Results of Operations

On November 16, 2020, Healthtech Solutions, Inc. acquired all of the capital stock of Medi-Scan, Inc. in exchange for Series A Preferred Stock that at that time represented 97% of the equity in Healthtech Solutions. Because the transaction is classified as a reverse merger under GAAP, the financial results presented in this Report for the period prior to November 16, 2020 are the financial results of MediScan for that period.



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The primary focus of our operating activities during 2021 was Varian Biopharmaceuticals, Inc. After two months of negotiations, we acquired Varian in May 2021 in exchange for shares of our Series C Preferred Stock, which was designed to facilitate the entry of Varian into our incubator model and its later departure from the incubator. We disposed of Varian in November 2021 by returning the capital stock of Varian to its original shareholders, who in turn delivered to us the Series C shares as well as 5.5% of the capital stock of Varian. The capital stock of Varian that we own is reflected on out balance sheets as "investment in and advance to non-consolidated affiliate".

Our ownership and control of Varian during 2021 is reflected on our Statements of Operations as a Loss from Discontinued Operations. Specifically, we recorded $668,960 as our 100% share of the loss realized by Varian during the six month period when we owned it. We also separately disclosed the $134,111 loss that we realized as a result of disposing of Varian, being the amount of our investment in Varian that was not recovered.





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Our loss from operations for 2021 and 2020 was attributable primarily to the administrative expenses incurred as we developed the infrastructure and relationships necessary to effectively implement the incubator model that is the core of our business plan.

The largest item contributing to our loss from operations was general and administrative expenses attributable to related parties, which totaled $2,595,132 in 2021, compared to $129,733 in 2020. The bulk of the 2021 expense - $2.2 million - represented the then-market value of four million shares of our common stock that were issued to two of our directors and our general counsel in November 2021. The shares were issued in the wake of our disposal of Varian because extraordinary efforts would be required from these three individuals to refocus Healthtech's development, efforts for which we had no other means of compensating these individuals, having substantially exhausted our cash resources sustaining Varian.

The remainder of the general and administrative expenses were primarily attributable to compensation (cash and stock) of the group of consultants who represent our labor force, legal and accounting expenses (particularly high due to acquisitions and several aborted efforts at acquisitions), office expenses, public relations expenses, and other expenses related to our efforts to bring Healthtech to the level of an effective incubator.

The research and development activities relating to MediScan and RevHeart caused us to incur $481,772 in expenses during 2021 (including $322.000 accrued due to activities of related parties), a modest increase over the $425,833 that we incurred during 2020 in connection with research and development by MediScan. The increase was primarily attributable to the organization of RevHeart early in 2021 and the initiation of its research activities. We expect that our research and development expenses will rise significantly if we obtain the capital resources necessary to fully implement our business plan. In particular, the effort to bring MediScan's technology to market will require several million dollars of capital investment.

As a result of the expenses described above, we realized in 2021 a loss from operations totaling $5,005,268. Our operations in 2020 resulted in a loss of $709,858.

In the fall of 2020, prior to our reverse merger, MediScan sold 7% Convertible Debentures to obtain capital. In connection with the reverse merger, the MediScan debentures were exchanged for 7% Convertible Debentures issued by Healthtech Solutions. Healthtech Solutions then sold additional Debentures, with the result that by spring of 2021 the principal and accrued interest on the Debentures totaled $803,715. In May 2021 we exchanged common stock with the holders of the Debentures to fully satisfy the Debentures.

We accounted for our convertible debt in accordance with ASC 815, Derivatives and Hedging as the conversion feature embedded in the convertible debentures could have resulted in the debenture principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures was variable and based on trailing market prices. It therefore contained an embedded derivative. The fair value of the conversion feature was calculated when the debentures were issued, and we recorded a debenture discount and derivative liability for the calculated value. We recognized interest expense for accretion of the debenture discount over the term of the note. The conversion liability was valued at the end of the reporting period and resulted in loss for the change in fair value. Among the reasons why we negotiated a cancellation of the Debentures in exchange for common stock was that the volatile price of our stock meant that the gain or loss realized due to the Debentures could often be material to our results.





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Accounting for the Convertible Debentures, as described above, we realized a derivative expense of $2,933,735 in 2021. We also recorded $367,144 in interest expense, most of which was attributable to the debentures. After taking these Other Expenses into account, we realized a net loss from continuing operations of $8,306,147 ($0.28 per share) in 2021. After taking into account our loss as a result of the investment in Varian, our net loss for 2021 was $9,109,218 ($0.31 per share). Our net loss for 2020 was $732,208 ($0.61 per share).

Liquidity and Capital Resources

Our company is designed to function as an incubator for development stage medical technology enterprises. During 2021 and 2020 our statements of cash flows reflected that design: in each year we raised capital from the sale of securities and used approximately the amount of cash raised to fund medical research. Our administrative expenses, albeit representing a large portion of our loss in each year, were primarily paid for by issuance of common stock.

In 2021, the operating activities of our continuing operations used $1,224,799 in cash, despite the net loss from continuing operations of $8,440,259 that we recorded for the year. The difference was primarily attributable to the $2,933,735 in expenses that we incurred in relation to our conversion of convertible debentures and the $3,229,028 in compensation expense that we incurred as a result of issuance of our common stock to management and consultants. In 2020, when our operations were exclusively focused on MediScan, the $531,446 of cash that we used in operations differed from our net loss primarily because we borrowed $105,754 from related parties in that year.

At December 31, 2021 Healthtech Solutions had a working capital deficit of $757,563, representing a decline of $812,598 in working capital during 2021. The decline occurred because we increased our accrued expenses and accounts payable by a total of $653,575 and the net cash provided by our financing activities during 2021 was $121,891 short of the net cash used in our continuing operating activities and net cash used in investing activities. The underlying reason for the decline in working capital was our cash investment in the operations of Varian, which was reduced to a $110,000 asset on our balance sheet when we returned Varian to its original shareholders in November 2021. As a result, by the 4th quarter of 2021 we had eliminated most of the cash reserves we accumulated in the first half of 2021 and were funding ongoing operations by borrowing from our shareholders.

The cash requirements of our business plan are intense. To attract exciting additions to our portfolio, we must be able to offer each the several million dollars of financing that is necessary to bring a medical technology to a stage where its sponsor can function independently. Since our ambition is to sustain a portfolio of such enterprises, our near term capital requirements (near term being the two to three years before we can anticipate initial returns on our investments) will be tens of millions of dollars.

Note 3 to our 2021 consolidated financial statements discloses that the financial condition of Healthtech Solutions raises substantial doubt as to the Company's ability to continue as a going concern. Management intends to pursue one or more offerings of securities in order to obtain the funds that will be necessary for successful implementation of our business plan. At present, however, no commitments for future funding have been received.



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Application of Critical Accounting Policies

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values. In our preparation of the financial statements for the years ended December 31, 2021 and 2020, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results. These were:



        ·  Our determination of the fair value of the derivative liability
           embedded in the 7% Convertible Debentures. We based the determination
           of fair value on certain assumptions specified in Note 9 to our
           Financial Statements. Application of those assumptions led us to record
           a derivative expense of $2,933,735 for 2021 and a change in fair value
           of derivative liability of $2,773 for 2020.




        ·  Our determination to record as $60,000 the fair value of the 5.5%
           interest in Varian Biopharmaceuticals that we received in November
           2021. This determination was based on the financial condition of Varian
           at that time and the absence of objective criteria for attributing fair
           value to its technology. As a result, our investment in Varian was
           fully expensed in our 2021 financial statements.

Impact of Accounting Pronouncements

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

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