Elite Health Systems Inc. is a developmental-stage company focused on launching Medicare Advantage plans in California and Nevada, aiming to provide community-based healthcare solutions, with no current revenue and plans still in licensing and network development.

# Company Summary - Elite Health Systems Inc.

### Business Focus
- **Primary Activity**: Developing and operating **Medicare Advantage (MA)** plans and related health services for seniors in the United States.
- **Initial Markets**: Concentrating in California and Nevada.
- **Business Model**: Building a managed care organization that offers community-based, cost-effective healthcare management solutions.

### Company History & Structure
- **Founded**: July 1993 as U.S. NeuroSurgical, Inc.
- **Name Change**: Changed from U.S. NeuroSurgical Holdings, Inc. to **Elite Health Systems Inc.** on September 30, 2024.
- **Ownership & Subsidiaries**:
  - Wholly owned subsidiaries include **EHSH** (Elite Health Systems Holdings Inc.), **Elite Health Plan, Inc.**, and **Elite Health Plan of Nevada, Inc.**.
  - Previous operations involved radiation treatment centers (most sold or wound down).

### Strategic Goals
- Obtain licenses to operate Medicare Advantage plans:
  - Preparing for a **Knox-Keene license** in California, final submission expected June 2025.
  - Forming Elite Health Plan of Nevada to apply for Nevada license.
- Focus on entering markets with a network of healthcare providers experienced in Medicare Advantage.
- Rely on local preferred providers to support the plans.
- Target counties in California initially (San Bernadino, Riverside, Los Angeles); plans to expand into Nevada (Clark County).

### Operations & Development
- **Current Revenue**: **No revenue** as of 2024 and 2023 (plans are in development and license approval stages).
- **Employees**: Currently **three full-time employees**, supported by external consultants and industry experts.
- **Customer Base**: No current customers (enrollment in MA plans expected once licensed and operational).
  
### Financials (2024)
- **Net Loss**: **$2,055,000** (compared to $816,000 in 2023).
- **Revenue**: $0 (no revenue reported in 2024 or 2023).
- **Cash & Equivalents**: **$4,034,000** (as of December 31, 2024).
- **Working Capital**: **$3,917,000** (as of December 31, 2024).
- **Total Assets**: **$4,321,000**.
- **Stockholders’ Equity**: **$4,178,000**.
- **Shares Outstanding**: **21,409,924 shares** as of March 24, 2025.
- **Capital Raised**: Approximately **$5.8 million** through private placements in 2024.

### Business Model & Market
- **Medicare Advantage Market**:
  - Enrolling 32.8 million members nationally in 2024, representing 54% of eligible beneficiaries.
  - Projected to reach 64% enrollment in 2034.
  - Dominated by major players like UnitedHealth Group and Humana.
  
### Key Risks & Challenges
- Securing timely licensing and regulatory approvals.
- Establishing provider networks and enrollee registration.
- Raising additional capital to fund operations.
- No current revenue or operations, with plans still in progress.
- Operating in highly competitive and regulated markets.

### Summary
Elite Health Systems Inc. is in the developmental stage of launching Medicare Advantage plans in California and Nevada, with a focus on community-based healthcare. It has no current revenue, a net loss of about $2 million in 2024, and is raising funds internally. The company’s success depends on obtaining necessary licenses, establishing provider networks, enrolling subscribers, and managing regulatory compliance.



 

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
Form 10-K/A
 Amendment No. 1
 
 
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
--+---------------------------------------------------------------------------------------------------------------


For the fiscal year ended December 31, 2023
 or
  
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
--+-----------------------------------------------------------------------------------------


For the transition period from  to  .
 
Commission file number:  0-15586
 
U.S. NeuroSurgical Holdings, Inc.
(Name of small business issuer in its charter)
 

Delaware | 47-5370333 
---------------------------------------------------------------+-------------------------------------
(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

 

1131 W 6th Street, Ontario, CA | 91672 
-----------------------------------------+-----------
(Address of principal executive offices) | (Zip Code)

 
 
Issuer's telephone number: | (949) 249-1170
---------------------------+---------------




Securities registered under Section 12(b) of the Act: | None 
------------------------------------------------------+---------------------------------------
Securities registered under Section 12(g) of the Act: | Common Stock, par value $.01 per share

  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes ☐  No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   
 Yes ☐  No ☒
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes  ☒  No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
  
Large accelerated filer ☐ | Accelerated filer ☐ 
----------------------------------------------------------------------+----------------------------
Non-accelerated Filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒
 | Emerging growth company ☐ 



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
 Yes  ☐  No  ☒
  
As of June 30, 2023 the aggregate market value of issuer's Common Stock held by non-affiliates was approximately $710,297 ,based upon the closing price as reported on the OTC Pink marketplace for that day.
 
As of March 22, 2024, there were outstanding 13,304,924 shares of the issuer’s Common Stock. $.01 par value.
 
Documents incorporated by reference:  None
 

 
EXPLANATORY NOTE
 
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of U.S. NeuroSurgical Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024 (the “Original Filing”).
 
The purpose of this Amendment No. 1 is to correct the auditor's report included in the Original Filing.  There were several errors in the auditor’s report, which is being restated in its entirety.  The Company believes that none of these changes are material to an understanding of the results of operations or financial condition of the Company.
 
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications by our principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits.
 
Except as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the financial statements. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
  


Report of Independent Registered Public Accounting Firm
 
To the Shareholders and Board of Directors of U.S. Neurosurgical Holdings Inc.
 
Opinion on the Consolidated Financial Statements
 
We have audited the accompanying consolidated balance sheets of U.S. Neurosurgical Holdings Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows, for the years ended December 31, 2023, and December 31, 2022, and the related notes (collectively referred to as the "Consolidated Financial Statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and December 31, 2022, 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 of America.
 
Substantial doubt about the Company’s ability to continue as a Going Concern and Management Plans
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B (1) to the financial statements, the Company has an accumulated deficit of $2,390,000 and $1,710,000 as of December 31, 2023, and December 31, 2022, respectively and there is a working capital deficit of $80,000 as of December 31, 2023. These conditions raise substantial doubt about the uncertainty in the Company’s ability to continue as a going concern. Management’s plans regarding this uncertainty are also described in Note B (1) to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
 
Basis for Opinion
 
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material 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. As part of our audit, we are required to obtain an understanding of internal control over financial reporting 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.
  


Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
Critical Audit Matters
 
The Critical Audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
 
Mercurius & Associates LLP
(Formerly known as AJSH & Co LLP)

We have served as the Company’s auditor since 2022.
 
New Delhi, India
Date: April 05, 2024
 PCAOB ID: 3233


PART IV
 

Item 15. | Exhibits, Financial Statement Schedules.
---------+-----------------------------------------

 
 
(a) | Financial Statements and Financial Statement Schedules. None 
----+--------------------------------------------------------------


 
(b) | Exhibits.
----+----------

  

31.1* | Certifications of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
------+----------------------------------------------------------------------------------------
32.1* | Certifications of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

*  Filed herewith
 
 
(c) | Financial Statement Schedules. None 
----+-------------------------------------

  


SIGNATURES
 
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

U.S. NeuroSurgical Holdings, Inc.
---------------------------------
(Registrant) 
By | /s/ Alan Gold

 
 | Alan Gold 
-------+----------------------------------
 | President & Chairman of the Board
 | and 
 | Principal Financial Officer 
Dated: | April 24, 2024 

 
In accordance with 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.
 

April 24, 2024 | /s/ Alan Gold 
---------------+----------------------------------
 | Alan Gold 
 | President & Chairman of the Board
April 24, 2024 | /s/ William F. Leimkuhler 
 | William F. Leimkuhler 
 | Director 
April 24, 2024 | /s/ Charles H. Merriman III 
 | Charles H. Merriman III 
 | Director 
April 24, 2024 | /s/ William St. Lawrence 
 | William St. Lawrence 
 | Director 

 




U.S. NeuroSurgical Holdings, Inc. operates within the neuro-surgical healthcare sector, focusing on advancing neuro-surgical products and services.

# U.S. NeuroSurgical Holdings, Inc.

## Company Overview
U.S. NeuroSurgical Holdings, Inc. is a company engaged in the neuro-surgical healthcare industry. While specific operational details are not provided in the filing, the company is likely involved in the development, manufacturing, and marketing of neuro-surgical products or services, working closely with healthcare providers to improve patient outcomes in neurosurgery.

## Key Details
- **Location:** 1131 W 6th Street, Ontario, CA
- **State of Incorporation:** Delaware
- **I.R.S. Employer Identification No.:** 47-5370333

## Financial Performance
- **Fiscal Year Ended:** December 31, 2023
- **Accumulated Deficit:** 
  - As of December 31, 2023: $2,390,000
  - As of December 31, 2022: $1,710,000
- **Working Capital Deficit:** $80,000 as of December 31, 2023

## Growth and Structure
- **Number of Employees:** Specific numbers are not disclosed in the filing.
- **Customer Base:** The filing does not detail the number of customers served.
- **Total Outstanding Shares:** 13,304,924 shares as of March 22, 2024.
- **Aggregate Market Value of Common Stock Held by Non-Affiliates:** Approximately $710,297 as of June 30, 2023.

## Management
- **Key Executives:**
  - Alan Gold - President & Chairman of the Board
  - William F. Leimkuhler - Director
  - Charles H. Merriman III - Director
  - William St. Lawrence - Director

## Going Concern Risk
The company has raised substantial doubt about its ability to continue as a going concern, primarily due to its accumulated deficit and working capital deficit. Management plans regarding mitigating this uncertainty are outlined in the financial statements.

## Revenue and Income
- **Revenue and Income:** The details of revenue and net income are not explicitly stated within the filing. 

## Conclusion
U.S. NeuroSurgical Holdings, Inc. is positioned in a specialized sector within healthcare, focusing on neuro-surgical advancements. The company's financial statements reveal concerns regarding its ability to sustain operations without addressing its accumulated deficit and working capital issues, highlighting the need for effective management strategies moving forward.

Elite Health Systems Inc.

10-K / April 2, 2025

10-K / April 24, 2024

10-K / April 2, 2025

Company Summary - Elite Health Systems Inc.

Business Focus

Company History & Structure

Strategic Goals

Operations & Development

Financials (2024)

Business Model & Market

Key Risks & Challenges

Summary