Company may raise additional funds through loans or through sales of common or preferred stock. There is no assurance that the Company will be successful in achieving profitable operations or in raising any additional capital.

Note payable- related party: At September 30, 2013, the Company had a note payable due to our Board Member in the amount of $341,267 which is secured by the Company’s ownership in Aistiva Corporation, carries accrued interest of 6% and is due on December 28, 2013, the interest accrued but not paid as of September 30, 2013 is $14,760. A second note payable to our Board Member in the amount of $2,805,000 is unsecured, carries an interest rate of 3% and is due on demand. The interest accrued, but not paid as of September 30, 2013 is $84,396. A third note payable to our Board Member in the amount of $150,000, is unsecured, carries an interest rate of 5% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $14,404. A fourth note payable to our Board Member in the amount of $340,000, is unsecured, carries an interest rate of 3% and is due on demand. The interest accrued but not paid as of September 30, 2013 is $20,986.

Real estate loan- related party: In December 2012, the Company issued a note payable in the amount of $2,400,000 to a company under the control of our Board Member to acquire land. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2018. At September 30, 2013, the balance of this loan is $2,400,000 and the interest accrued but not paid is $108,000. In December 2012, the Company issued a note payable in the amount of $500,000 to a company under the control of our Board Member to acquire a building. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2017. At September 30, 2013, the balance of this loan is $500,000 and the interest accrued but not paid is $22,500.

As of September ne 30, ~~2013~~2021 and ~~2012, the Company had prepaid expenses of $136,391 and $0, respectively, and consisted of the following:~~

~~Depreciation expense for the years ended~~ September 30, ~~2013 and 2012 was $113,588 and $5,704, respectively.~~

Land valued at $2,400,000 as of December 31, 2012, includes a 240 acre parcel located in Sioux Falls, South Dakota. The Company acquired the land for the purposes of a future corporate campus and to create buffered test plots for our various farming operations. The property was originally acquired from a board member at an appraised value of $9,963 per acre.

Warehouses include two properties whose total value is $800,000 as of December 31, 2012. The first property is located in Pelham, Georgia, includes 16 acres, a 16,748 square foot building and is being used as a distribution center. The property was acquired from our board member for $500,000. Prior to the acquisition, the property was appraised for $469,000 and received improvements totaling $110,000 since its original purchase. The second warehouse, also being used as a distribution center, is located in Orange City, Iowa. The property was acquired from a third party for $300,000 and has a 6,600 square foot building on 20 acres of land.

In 2006, Verity Farms II acquired a 19% interest in Crop Resources LLC by contributing $25,000 cash to the partnership. Investment in partnership was comprised of the following amounts as of September 30, 2013 and 2012, respectively.

Note payable: At September 30, 2013, the Company had a note payable to an affiliated company of one of our former officers in the amount of $28,955, which is not secured by collateral of the Company, carries accrued interest of 6% and is due on demand by the holder. The interest accrued, but not paid as of September 30, 2013 is $1,305. In July 2013, the Company entered into a Mutual Rescission of Note Conversion and Reinstatement of Debt Agreement, Pursuant to which an aggregate of 900,000 shares of common stock were returned to the Company and $72,000 worth of note payable was reinstated. The interest accrued but not paid as of September 30, 2013 is $1,080.

Real estate loan: In December 2012, the Company issued a note payable in the amount of $278,500 to acquire a building from an unrelated party. The loan is secured by real estate, carries an interest rate of 4.7% and is due in January 2015. At September 30, 2013,2020 the balance of ~~this loan~~investments was $89,823,346 and $83,087,469 respectively. These investment are comprised of securities that trade frequently with quoted prices. The Company’s intention is ~~$271,125 and~~not to trade these securities but rather to hold these securities to demonstrate that the Company has ~~paid $8,625 in interest and $7,375 in principal.~~enough capital on hand to meet regulatory requirements for certain healthcare companies.

~~Real estate loan- related party: In December 2012,~~For the Company issued a note payable in the amount of $2,400,000 to a company under the control of our Board Member to acquire land. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2018. At September 30, 2013, the balance of this loan is $2,400,000 and the interest accrued but not paid is $108,000. In December 2012, the Company issued a note payable in the amount of $500,000 to a company under the control of our Board Member to acquire a building. The loan is secured by real estate, carries an interest rate of 6% and is due in September 2017. At September 30, 2013, the balance of this loan is $500,000 and the interest accrued but not paid is $22,500.

~~Comparatively, at~~ fiscal year ended September 30, ~~2012,~~2021 the Company ~~had notes payable in~~recorded an unrealized gains on investments of $5,598,328 compared to a unrealized loss on investments of $1,137,548 for the ~~amount of $343,224. The notes included a note payable to an unaffiliated party in~~fiscal year ended September 30, 2020, respectively.

Since the ~~amount of $93,769, which is not secured by collateral~~inception of the Company, ~~carries accrued interest of 6% and is due on demand by the holder. The second note payable is to an affiliated company of our former President in the amount of $28,456, is not secured by collateral~~substantially all of the ~~company, carries no~~funding for Company has been provided by related parties that have extended interest ~~and is due on~~free demand ~~by the holder.~~loans. These related parties are as follows:

The following tables set forth the components of the Company’s notes as of September 30, 2021 and September 30, 2020

The Company has 1,400,000,000 common shares authorized at a par value of $0.001. As of September 30, ~~2013~~2021, and ~~2012,~~September 30, 2020 the were 11,072,440 and 1,107,244 common shares outstanding, respectively.

On September 13, 2021, the Board of Directors of the Company ~~had customer deposits~~approved a 1 for 115 Reverse Stock Split of ~~$10,241 and $0, respectively, representing payments received for orders not yet shipped.~~the Company’s common stock with any fractional shares of common stock resulting therefrom being rounded up to the nearest whole share of common stock

On April ~~4, 2013,~~15, 2021 the Company ~~effectuated a 1 for 100 reverse split of its common stock. All common stock and per share data for all periods presented in these financial statements have been restated to give effect to~~consummated the ~~reverse split.~~

~~On October 9, 2012, the Company issued 214,839 (post-reverse split)~~Merger, whereby 9,965,196 (post-split) shares of ~~common stock to Asher Enterprises, Inc to retire $31,306 in debt and accrued interest.~~

~~On November 11, 2012,~~ the ~~Company issued 225,492 (post-reverse split) shares of common stock to Auctus Private Equity Management, Inc. (“Auctus”) as commitment shares valued at $22,994 pursuant to the Equity Agreement.~~

~~On December 10, 2012, the Company issued 1,200,000 (post-reverse split) shares of common stock to four shareholders to retire a total of $95,182 in debt and accrued interest.~~

~~On December 31, 2012, the Company issued 250,000 (post-reverse split) shares of common stock to Trak Management Group, Inc. as compensation for consultation services valued at $25,000.~~

~~On December 31, 2012, the Company issued 150,000 (post-reverse split) shares of common stock as compensation for rendered professional services valued at $15,000.~~

~~On December 31, 2012, the Company issued 50,000 (post-reverse split) shares of common stock to Auctus as commitment shares valued at $4,000 pursuant to the Equity Agreement.~~

On December 31, 2012, the Company issued 4,850,000 shares of Series B Convertible Preferred Stock to the shareholders of Verity Farms II, Inc . valued at $4,850,000 pursuant to a share exchange agreement.

~~On February 26, 2013, the Company reduced the number of Series C preferred Stock from 10,000 shares to 51 shares.~~

~~On April 12, 2013, the Company issued 69,672 shares of common stock to Dayspring Capital as compensation for their consulting services valued at $29,958.~~

~~On April 12, 2013, the Company issued 278,686 shares of common stock to Maxim Partners LLC as compensation for their consulting services valued at $119,834.98.~~

~~On July 23, 2013, the Company entered into a Mututal Rescission of Note Conversion and Reinstatement of Debt Agreement, Pursuant to which an aggregate of 900,000 shares of~~Company’s common stock were ~~returned~~issued to the ~~Company and $72,000 worth~~holders of ~~note payable was reinstated.~~

~~On August 22, 2013, 9 shareholders converted an aggregate of 582,000 shares of Series A preferred stock to 1,986,340 shares of~~HSH common stock.

~~At September 30, 2013, 11.6%~~The Company’s principal office is located at 3 School St, Suite 303, Glen Cove, NY 11542, where it leases approximately 2,250 square feet of office space at a monthly rent of $2,500 per month. We believe that these facilities are adequate to support the Company’s ~~accounts receivable was due from a single customer. During the twelve months ended September 30, 2013, 7.5% of the Company’s revenues were generated from a single customer compared~~existing operations and that we will be able to ~~2% for the twelve months ended September 30, 2013.~~obtain appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary.

Due to the historical operating ~~loss and~~losses, the inability to recognize an income tax benefit, and the failure to file tax returns for numerous years, there is no provision for current or deferred federal or state income taxes for the period from inception through ~~September 30, 2013.~~

~~Deferred income taxes reflect~~ the ~~net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.~~

~~The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of September 30, 2013 and 2012, respectively, is as follows:~~

~~The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years~~period ended September 30, ~~2013 and 2012 is as follows:~~

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $844,750 and $93,450 in the years ended September 30, 2013 and 2012, respectively.

2021. As of September 30, ~~2013,~~2021 the Company had a ~~federal and state net operating loss carry forward in~~retained earnings deficit of $29,171,161, however, the amount of ~~approximately $3,183,000 which expires in the year 2033.~~that loss that could be carried forward to offset future taxes is indeterminable.

In ~~March 2013~~accordance with ASC 855-10 management has performed an evaluation of subsequent events from September 30, 2021, through the ~~Company’s operating subsidiary FOCUS ceased operations due to change in management. FOCUS represented less than 0.1% of~~date the ~~Company’s revenues in 2013 and 7% in 2012. The discontinued operations are reported in these~~ financial statements ~~as for the years ended September 30, 2013~~were available to be issued and ~~2012~~noted in subsequent events requiring disclosure except as follows:

Additionally, subsequent to September 30, 2021, the Company issued 142,198 shares for consulting services.

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Delaware	~~333-147367~~	38-3767357
(State or other jurisdiction of incorporation or organization)	~~(Commission~~ ~~File Number)~~	(I.R.S. Employer Identification ~~Number)~~No.)

3 School St, Suite 303, Glen Cove NY		11542
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐	Accelerated ~~Filer [ ]~~filer	~~Accelerated Filer [ ]~~ ☐
Non-accelerated Filer
~~Non-Accelerated Filer [ ]~~ ☒	Smaller reporting company ~~[X]~~	☒
		Emerging growth company	☐


		4
~~Item 1.~~	~~Business~~	9
~~Item 1A.~~	~~Risk Factors~~	13
~~Item 1B.~~	~~Unresolved Staff Comments~~	14
~~Item 2.~~	~~Properties~~	14
~~Item 3.~~	~~Legal Proceedings~~	14
~~Item 4.~~	~~Mine Safety Disclosures~~	15

	·	Advance Care Medical Holdings, Inc. is a Delaware, corporation (“ACM”) which seeks to offer a host of comprehensive care service directly to patients;

	·	HSH Surgical, Inc. is a Delaware, corporation (“HSHS”) which seeks to own and operate Ambulatory Surgery Centers; and

	·	HSH Medical Services, Inc. (“HSHMS”) is a Delaware, corporation which seeks to provide ancillary services directly to physician offices and engage in sales and marketing of medical products to doctors.

			PAGE NO.
PART III

Item 1.	Business.		3
Item 1A.	Risk Factors.		21
Item 1B.	Unresolved Staff Comments.		32
Item 2.	Properties.		32
Item 3.	Legal Proceedings.		32
Item 4.	Mine Safety Disclosures.		33

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ~~Securities~~Securities.	15	34
Item 6.	~~Selected Financial Data~~[Reserved]	16	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results ~~Of Operations~~of Operations.	16	38
Item 7A.	Quantitative ~~And~~and Qualitative Disclosures About Market ~~Risk~~Risk.	21	41
Item 8.	Financial Statements and Supplementary ~~Data~~Data.	21	41
Item 9.	Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial ~~Disclosure~~Disclosure.	21	41
Item 9A.	Controls and ~~Procedures~~Procedures.	21	42
Item 9B.	Other ~~Information~~Information.	21	43
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		43
~~PART III~~
PART III

Item 10.	Directors, Executive Officers and Corporate ~~Governance~~Governance.	22	44
Item 11.	Executive ~~Compensation~~Compensation.	25	47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder ~~Matters~~Matters.	26	49
Item 13.	Certain Relationships and Related Transactions, and Director ~~Independence~~Independence.	27	51
Item 14.	Principal Accounting Fees and ~~Services~~Services.	28	51

PART IV

Item 15.	Exhibits, Financial Statement ~~Schedules~~Schedules.	29	52
Item 16.	Form 10-K Summary.		55
	Signatures.		56

	·	A management consulting agreement with Black Label Services, Inc., dated July 15, 2018: 22,000,000 shares of common stock.

	·	A management consulting agreement with Jackson Hole Medical Advisors, Inc., dated July 15, 2018: 22,000,000 shares of common stock.

	·	An employment agreement with Jonathan Loutzenhiser, dated July 15, 2018: 22,000,000 shares of common stock.

	·	A consulting services agreement with 168 Capital, Inc., dated October 1, 2018: 9,000,000 shares of common stock.

	·	A consulting services agreement with Alpha Properties LLC., dated October 1, 2018: 3,000,000 shares of common stock.

	·	A consulting services agreement with Stin Marketing Group LLC., dated October 1, 2018: 3,000,000 shares of common stock.

	·	Allergy and Immunology
	·	Cardiovascular Issues
	·	Endocrine Issues
	·	Eyes, Ears, Nose and Throat
	·	Gastrointestinal Complaints

	·	Gynecology and Women’s Health
	·	Infectious Illnesses
	·	Pediatric Complaints
	·	Pulmonary Complaints
	·	Wound Care

	·	Cardiac Surgery
	·	Vascular Surgery
	·	Bariatric Surgery
	·	Colon and Rectal Surgery
	·	Endocrine Surgery
	·	General Surgery
	·	Gynecological Surgery
	·	Hand Surgery
	·	Head and Neck Surgery
	·	Hernia Surgery
	·	Neurosurgery
	·	Orthopedic Surgery
	·	Ophthalmological Surgery
	·	Outpatient Surgery
	·	Pediatric Surgery
	·	Plastic and Reconstructive Surgery
	·	Podiatric Surgery
	·	Robotic Surgery (Da Vinci Robotic Surgical System)
	·	Thoracic Surgery
	·	Urologic Surgery

	·	Medical Equipment: examples include but are not limited to back braces with cold therapy, shoulder sling/braces, custom fit full-length knee brace, total joint kit, spine kit, pain patch and others.

	·	Medical Devices: examples include but are not limited to electrocardiogram (ecg) 3 / 6 / 12 / 18 lead units, interpretative ecg units, electroencephalogram (eeg) monitoring equipment, home sleep monitoring equipment, cardiac monitoring equipment and others.

	·	Laboratory Services: examples include but are not limited to molecular testing, pharmacogenomic testing, cancer genetic testing, breast cancer/lynch syndrome/colon, molecular pathology, respiratory testing, pathology testing, wound care testing, urine blood wellness testing and others.

	·	Pharmacy Services- examples include but are not limited to traditional mail order, specialty compounding, 503a/503b opportunities, wholesale, specialty non-opioid, pain, podiatry and others.

	·	Facilities management;
	·	Operational reporting (workflow auditing);
	·	Billing services;
	·	Performance evaluations for staff;

	·	Laboratory, Pathology, Radiology, Pharmacy, Variety of In-office Ancillary Services;
	·	Evaluate compliance issues and documentation systems & provide operations oversight to suggest areas of improvement;
	·	Review accounts payable and accounts receivable - revenue cycle and supply chain management; and
	·	Liaison between medical office administrators and service providers.

	·	Leverage HSH’s relationships, assets, and experience to develop HGHCs.
	·	Grow HGHCs by utilizing banking relationships to facilitate acquisitions.
	·	Assist to and launch HGHCs to public markets.

●	difficulties integrating the operations, technologies, services, and personnel of the acquired companies;

●	challenges maintaining our internal standards, controls, procedures, and policies;

●	diversion of management’s attention from other business concerns;

●	over-valuation by us of acquired companies;

		~~Page~~
~~PART I~~

●	litigation resulting from activities of the acquired company, including claims from terminated employees, customers, former stockholders and other third parties;

●	insufficient revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

●	insufficient indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

●	entering markets in which we have no prior experience and may not succeed;

●	risks associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries or regions;

●	potential loss of key employees of the acquired companies; and

●	impairment of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration of acquired operations and new management personnel.

	·	federal laws, including the federal False Claims Act, which provide for penalties against entities and individuals which knowingly or recklessly make claims to Medicare, Medicaid, and other governmental healthcare programs, as well as third-party payors, which contain or are based upon false or fraudulent information;

	·	a provision of the Social Security Act, commonly referred to as the “Anti-Kickback Statute,” that prohibits the knowing and willful offering, payment, solicitation or receipt of any bribe, kickback, rebate, or other remuneration, in cash or in kind, in return for the referral or recommendation of patients for items and services covered, in or in part, by federal healthcare programs such as Medicare and Medicaid;

	·	a provision of the Social Security Act, commonly referred to as the Stark Law or physician self-referral law, that (subject to limited exceptions) prohibits physicians from referring Medicare patients to an entity for the provision of specific “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship with the entity, and prohibits the entity from billing for services arising out of such prohibited referrals;

	·	a provision of the Social Security Act that provides for criminal penalties on healthcare providers who fail to disclose known overpayments;

	·	a provision of the Social Security Act that provides for civil monetary penalties on healthcare providers who fail to repay known overpayments within 60 days of identification or the date any corresponding cost report was due, if applicable, and also allows improper retention of known overpayments to serve as a basis for False Claims Act violations;

	·	state law provisions pertaining to anti-kickback, self-referral, and false claims issues, which typically are not limited to relationships involving governmental payors;

	·	provisions of, and regulations relating to, the Health Insurance Portability and Accountability Act (“HIPAA”) that provide penalties for knowingly and willfully executing a scheme or artifice to defraud a health-care benefit program or falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services;

	·	provisions of HIPAA and Health Information Technology for Economic and Clinical Health Act (“HITECH”) limiting how covered entities, business associates and business associate sub-contractors may use and disclose PHI and the security measures that must be taken in connection with protecting that information and related systems, as well as similar or more stringent state laws;

	·	federal and state laws that provide penalties for providers for billing and receiving payment from a governmental healthcare program for services unless the services are medically necessary and reasonable, adequately, and accurately documented, and billed using codes that accurately reflect the type and level of services rendered;

	·	federal laws that provide for administrative sanctions, including civil monetary penalties for, among other violations, inappropriate billing of services to federal healthcare programs, payments by hospitals to physicians for reducing or limiting services to Medicare or Medicaid patients, or employing or contracting with individuals or entities who/which are excluded from participation in federal healthcare programs;

	·	federal and state laws and policies that require healthcare providers to enroll in the Medicare and Medicaid programs before submitting any claims for services, to promptly report certain changes in their operations to the agencies that administer these programs, and to re-enroll in these programs when changes in direct or indirect ownership occur or in response to revalidation requests from Medicare and Medicaid;

	·	state laws that prohibit general business entities from practicing medicine, controlling physicians’ medical decisions, or engaging in certain practices, such as splitting fees with physicians; and

	·	provisions of the Social Security Act (emanating from the Deficit Reduction Act of 2005 (the “DRA”)) that require entities that make or receive annual Medicaid payments of $5 million or more from a single Medicaid program to provide their employees, contractors and agents with written policies and employee handbook materials on federal and state false claims acts and related statutes, that establish a new Medicaid Integrity Program designed to enhance federal and state efforts to detect Medicaid fraud, waste, and abuse, and that increase financial incentives for both states and individuals to bring fraud and abuse claims against healthcare companies.

	·	variations in our quarterly operating results,
	·	changes in general economic conditions,
	·	changes in market valuations of similar companies,
	·	announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments,
	·	poor reviews;
	·	loss of a major customer, partner, or joint venture participant; and
	·	the addition or loss of key managerial and collaborative personnel.

●	·	that a broker or dealer approve a person’s account for transactions in penny ~~stocks;~~stocks, and

● ·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.


●		In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	·	obtain financial information and investment experience objectives of the ~~person;~~person, and

● ·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

●	·	sets forth the basis on which the broker or dealer made the suitability ~~determination;~~determination and

● ·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

LOCATION	LEASE/OWN	MONTHLY RENT
Corporate Office Sioux Falls, South Dakota	Lease	$	5,000
Warehouse Orange City, Iowa	Own
Warehouse Pelham, Georgia	Own
Land Sioux Falls, South Dakota	Own

Quarter ended	Split Adjusted
	High		Low
December 31, 2011	$	0.63	$	0.07
March 31, 2012	$	1.55	$	0.51
June 30, 2012	$	0.60	$	0.19
September 30, 2012	$	0.38	$	0.13
December 31,2012	$	0.17	$	0.06
March 31, 2013	$	0.81	$	0.10
June 30, 2013	$	0.74	$	0.30
September 30, 2013	$	0.75	$	0.37

Period	High		Low
Fiscal Year 2021
First Quarter (October 1, 2020 – December 31, 2020)	$	0.0749	$	0.0320
Second Quarter (January 1, 2021 – March 31, 2021)	$	0.1250	$	0.0610
Third Quarter (April 1, 2021 – June 30, 2021)	$	0.1900	$	0.0702
Fourth Quarter (July 1, 2021 – September 30, 2021)*	$	11.7300	$	6.4700

Contractual Obligations
	TOTAL		LESS THAN 1 YEAR		1-3 YEARS		3-5 YEARS
Customer Deposits	$	10,241	$	10,241
Accounts Payable	$	247,996	$	247,996
Notes Payable	$	372,082	$	112,459	$	259,623
Notes Payable-Related Party	$	6,536,267	$	3,636,267			$	2,900,000
Accrued Interest – Related Party	$	265,045	$	265,045
Accrued Interest	$	18,628	$	18,628
Total	$	7,450,259	$	4,290,636	$	259,623	$	2,900,000

●	~~The small size of~~weaknesses set forth below in our Company limits our ability to achieve the desired level of separation of internal controls and financial reporting. We do not have a separate PEO and PFO. Until such time as Verity is able to hire a Chief Financial Officer, we do not believe we meet the full requirement for separation; and

●	We have not achieved the desired level of documentation of our internal controls and procedures. When Verity obtains sufficient funding, this documentation will be strengthened through utilizing a third party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.

·	We did not perform an effective risk assessment or monitor internal controls over financial reporting.

·	There are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of generally accepted accounting principles in the United States and SEC disclosure requirements.

·	Limited segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance and accounting functions.

·	The Company lacks sufficient in-house expertise and training in complex accounting principles and SEC reporting and disclosure requirements.

·	The Company’s systems that impact financial information and disclosures have ineffective information technology controls.

·	The Company lacks a system of tracking obligations to identify and file income tax and other tax reports on a timely basis.

Name	Age	Position	Officer and/or Director Since

Duane Spader¹	71	Chairman, Chief Executive Officer	2012

William M. Wright ²	47	Principal Financial Officer, Secretary	2010 to May 01,2013

Edward J Jakos³	54	CFO, Director	Sept 2013

Verlyn Sneller	67	Director, President of subsidary	May 2013

1. Name	~~Resigned as an executive officer on November 14, 2013. Mr. Spader remains a member of the Board of Directors.~~	Age	Position
2. Justin Smith	~~Mr. Wright resigned as an officer~~	41	Interim Chief Executive Officer, Interim Chief Financial Officer, Executive Chairman and Director
Jonathan Loutzenhiser		35	Executive Vice President and Director
Dr. Joseph Asuncion		59	Chief Medical Officer and Director
Dr. Charles Balaban		72	Director
Dr. Sadeem Mahmood		58	Chief of Surgery
Dr. Richard Muckerman		70	Vice President of Strategy and Business
Blake Moorman		40	Vice President of Operations
Dr. Richard F. Wittock		49	Vice President of Clinical Affairs

●	~~understands generally U.S. GAAP and financial statements,~~

●	~~is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,~~

●	~~has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,~~

●	~~understands internal controls over financial reporting, and~~

●	~~understands audit committee functions.~~

Executive Compensation
Name And Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		TOTAL

Duane Spader, Director	2013	$	0		0		0		0		0		0		0	$	0
	2012	$	0		0		0		0		0		0		0	$	0
Ed Jakos, CFO	2013	$	41,000		0		0		0		0		0		0	$	41,000
	2012	$	41,000		0		0		0		0		0		0	$	41,000
Verlyn Sneller, Executive VP	2013	$	41,000		0		0		0		0		0		0	$	41,000
	2012	$	41,000		0		0		0		0		0		0	$	41,000
William Wright (former Executive Vice President)	2013	$	0		0		0		0		0		0		0	$	0
	2012	$	0		0		0		0		0		0		$ 80,000 (1)		$80,000 (1)

DIRECTOR COMPENSATION
Name And Principal Position	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation			TOTAL

Duane Spader	2013	$	0		0		0		0		0		0		$	0
Director	2012	$	0		0		0		0		0		0		$	0
William Wright	2013	$	0		0		0		0		0		0		$	0
Director	2012	$	0		0		0		0		0	$	80,000	(1)	$	80,000	(1)