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Item 9A. Controls and Procedures

2026-04-16 compared with 2025-04-15 · 557 added, 747 removed, 129 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is

made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted

under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management,

including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow

timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial

Officer, has evaluated the effectiveness, as of December 31, 2024, of our disclosure controls and procedures.

Based on that evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December

Management’s Annual Report on Internal

Control Over Financial Reporting

Our management is responsible for establishing and

maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Internal control

over financial reporting is a process designed by, or under the supervision of our Chief Executive Officer and our Chief Financial Officer,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

Internal controls over financial reporting includes those policies

and procedures that (i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions

and disposition of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being

made in accordance with authorizations of management and directors of the issuer;

and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our

consolidated financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

A material weakness is a deficiency or a combination

of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In evaluating the effectiveness of our internal control

over financial reporting as of December 31, 2024, management used the criteria established in the Internal Control – Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the criteria

established by COSO, management (with the participation of the CEO and the CFO) determined that the internal controls over financial reporting

are effective as of December 31, 2024, and that there are no material weaknesses in the Company’s internal controls over financial

reporting as of such date.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report is not

subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to satisfy these requirements

by providing the management’s report only.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over

financial reporting during the last fiscal quarter of our fiscal year ended December 31, 2024.

Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure

controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud.

system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s

objectives will be met.

Further, the design of the control system must reflect that there are resource constraints and that the benefits

must be considered 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.

These inherent

limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management

override of controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future

events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become inadequate

because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Controls and Procedures

maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure

that material information relating to us is made known to the officers who certify our financial reports and to other members of senior

management and the Board of Directors.

These disclosure controls and procedures are designed to ensure that information required to be

disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the

time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and

procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the

Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or

persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation

of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness, as of December 31, 2025, of our disclosure

controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures were not effective as of December 31, 2025.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f)

under the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision of our Chief Executive

Officer and our Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal controls over financial

reporting includes those policies and procedures that (i) pertain to the maintenance of records, which in reasonable detail, accurately

and fairly reflect the transactions and disposition of our assets;

(ii) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts

and expenditures are being made in accordance with authorizations of management and directors of the issuer;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material

effect on our consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

evaluating the effectiveness of our internal control over financial reporting as of December 31, 2025, management used the criteria established

in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on the criteria established by COSO, management (with the participation of the CEO and the CFO) determined

that the internal controls over financial reporting are not effective as of December 31, 2025, and that there was a material weakness

in the Company’s internal controls over financial reporting as of such date related to the aforementioned IM Telecom sale transaction.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the

SEC that permit us to satisfy these requirements by providing the management’s report only.

in Internal Control Over Financial Reporting

have been no changes in internal control over financial reporting during the last fiscal quarter of our fiscal year ended December 31,

on the Effectiveness of Controls

management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent

or detect all error and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute,

assurance that the control system’s objectives will be met.

Further, the design of the control system must reflect that there are

resource constraints and that the benefits must be considered 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.

These inherent limitations include the realities that judgments in decision-making can be faulty and that

breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management override of controls.

The design of any system of controls is based in part on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies

or procedures.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

None, not applicable.

( This space intentionally left blank )

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

Our executive officers and directors and their respective

ages, positions and biographical information are set forth below.

Positions Held

Period of Service

Identification

of Directors and Executive Officers

executive officers and directors and their respective ages, positions and biographical information are set forth below.

Chairman and CEO

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Chief Financial Officer

EVP, Finance and Secretary

Jan.-22 to Nov.

Jeffrey Pearl

VP Finance & Secretary

Joshua Ploude

CEO of Apeiron Systems

President of IM Telecom

Feb.-22 to Nov.

*Upon shutdown of the ACP Program, the

Company effected a reduction in force of several key individuals.

Multiple replacement revenue initiatives have been ongoing for

some time and continue to mature.

In an effort to support specific initiatives (Healthcare vertical and Viva-US), we created

consulting arrangements to keep certain key employees who were executive officers of the Company or IM Telecom (B.

Todd Murcer and Jason

Welch, respectively) to maintain their expertise in our business, with the intent to rehire these individuals upon successful launch

of our growth initiatives.

Murcer and Welch have been very active since the reduction in force to keep sales and operational

items in place while the new programs launch, with their services being primarily related to those that encompassed their prior duties

Background and Business Experience

McEwen is 63 years of age and founded KonaTel

Nevada in 2014, a wireless data and voice service reseller, and currently focuses his efforts exclusively on our current and planned business

President of Apeiron Systems

the shutdown of the ACP Program on June 1, 2024, the Company effected a reduction in force of several key individuals.

Multiple replacement

revenue initiatives have been ongoing for some time and continue to mature.

In an effort to support specific initiatives (Healthcare

vertical and Viva-US), we created consulting arrangements to keep certain key employees who were executive officers of the Company or

IM Telecom (B.

Todd Murcer and Jason N.

Welch, respectively) to maintain their expertise in our business, with the intent to rehire these

individuals upon successful launch of our growth initiatives.

Murcer and Welch have been very active since the reduction in force

to keep sales and operational items in place while the new programs launch, with their services being primarily related to those that

encompassed their prior duties as officers.

and Business Experience

McEwen is 64 years of age and founded KonaTel Nevada in 2014, a wireless data and voice service reseller, and currently focuses his efforts

exclusively on our current and planned business operations.

From 2011 to 2013, Mr.

McEwen consulted with multiple international Mobile virtual network operators (“MVNOs”)

in the U.S., Peru, Croatia and China.

From 2010 to 2011, he served as a founding board member of One Fund, a NYSE listed (NYSE:

exchange traded fund.

One Fund pioneered the “ETF of ETFs” concept, and in 2011, came to the attention of Russell Investments,

known for their stock indices (i.e., the Russell 2000).

Russell Investments purchased One Fund in 2011.

McEwen became a member

of the venture/angel investment group, Sierra Angels (www.sierraangels.com) serving on several high-tech due diligence committees and

participating in early-stage funding transactions.

In early 1983, he co-founded Online Data Corp.

Through a series of acquisitions/mergers,

this company was eventually renamed “TriTech Software Systems” (www.tritech.com) “TriTech”.

From 1983 to 1990,

it developed custom strategic software applications for numerous businesses, including E.

Hutton Life Insurance, Travel Lodge Hotels,

Foodmaker (Jack in the Box restaurants), AT&T, UCSD’s Scripps Institute of Oceanography and Visa’s Plus Systems national

In 1991, TriTech transformed from a custom software

development firm to an enterprise software development and systems integration company specializing in mission critical public safety

(e.g., police, fire, and EMS) software solutions.

TriTech’s flagship product, VisiCAD, was the world’s first 9-1-1 emergency

dispatching system based on Microsoft technology with integrated GPS based tracking and predictive routing technology.

In 1995, TriTech

won the Microsoft Most Innovative Windows Application award competing against all Windows applications worldwide.

McEwen consulted with multiple international Mobile

virtual network operators (“MVNOs”) in the U.S., Peru, Croatia and China.

From 2010 to 2011, he served as a founding board

member of One Fund, a NYSE listed (NYSE:

ONEF) exchange traded fund.

One Fund pioneered the “ETF of ETFs” concept, and in

2011, came to the attention of Russell Investments, known for their stock indices (i.e., the Russell 2000).

Russell Investments purchased

One Fund in 2011.

McEwen became a member of the venture/angel investment group, Sierra Angels (www.sierraangels.com) serving

on several high-tech due diligence committees and participating in early-stage funding transactions.

In early 1983, he co-founded Online

Through a series of acquisitions/mergers, this company was eventually renamed “TriTech Software Systems” (www.tritech.com)

From 1983 to 1990, it developed custom strategic software applications for numerous businesses, including E.

Hutton Life Insurance, Travel Lodge Hotels, Foodmaker (Jack in the Box restaurants), AT&T, UCSD’s Scripps Institute of Oceanography

and Visa’s Plus Systems national ATM network.

1991, TriTech transformed from a custom software development firm to an enterprise software development and systems integration company

specializing in mission critical public safety (e.g., police, fire, and EMS) software solutions.

TriTech’s flagship product, VisiCAD,

was the world’s first 9-1-1 emergency dispatching system based on Microsoft technology with integrated GPS based tracking and predictive

routing technology.

In 1995, TriTech won the Microsoft Most Innovative Windows Application award competing against all Windows applications

In 1998, while Mr.

was CEO, TriTech was named to the Inc.

500 as the 344 th fastest growing privately held company in the United States.

following year, Bill Gates cited TriTech and VisiCAD in his book Business at the Speed of Thought as an example of a

mission critical Windows based telecom system utilizing GPS.

McEwen served as Vice President of TriTech from

1983 to 1988, President from 1988 to 1996, Chairman/CEO from 1996 to 2000, and finally as a member of the Board of Directors, until controlling

interest was sold to Westview Capital Partners in 2006.

McEwen was CEO, TriTech was named to the Inc.

500 as the 344 th fastest growing privately held

company in the United States.

The following year, Bill Gates cited TriTech and VisiCAD in his book Business at the Speed of Thought

as an example of a mission critical Windows based telecom system utilizing GPS.

McEwen served as Vice President of TriTech from 1983 to 1988, President from 1988 to 1996, Chairman/CEO from 1996 to 2000, and finally

as a member of the Board of Directors, until controlling interest was sold to Westview Capital Partners in 2006.

Griffin is 61 years of age.

Prior to joining us,

Griffin served as Chairman and Chief Executive Officer of Lingo Communications, a provider of IP-based Cloud voice and data solutions,

following its merger with Impact Telecom, Inc.

(“Impact Telecom”) in 2018.

In this role, he led the successful integration

of Impact Telecom into Lingo Communications (“Lingo”) under a private equity purchase and facilitated the financing of the

transaction in collaboration with a private equity investor.

Prior to joining us, Mr.

Griffin served as Chairman and Chief Executive Officer of Lingo Communications,

a provider of IP-based Cloud voice and data solutions, following its merger with Impact Telecom, Inc.

(“Impact Telecom”)

and Lingo continue to operate as global providers of voice and data communications services spanning Residential, SMB, Enterprise and

Wholesale markets.

In this role, he led the successful integration of Impact Telecom into Lingo Communications (“Lingo”) under a private

equity purchase and facilitated the financing of the transaction in collaboration with a private equity investor.

Telecom and Lingo continue to operate as global providers of voice and data communications services spanning Residential, SMB, Enterprise

and Wholesale markets.

Prior to the merger of Lingo and Impact Telecom, Mr.

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including PacWest, TNCI and Unipoint Holdings, which resulted in record high net income.

As one of the original founders of Impact

Griffin led it from a start-up to a company with annual revenues of over $290 million and more than 300 employees

servicing 250,000 customers worldwide.

ultimately guided Impact Telecom to a successful exit in 2020.

As one of the original founders of Impact Telecom,

Griffin led it from a start-up to a company with annual revenues of over $290 million and more than 300 employees servicing 250,000

customers worldwide.

Griffin ultimately guided Impact Telecom to a successful exit in 2020.

Previously, Mr.

Griffin served as Chief Executive Officer of

Ipath Communications, where he was responsible for building a Class V Broadsoft VoIP network for SMB direct sales distribution with over

Griffin served as Chief Executive Officer of Ipath

Communications, where he was responsible for building a Class V Broadsoft VoIP network for SMB direct sales distribution with over 5,000

subscribers nationwide.

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distribution and installations, all within the telecommunications industry.

Griffin graduated with honors in business communications

from Metropolitan State University of Colorado.

Riffle is 65 years of age and the founder of CFO

Strategies LLC of Johnstown, Pennsylvania (“CFO Strategies”), an accounting firm and consulting firm, which he founded in

Griffin graduated with honors in business communications from Metropolitan State University of Colorado.

Riffle is 66 years of age and the founder of CFO Strategies LLC of Johnstown, Pennsylvania (“CFO Strategies”), an accounting

firm and consulting firm, which he founded in May 2008.

CFO Strategies has thirteen (13) employees;

approximately 180 small business clients and approximately 650 tax clients.

consulting, CFO, accounting, bookkeeping, payroll and tax services, including:

approximately 180 small business

clients and approximately 650 tax clients.

It provides consulting, CFO, accounting, bookkeeping, payroll and tax services, including:

CFO for businesses;

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complete payroll processing;

CFO consulting and small business start-up services;

and prepares taxes

for corporations, small businesses, non-profits and individuals.

Riffle is the Managing Partner and has extensive experience in various

industries, including:

Chief Financial Officer, healthcare industry;

telecommunications, security, manufacturing and non-profit industries

Chief Executive Officer in the financial services industry and healthcare;

consulting and small business start-up services;

and prepares taxes for corporations, small businesses, non-profits and individuals.

Riffle is the Managing Partner and has extensive experience in various industries, including:

Chief Financial Officer, healthcare

telecommunications, security, manufacturing and non-profit industries experience;

Chief Executive Officer in the financial

services industry and healthcare;

Assistant Controller in the retail industry;

in non-profit, healthcare and event management arenas;

Consultant in non-profit, healthcare and event management

governmental treasurer and board member for over thirty (30) years;

and as a masters

level college instructor at Mount Aloysius College since 1994.

and as a masters level college instructor at Mount Aloysius

College since 1994.

He is also a Certified Public Accountant (May 1987).

Murcer is 55 years of age.

Prior to joining us,

Murcer served as Executive Vice President, FP&A and Treasury of Lingo Communications, a provider of IP-based Cloud voice and data

solutions, following its merger with Impact Telecom, Inc.

(“Impact”) in 2018.

In this key leadership position, he directed

procedures and policies for the financial operations of the business and had responsibility for planning and implementing financial projections

and reporting activities for the U.S.

and its Canadian subsidiary, Vancouver Telephone Company, Limited.

As owner of treasury operations,

Murcer managed the use and sourcing of the company’s cash and banking activities with additional oversight to credit and collections

risk management.

Murcer has been in the telecommunication industry for more than 20 years, and got his start with Matrix Telecom,

(“Matrix”), a Platinum Equity portfolio company that ultimately divested to Impact.

At Matrix, he helped the company

grow annual revenues from $10 million to $400 million, serving in a number of business development and financial roles and leading teams

through numerous M&A transactions.

Murcer holds a B.S.

in Economics from the University of Oklahoma and an M.S.M.

University’s Brussels Graduate Center.

LaPier is 66 years of age and has over twenty-five

(25) years of telecommunications experience working for small/medium sized companies to a Fortune 500 company with annual revenues ranging

from $1 million to $23 billion.

LaPier is 67 years of age and has over twenty-five (25) years of telecommunications experience working for small to medium sized companies

to a Fortune 500 company with annual revenues ranging from $1 million to $23 billion.

During this time, Mr.

LaPier has held various senior positions in the areas of finance, accounting, taxation,

billing and regulatory (government) compliance.

Immediately prior to rejoining KonaTel in 2024, he served as Controller for Prosper Wireless

LLC, a wireless provider in the ACP/Lifeline space from January 2022 to December 2024.

LaPier has held various senior

positions in the areas of finance, accounting, taxation, billing and regulatory (government) compliance.

Immediately prior to rejoining

KonaTel in 2024, he served as Controller for Prosper Wireless LLC, a wireless provider in the ACP/Lifeline space from January 2022 to

December 2024.

Prior to Prosper Wireless, Mr.

LaPier served as

VP of Finance & Secretary of the Company from November, 2018 to February, 2022.

LaPier’s first stint with KonaTel,

he served as Finance Manager-Regulatory Fees/Taxes for British Telecom Americas, Inc., from July, 2016, to November, 2018.

served for four (4) years as President of US Connect, LLC, a regional wireless Lifeline carrier, from July, 2012, to July, 2016.

at US Connect, Mr.

LaPier oversaw all company operations of over fifty (50) thousand lines of Lifeline service.

Prior to US Connect,

LaPier held various senior level finance/tax positions with several wireline and long-distance telecommunications providers such

dPi Teleconnect, Sage Telecom, VarTec Telecom and Excel Telecommunications.

LaPier also has over twelve (12) years of tax and finance

experience in the industries of public accounting, transportation, manufacturing, and oil and gas.

LaPier holds a Bachelor of Business

Administration in Accounting from The University of Texas at Austin.

Beaty is 55 years of age and currently the President

of AGS Construction Inc., a premier reconstruction company in the Denver metropolitan area.

Previously, he was the founder and CEO of

Impact Telecom, a leader in the telecommunications market, which focused on delivering flexible and effective solutions to carriers, businesses

Impact Telecom is comprised of a family of brands all dedicated to innovation, affordability and execution.

Beaty brings twenty-five (25) years of experience

in telecommunications and managing wholesale and commercial customer bases.

Prior to starting Impact Telecom in 2005, he served as the

Senior Vice President of Sales for ICG Communications.

He helped guide ICG through bankruptcy and was a valued member of the senior executive

team tasked with growing and managing the customer base.

He earned a B.A.

in Psychology from the University

of Kansas and his M.B.A.

LaPier served as VP of Finance & Secretary of the Company from November 2018 to February

LaPier’s first stint with KonaTel, he served as Finance Manager-Regulatory Fees/Taxes for British Telecom Americas, Inc.,

from July 2016, to November 2018.

LaPier served for four (4) years as President of US Connect, LLC, a regional wireless Lifeline

carrier, from July 2012, to July 2016.

While at US Connect, Mr.

LaPier oversaw all company operations of over fifty (50) thousand lines

of Lifeline service.

Prior to US Connect, Mr.

LaPier held various senior level finance/tax positions with several wireline and long-distance

telecommunications providers such dPi Teleconnect, Sage Telecom, VarTec Telecom and Excel Telecommunications.

LaPier also has over

twelve (12) years of tax and finance experience in the industries of public accounting, transportation, manufacturing, and oil and gas.

LaPier holds a Bachelor of Business Administration in Accounting from The University of Texas at Austin.

Beaty is 56 years of age and currently the President of AGS Construction Inc., a premier reconstruction company in the Denver metropolitan

Previously, he was the founder and CEO of Impact Telecom, a leader in the telecommunications market, which focused on delivering

flexible and effective solutions to carriers, businesses and homes.

Impact Telecom is comprised of a family of brands all dedicated to

innovation, affordability and execution.

Beaty brings twenty-five (25) years of experience in telecommunications and managing wholesale and commercial customer bases.

starting Impact Telecom in 2005, he served as the Senior Vice President of Sales for ICG Communications.

He helped guide ICG through

bankruptcy and was a valued member of the senior executive team tasked with growing and managing the customer base.

earned a B.A.

in Psychology from the University of Kansas and his M.B.A.

in Business Administration from Webster University.

Jeffrey Pearl

Pearl is 61 years of age and brings more than

thirty-two (32) years of Telecommunications/Cloud Service Provider experience to our Board of Directors.

Jeffrey has experience in both

the startup environment as well as working inside of some of the larger incumbent players, both privately held as well as publicly traded

This experience will assist us in building out our go to market strategy, focusing both on direct sales as well as the alternative

channels of distribution.

His extensive sales and marketing experience, knowledge of the marketplace and personal connections in the industry

are valuable to us at this stage and throughout our evolution.

Pearl currently is involved in running two (2)

Pearl is currently CEO and Co-founder of OTG Consulting,

which was founded in May 2016.

OTG Consulting is a sales agency formed by a group of industry

leaders in order to fill a gap in the marketplace.

The group assists executives of SMB and Enterprise businesses as they make the move

to cloud-based services.

OTG Consulting works with most carriers and service providers delivering solutions for voice and

data communications, internet, hosting, managed services and other cloud offerings.

Pearl also consults under PearlCom, a consulting

practice focusing on telecom companies and service providers which was founded in January 2016.

PearlCom offers strategic advice, providing direction on sales management, technology implementation, product pricing and positioning,

bringing his thirty (30) plus years of experience to the table, accelerating timelines and creating efficiencies.

Prior to starting

and running these two (2) companies, Jeffrey worked at Broadsoft (recently acquired by Cisco) July 2013 to May 2016, where

he successfully ran North America Carrier Sales.

In this role he cultivated strong relationships with C-Level executives within the major

telcos and service providers utilizing BroadSoft in the US.

Under his guidance, his organization also pursued new relationships with startups

and providers not utilizing BroadSoft.

After successfully fulfilling those duties, Jeffrey was next tasked with starting an entirely new

Channel Acceleration, focusing on some of the largest customers in and outside the US.

In this role, Jeffrey and his teams engaged

with executives and sales organizations to productively assist in accelerating their efforts around “Go to Market” strategies,

sales training and sales assistance in the area of Hosted VoIP and SIP Trunking services.

Prior to Broadsoft Jeffrey successfully started,

operated and sold two VoIP companies.

Joshua Ploude

Ploude is 49 years old.

He is the President and

CEO and Co-Founder of Apeiron Systems, and since 2013, he has been responsible for defining the product vision and operational strategy

for Apeiron Systems.

He has worked directly with

software, hardware and carrier network vendors to oversee the development of Apeiron

Systems’ product set;

and has also had the responsibility to work with internal software development teams to ensure Apeiron Systems’

software provides the requisite function to support product and operational initiatives.

He has also been responsible for planning and building

Competitive Local Exchange Carrier (“CLEC”) and Internet Service Provider (“ISP”) facilities-based networks since

2001 and has managed 5+ “Greenfield network” (the installation of a network where there was not previously one in use) builds

across all types of wireline and wireless network infrastructures.

Ploude holds a Bachelor of Science in Political

Science from UCLA and a Master of Science in Telecommunications Management from Golden Gate University.

He has had the following business

experience since 1999:

1999-2005 - CTO of PCS1/Datavo - A facilities-based CLEC serving a California-wide footprint;

2006-2010 - President/CEO

of Ethos Communications - A consultancy helping CLECs and ISPs with operational and technology development;

2010-2013 - CTO of TNCI -

A facilities-based CLEC & ISP, serving a forty-eight (48)-state footprint;

and 2013-Present - Co-Founder, CEO and President of Apeiron

Welch is 54 years of age, President of IM

Prior to joining us, Mr.

Welch served as Chief Operations Officer of 46 Labs LLC, a provider of SaaS, voice and data

solutions servicing large enterprise and communications providers internationally.

In this key leadership position, he directed

procedures and policies for the operations of the business and had responsibility for service delivery, customer care and vendor

Prior to joining 46 Labs, Mr.

Welch served as Executive Vice President of Impact Telecom, a Lingo Company.

function, he provided oversight to carrier wholesale sales acquisition, product strategy, account management, agent channel

management, vendor management, pricing, routing and business analytics.

He successfully managed the growth of the carrier wholesale

business unit to $40m+ in annual revenues, processing 18b+ voice minutes annually through hundreds of domestic and international

carrier partnerships.

Welch has been in the telecommunication industry for more than twenty-five (25) years and has successfully

served in management roles across companies such as Frontier Communications, Global Crossing, Telco Group Inc., KDDI Global, XO

Communication and Impact Telecom.

Family Relationships

There are no family relationships between any of our

officers and directors.

Involvement in Other Public Companies

Except as may be indicated above, none of our officers or directors is

an “affiliate” of any other publicly held companies.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our directors,

executive officers or persons nominated to become directors or executive officers (or those in similar positions with us) has been the

subject of any of the following:

(1) A petition under the federal bankruptcy laws or

any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business

or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing,

or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing

(2) Such person was convicted in a criminal proceeding

or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining

him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment

or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or

to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent

jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action

or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent

jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment

in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to,

any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of:

(i) Any federal or state securities or commodities

law or regulation;

(ii) Any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

(iii) Any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

(8) Such person was the subject of, or a party to,

any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)

of the Exchange Act (15 U.S.C.

78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons

associated with a member.

Compliance with Section 16(a) of the Exchange

The common stock of the Company is registered under

the Exchange Act, and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions

of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock

and our other equity securities.

Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish

us with copies of all Section 16(a) reports they file.

Based solely upon review of the copies of such forms furnished to us during the

fiscal year ended December 31, 2024, and based upon a review of the filings contained in the Edgar Archives, all such required reports

were believed to be timely filed.

Code of Ethics

We have adopted a Code of Ethics for our principal

executive and financial officers.

See Exhibit 14 in Part IV, Item 15.

We anticipate that our Code of Ethics will be updated

by our Board of Directors as the Board deems necessary.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because

until our closing of the KonaTel Nevada Merger, we had only three (3) directors and three (3) executive officers at any one time, and

we believe that we were able to effectively manage the issues normally considered by a Nominating Committee and currently believe we can

do without a Nominating Committee.

If we do establish a Nominating Committee, we will

disclose our procedures in recommending nominees by our Board of Directors.

Audit Committee

We have not established an Audit Committee for the

same reasons why we have not established a Nominating Committee, and a further review of this issue will no doubt be necessitated and

undertaken by our management in the future.

Insider Trading Policy

During the year ended December 31, 2021, our Board

of Directors adopted an Insider Trading Policy.

The Insider Trading Policy was adopted by the Company

to satisfy its obligations to prevent insider trading and to help its personnel avoid the consequences associated with violations of applicable

federal and state securities laws, rules and regulations regarding insider trading of our securities when they have material non-public

information related to the Company.

It is also intended to prevent even the appearance of improper conduct on the part of anyone employed

by or associated with us, not just so-called “insiders.” It contains four (4) “Black-Out Periods”, which

are as follows:

twenty (20) days prior to the release of financial results for the periods ending March 31, June 30, September 30 and

December 31 of each year and end after three (3) full trading days of our securities on the OTCQB (or any other recognized nation medium

on which our securities publicly trade [“Other Medium”]) after financial results are announced for the preceding fiscal period.

If the last day of the month falls on a weekend, the Black-Out Period will start at the close of business on the last trading day prior

to the weekend.

Additional Black-Out Periods may occur when other material events occur, such as a press release sent out to the public,

wherein only a select few persons have knowledge of the event.

The Black-Out Periods do not apply to the exercise of outstanding and vested

ISOs issued by the Company or other stock issuances approved by the Board of Directors;

however, they do apply to all of our securities

that are the subject of a registration statement filed with the SEC.

Effective November 8, 2024, our Board of

Directors amended our Insider Trading Policy to exempt the exercise of stock options granted by the Company that allow payment of

the exercise price of such stock options by the holder’s conveyance of fully-paid shares of common stock of the Company having

a value on the date of exercise equal to the exercise price of the subject stock options, based upon the closing price of our shares

of common stock on or about the date of exercise, from the Black-Out Periods.

See Section 9 – Financial Statements and

Exhibits, Item 9.01, Part IV, Item 15, Exhibit 99.1 .

This summary is modified in its entirely by reference

to Exhibit 99.1 .

He is the President and CEO and Co-Founder of Apeiron Systems, and since 2013, he has been responsible for defining

the product vision and operational strategy for Apeiron Systems.

He has worked directly with software, hardware and carrier network vendors

to oversee the development of Apeiron Systems’ product set;

and has also had the responsibility to work with internal software

development teams to ensure Apeiron Systems’ software provides the requisite function to support product and operational initiatives.

has also been responsible for planning and building Competitive Local Exchange Carrier (“CLEC”) and Internet Service Provider

(“ISP”) facilities-based networks since 2001 and has managed 5+ “Greenfield network” (the installation of a network

where there was not previously one in use) builds across all types of wireline and wireless network infrastructures.

Ploude holds a Bachelor of Science in Political Science from UCLA and a Master of Science in Telecommunications Management from Golden

Gate University.

He has had the following business experience since 1999:

1999-2005 - CTO of PCS1/Datavo - A facilities-based CLEC serving

a California-wide footprint;

2006-2010 - President/CEO of Ethos Communications - A consultancy helping CLECs and ISPs with operational

and technology development;

2010-2013 - CTO of TNCI - A facilities-based CLEC & ISP, serving a forty-eight (48)-state footprint;

and 2013-Present - Co-Founder, CEO and President of Apeiron Systems.

Relationships

are no family relationships between any of our officers and directors.

in Other Public Companies

as may be indicated above, none of our officers or directors is an “affiliate” of any other publicly held companies.

in Certain Legal Proceedings

the past ten (10) years, none of our directors, executive officers or persons nominated to become directors or executive officers (or

those in similar positions with us) has been the subject of any of the following:

A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar

officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at

or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer

at or within two (2) years before the time of such filing

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission

merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any

other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment

adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,

bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with

such activity;

Engaging in any type of

business practice;

Engaging in any activity

in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities

laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State

authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity

described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities

law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated

any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been

subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or state securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26)), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29)), or any equivalent exchange, association, entity or organization that has

disciplinary authority over its members or persons associated with a member.

with Section 16(a) of the Exchange Act

common stock of the Company is registered under the Exchange Act, and therefore, the officers, directors and holders of more than 10%

of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of

ownership and reports of changes in ownership of common stock and our other equity securities.

Officers, directors and greater than 10%

beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon

review of the copies of such forms furnished to us during the fiscal year ended December 31, 2025, and based upon a review of the filings

contained in the Edgar Archives, all such required reports were believed to be timely filed.

have adopted a Code of Ethics for our principal executive and financial officers.

See Exhibit 14 in Part IV, Item 15, Exhibits,

We anticipate that our Code of Ethics will be updated by our Board of Directors as the Board deems necessary.

have not established a Nominating Committee because until our closing of the KonaTel Nevada Merger, we had only three (3) directors and

three (3) executive officers at any one time, and we believe that we were able to effectively manage the issues normally considered by

a Nominating Committee and currently believe we can do without a Nominating Committee.

we do establish a Nominating Committee, we will disclose our procedures in recommending nominees by our Board of Directors.

have not established an Audit Committee for the same reasons why we have not established a Nominating Committee, and a further review

of this issue will no doubt be necessitated and undertaken by our management in the future.

Trading Policy

the year ended December 31, 2021, our Board of Directors adopted an Insider Trading Policy.

Insider Trading Policy was adopted by the Company to satisfy its obligations to prevent insider trading and to help its personnel avoid

the consequences associated with violations of applicable federal and state securities laws, rules and regulations regarding insider

trading of our securities when they have material non-public information related to the Company.

It is also intended to prevent even

the appearance of improper conduct on the part of anyone employed by or associated with us, not just so-called “insiders.”

It contains four (4) “Black-Out Periods”, which are as follows:

twenty (20) days prior to the release of financial results

for the periods ending March 31, June 30, September 30 and December 31 of each year and end after three (3) full trading days of our

securities on the OTCQB (or any other recognized nation medium on which our securities publicly trade [“Other Medium”]) after

financial results are announced for the preceding fiscal period.

If the last day of the month falls on a weekend, the Black-Out Period

will start at the close of business on the last trading day prior to the weekend.

Additional Black-Out Periods may occur when other material

events occur, such as a press release sent out to the public, wherein only a select few persons have knowledge of the event.

The Black-Out

Periods do not apply to the exercise of outstanding and vested ISOs issued by the Company or other stock issuances approved by the Board

of Directors;

however, they do apply to all of our securities that are the subject of a registration statement filed with the SEC.

November 8, 2024, our Board of Directors amended our Insider Trading Policy to exempt the exercise of stock options granted by the Company

that allow payment of the exercise price of such stock options by the holder’s conveyance of fully-paid shares of common stock

of the Company having a value on the date of exercise equal to the exercise price of the subject stock options, based upon the closing

price of our shares of common stock on or about the date of exercise, from the Black-Out Periods.

See Section 9 – Financial Statements

and Exhibits, Item 9.01, Part IV, Item 15, Exhibit 99.1 .

This summary is modified in its entirely by reference to Exhibit 99.1 .

EXECUTIVE COMPENSATION

All Compensation

The following Employment

Agreements of our officers and directors who served in any of these capacities during the year ended December 31, 2024, which are discussed

below under the caption “Executive Compensation” in Part III, Item 11 hereof, can be accessed by Hyperlink in Section 9 –

Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, below, and are incorporated herein by reference:

Sean McEwen-Chairman and CEO-8-K Current Report dated January 1, 2022,

filed with the SEC January 14, 2022, along with the third amendment to Mr.

following Employment Agreements of our officers and directors who served in any of these capacities during the year ended December 31,

2025, which are discussed below under the caption “Executive Compensation” in Part III, Item 11 hereof, can be accessed by

Hyperlink in Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, below, and are incorporated herein by

Sean McEwen-Chairman and CEO-8-K Current Report dated January 1, 2022, filed with the SEC January 14, 2022, along with the third amendment

McEwen’s Employment Agreement that is Exhibit 10.1 .

Griffin, President-8-K Current Report dated

January 1, 2022, filed with the SEC January 14, 2022.

Todd Murcer, 8-K Current Report dated February

4, 2022, filed with the SEC on February 11, 2022.

See the asterisk at the bottom of the table of the “Identification of Directors

and Executive Officers” in Part III, Item 10, above.

Joshua Ploude, President of Apeiron Systems-8-K Current

Report dated December 31, 2018, filed with the SEC on December 31, 2018.

Welch, President of IM Telecom-8-KA-1 Current

Report dated February 4, 2022, filed with the SEC on April 8, 2022.

See the asterisk at the bottom of the table of the “Identification

of Directors and Executive Officers” in Part III, Item 10, above.

Summary Compensation Table

Principal Position

D Sean McEwen

Griffin, President-8-K Current Report dated January 1, 2022, filed with the SEC January 14, 2022.

Ploude, President of Apeiron Systems-8-K Current Report dated December 31, 2018, filed with the SEC on December 31, 2018.

Compensation Table

Name and Principal Position

Option Awards

All Other Compensation

Chairman and CEO

Robert Beaty, Director and President,

Apeiron Systems**

Jeffrey Pearl, Director

Roberty Beaty,

Director and President, Apeiron Systems**

Chief Financial Officer

President and COO

Todd Murcer, Secretary

and EVP of Finance**

Joshua Ploude, CEO,

Apeiron Systems

Jason Welch, President,

*See the heading “Outstanding Equity Awards” below.

**Salary for Mr.

Beaty includes $6,000 in Director

fees and $160,417 of salary as President of Apeiron Systems.

All Other Compensation for Messrs.

Murcer and Welch include severance pay

from November 16, 2024, through December 31, 2024.

Employment Agreement of D.

At the Effective Time

of the KonaTel Merger, we entered into an Employment Agreement with Mr.

McEwen for a term of two (2) years, under which he served as

the Chairman, President and CEO of our Company, with customary duties applicable to these positions.

After the initial term, the

McEwen Employment Agreement provided that it would continue on a year-to-year basis.

VP Finance & HR

Joshua Ploude,

CEO, Apeiron Systems

the heading “Outstanding Equity Awards” below.

Beaty includes $6,000 in Director fees and $160,417 of salary as President of Apeiron Systems.

Mr Beaty resigned as President

of Apeiron Systems in 2024.

Sean McEwen Employment Agreement

the Effective Time of the KonaTel Merger, we entered into an Employment Agreement with Mr.

McEwen for a term of two (2) years, under

which he served as the Chairman, President and CEO of our Company, with customary duties applicable to these positions.

After the initial

term, the McEwen Employment Agreement provided that it would continue on a year-to-year basis.

During the initial term (2018-2019), Mr.

received the following compensation under his Employment Agreement:

McEwen received the following compensation under his Employment Agreement:

$1,000 per month base salary;

1 unchanged sentence

plan for employees, including medical, dental and vision, which coverage also includes his spouse.

Effective January 1, 2020,

McEwen’s Employment Agreement was amended to adjust his monthly base salary to $16,667, including a monthly bonus program tied

to a percentage of EBITDA.

Effective January 1, 2022, McEwen’s Employment Agreement was amended a second time to adjust his

monthly base salary to $22,916.66, including a twenty-four (24) month severance compensation package equal to his then current base

salary, together with any accrued and untaken vacation, in the event any employment departure is not “for cause” as

defined in the McEwen Employment Agreement.

Effective January 1, 2020, McEwen’s

Employment Agreement was amended to adjust his monthly base salary to $16,667, including a monthly bonus program tied to a percentage

Effective January 1, 2022, McEwen’s Employment Agreement was amended a second time to adjust his monthly base salary

to $22,917, including a twenty-four (24) month severance compensation package equal to his then current base salary, together with any

accrued and untaken vacation, in the event any employment departure is not “for cause” as defined in the McEwen Employment

Additionally, at the time of the second amendment to his Employment Agreement, Mr.

McEwen resigned as President of the Company to allow for Charles D.

McEwen resigned as President of the Company

to allow for Charles D.

Griffin to assume the role of President and COO of the Company.

McEwen remains as Chairman of the Board and CEO of the Company.

McEwen never claimed the “percentage of EBITDA”

bonus program provision of his Employment Agreement;

McEwen remains as Chairman of the Board and

CEO of the Company.

McEwen never claimed the “percentage of EBITDA” bonus program provision of his Employment Agreement;

accordingly, effective April 12, 2022, Mr.

McEwen suggested, and the Board of

Directors agreed, to a third amendment of his Employment Agreement thereby eliminating the percentage of EBITDA bonus provision.

McEwen volunteered this third amendment to his Employment Agreement without receipt of any current or future consideration, and all

other terms and conditions of the McEwen Employment Agreement along with its three amendments remain the same.

The third amendment

McEwen’s Employment Agreement, Exhibit 10.1 , in Section 9 – Financial

Statements and Exhibits, Item 9.01, Part IV, Item 15, below.

This summary is modified in its entirety by this reference.

McEwen suggested, and the Board of Directors agreed, to a third amendment of his Employment

Agreement thereby eliminating the percentage of EBITDA bonus provision.

McEwen volunteered this third amendment to his Employment

Agreement without receipt of any current or future consideration, and all other terms and conditions of the McEwen Employment Agreement

along with its three amendments remain the same.

The third amendment to Mr.

McEwen’s Employment Agreement, Exhibit 10.1 ,

in Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, below.

This summary is modified in its entirety

by this reference.

Griffin Employment Agreement

3 unchanged sentences

he will also act as a liaison between the Company, our subsidiaries and our CEO.

A complete description of his duties is contained

in Exhibit A of the Griffin Employment Agreement, which provides, among other customary terms and provisions:

(i) a monthly

base salary of $20,833.33, along with inclusion in our healthcare plan for employees and spouse, including medical, dental and vision

A complete description of his duties is

contained in Exhibit A of the Griffin Employment Agreement, which provides, among other customary terms and provisions:

monthly base salary of $20,833, along with inclusion in our healthcare plan for employees and spouse, including medical, dental and vision

coverage, effective January 1, 2022, and termination can occur on thirty (30) days’ notice by either party;

4 unchanged sentences

departure is not “for cause” as defined in the Griffin Employment Agreement.

This summary is modified in its entirety

by this reference.

The Employment Agreement has customary termination,

trade secret and dispute resolution clauses, among others.

Todd Murcer Employment Agreement

On January 24, 2022, we entered into an Employment

Agreement with Mr.

Murcer (the “Murcer Employment Agreement”), under which Mr.

Murcer served as our Executive Vice President

of Finance and Secretary of the Company, until December, 2024, with customary duties applicable to these positions, and which are described

in Exhibit A thereof.

Under the Murcer Employment Agreement, Mr.

Murcer received the following compensation:

per month base salary;

and inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes

his immediate family.

See the asterisk at the bottom of the table of the “Identification of Directors and Executive Officers”

in Part III, Item 10, above.

This summary is modified in its entirety by this reference.

Joshua Ploude Employment Agreement

Effective December 31, 2018, Apeiron and Mr.

executed and delivered a 36-month Employment Agreement under which Mr.

Ploude continues to serve as the Chief Executive Officer of Apeiron,

with the attendant duties and responsibilities outlined in his Employment Agreement, at a monthly salary of $16,667 (the “Ploude

Employment Agreement”).

summary is modified in its entirety by this reference.

Employment Agreement has customary termination, trade secret and dispute resolution clauses, among others.

Ploude Employment Agreement

December 31, 2018, Apeiron and Mr.

Ploude executed and delivered a 36-month Employment Agreement under which Mr.

Ploude continues to

serve as the Chief Executive Officer of Apeiron, with the attendant duties and responsibilities outlined in his Employment Agreement,

at a monthly salary of $16,667 (the “Ploude Employment Agreement”).

On September 1, 2021, Mr.

Ploude’s monthly salary was increased to $20,883.33.

The Ploude Employment

Agreement has customary provisions regarding trade secrets;

a one (1) year covenant not to compete;

Ploude’s monthly salary

was increased to $20,883.

The Ploude Employment Agreement has customary provisions regarding trade secrets;

a one (1) year covenant not

confidentiality;

Apeiron’s continued

ownership of intellectual property;

Apeiron’s continued ownership of intellectual property;

a duty to cooperate;

free, fully-paid licensing to Apeiron of inventions created by Mr.

he provides or incorporates into any Employer product or system during his employment with Apeiron;

free, fully-paid licensing

to Apeiron of inventions created by Mr.

Ploude that he provides or incorporates into any Employer product or system during his employment

with Apeiron;

and an assignment of Mr.

interest in all relevant intellectual property utilized by Apeiron, among other terms and conditions.

This summary is modified in its entirety by this reference.

Welch Employment Agreement

On February 2, 2022 (effective

February 14, 2022), we entered into an Employment Agreement with Mr.

Welch (the “Welch Employment Agreement”), under which

Welch served as the President of IM Telecom, with customary duties applicable to this position, and which were described in Exhibit

Under the Welch Employment Agreement, Mr.

Welch will continue to receive the following compensation:

$20,833.33 per

month base salary;

and inclusion in our healthcare plan for employees, including medical, dental and vision, which coverage also includes

his immediate family.

The monthly base salary may be increased or decreased from time to time in the sole discretion of the Company, but

in no event shall the monthly base salary be less than the amount stated in this section.

Welch is entitled to paid vacation during

each year of his employment in accordance with the Company’s vacation accrual policy as defined by our Company handbook;

may also receive an annual bonus under the Company’s bonus program established by us and as approved by our Board of Directors each

calendar year.

This Employment Agreement will novate to KonaTel under the Excess Telecom Purchase Agreement and related agreements in

Part I, Item 1 hereof.

See the asterisk at the bottom of the table of the “Identification of Directors and Executive Officers”

in Part III, Item 10 above.

Ploude’s interest in all relevant intellectual property utilized by Apeiron, among other

terms and conditions.

This summary is modified in its entirety by this reference.

( This space intentionally left blank .)

Securities Authorized for Issuance under Equity Compensation Plans

Outstanding Equity Awards

The following table represents 5,285,000 options granted, with 1,950,000

exercised, and 665,000 options still available to be granted under the 7,925,000 shares reserved for issuance under the Company’s

2018 Incentive Stock Option Plan.

space intentionally left blank .)

Authorized for Issuance under Equity Compensation Plans

Equity Awards

following table represents 3,505,000 options granted, with 2,075,000 exercised, and 2,268,000 options still available to be granted under

the 7,848,120 shares reserved for issuance under the Company’s 2018 Incentive Stock Option Plan.

Option Awards

incentive plan

Jeffrey Pearl

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) not exercisable

Equity incentive plan awards;

number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested (#)

Equity incentive plan awards;

number of unearned shares, units or other rights that have not vested (3)

Equity incentive plan awards;

market or payout value of unearned shares, united or other rights that have not vested

Edward Archuleta

5 unchanged sentences

John Heathcock

As part of his designation as director, Mr.

Beaty was granted quarterly stock option grants to purchase 25,000 shares of our common stock commencing February 12, 2018, with the shares being valued at 110% of the fair market value or the closing price of our common stock on the date of the grant for the first year, and thereafter at 110% of the fair market value or the closing price of our common stock on the quarterly date of vesting for any other remaining quarters of service as a director.

The first quarterly grants of 25,000 (100,000 total) were all granted at the same exercise price of $0.33.

his designation as director, Mr.

Beaty was granted quarterly stock option grants to purchase 25,000 shares of our common stock commencing

February 12, 2018, with the shares being valued at 110% of the fair market value or the closing price of our common stock on the

date of the grant for the first year, and thereafter at 110% of the fair market value or the closing price of our common stock on

the quarterly date of vesting for any other remaining quarters of service as a director.

The first quarterly grants of 25,000 (100,000

total) were all granted at the same exercise price of $0.33.

On February 9, 2023, Mr.

Beaty exercised his first option grants of 100,000 options by conveying to the Company 44,686 unencumbered shares of the Company’s common stock that he had acquired in an unrelated private transaction in 2020.

Beaty exercised his first option grants of

100,000 options by conveying to the Company 44,686 unencumbered shares of the Company’s common stock that he had acquired in

an unrelated private transaction in 2020.

On May 10, 2024, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 7,028 unencumbered shares of the Company's common stock.

Beaty exercised 25,000 option grants by conveying to the Company 7,028

unencumbered shares of the Company’s common stock.

On August 9, 2024, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 8,709 unencumbered shares of the Company's common stock.

Beaty exercised 25,000 option grants by conveying

to the Company 8,709 unencumbered shares of the Company’s common stock.

On November 11, 2024, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 10,587 unencumbered shares of the Company's common stock.

Beaty exercised 25,000 option

grants by conveying to the Company 10,587 unencumbered shares of the Company’s common stock.

On February 11, 2025, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 13,934 unencumbered shares of the Company's common stock.

The remaining options expire at the earlier of five (5) years from the date grant or one (1) year from termination or resignation as a director.

exercised 25,000 option grants by conveying to the Company 13,934 unencumbered shares of the Company’s common stock.

11, 2025, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 13,934 unencumbered shares of the Company’s

common stock.

On August 11, 2025, Mr.

Beaty exercised 25,000 option grants by conveying to the Company 10,388 unencumbered shares

of the Company’s common stock.

On November 11, 2025, Mr.

Beaty was granted an additional 100,000 stock options, which vest 33,333 shares on November 29, 2024, 33,333 on November 29, 2025, and 33,334 on November 29, 2025;

and they also expire at the earlier of five (5) years from the date of grant or one (1) year from termination or resignation as a director.

Beaty exercised 25,000 option grants by conveying to the Company 5,600

unencumbered shares of the Company’s common stock.

The remaining options expire at the earlier of five (5) years from the date

grant or one (1) year from termination or resignation as a director.

On November 29, 2023, Mr.

Beaty was granted an additional 100,000

stock options, which vest 33,333 shares on November 29, 2024, 33,333 on November 29, 2025, and 33,334 on November 29, 2025;

also expire at the earlier of five (5) years from the date of grant or one (1) year from termination or resignation as a director.

Also, on November 29, 2023, Mr.

Beaty was granted an additional 650,000 stock options, with one-third (1/3 rd ) of these options vesting per year, conditioned on Apeiron Systems having been provided 100,000 simultaneous cellular customers by VIVA-US Telecommunications, Inc.

(“VIVA”) under Apeiron’s “Mobile Reseller Agreement” with VIVA dated November 10, 2023, and with VIVA being fully paid and current with all outstanding amounts owed to Apeiron, within one (1) year of the date of grant and with at least 100,000 of such simultaneous customer cellular contracts then being in full force and effect, or the grant of the ISO’s shall expire.

Beaty was granted an additional 650,000 stock options, with one-third (1/3 rd ) of these

options vesting per year, conditioned on Apeiron Systems having been provided 100,000 simultaneous cellular customers by VIVA-US

Telecommunications, Inc.

(“VIVA”) under Apeiron’s “Mobile Reseller Agreement” with VIVA dated November

10, 2023, and with VIVA being fully paid and current with all outstanding amounts owed to Apeiron, within one (1) year of the date

of grant and with at least 100,000 of such simultaneous customer cellular contracts then being in full force and effect, or the grant

of the ISO’s shall expire.

These options expire November 29, 2029.

As part of his designation as director, Mr.

Pearl was granted quarterly stock option grants to purchase 25,000 shares of our common stock commencing October 28, 2018, with the shares being valued at 110% of the fair market value or the closing price of our common stock on the date of the grant for the first year, and thereafter at 110% of the fair market value or the closing price of our common stock on the quarterly date of vesting for the remaining quarters of service as a director.

The first quarterly grants of 25,000 (100,000 total) were all granted at the same exercise price of $0.495.

On October 25, 2023, Mr.

Pearl exercised his first option grants of 100,000 options.

On January 27, 2025, Mr.

Pearl exercised 25,000 option grants by conveying to the Company 13,307 unencumbered shares of the Company's common stock.

The remaining options expire at the earlier of five (5) years from the date of quarterly grant or one (1) year from termination or resignation as a director.

These options were granted on April 1, 2021,

and vest 50,000 shares on April 1, 2022;

These options were granted

on April 1, 2021, and vest 50,000 shares on April 1, 2022;

50,000 shares on April 1, 2023;

and 50,000 shares on April 1, 2024;

and they expire on the earlier

of April 1, 2026, or ninety (90) days from resignation or termination of employment.

These options were granted on May 17, 2021, and

vest 10,000 shares on May 17, 2022;

they expire on the earlier of April 1, 2026, or ninety (90) days from resignation or termination of employment.

These options were granted

on May 17, 2021, and vest 10,000 shares on May 17, 2022;

10,000 shares on May 17, 2023;

and 10,000 shares on May 17, 2024;

and they expire on the earlier

of May 17, 2026, or ninety (90) days from resignation or termination of employment.

expire on the earlier of May 17, 2026, or ninety (90) days from resignation or termination of employment.

On November 29, 2023, Mr.

Archuleta was granted an

additional 20,000 stock options, with 6,666 vesting on November 29, 2024, and 6,667 vesting on November 29, 2025, and 6,667 vesting on

November 29, 2026.

These options expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment.

These options were granted on July 6, 2021, and vest 275,000 shares

on January 7, 2023;

Archuleta was granted an additional 20,000 stock options, with 6,666 vesting on November 29, 2024, and 6,667 vesting on November

29, 2025, and 6,667 vesting on November 29, 2026.

These options expire on the earlier of November 29, 2028, or ninety (90) days from

resignation or termination of employment.

These options were granted

on July 6, 2021, and vest 275,000 shares on January 7, 2023;

275,000 shares on January 7, 2024;

1 unchanged sentence

and 275,000 shares on January 7, 2026;

expire on January 7, 2027, or ninety (90) days from resignation or termination of employment.

Griffin was granted an additional 550,000

options on November 29, 2023, and vest 183,333 shares on November 29, 2024, 183,333 on November 29, 2025, and 183,334 on November 29,

and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment.

These options were granted on September 27, 2021, and vest 16,667

shares on September 27, 2022;

16,667 shares on September 27, 2023, and 16,666 shares on September 27, 2024;

and they expire on the earlier

of September 26, 2026, or ninety (90) days from resignation or termination of employment.

to Board resolutions adopted on February 1, 2025, and extension of options, this employee’s options, who is under an Employment

Agreement, will expire on August 13, 2025.

and they expire on January 7, 2027, or ninety (90) days from resignation or termination of

Griffin was granted an additional 550,000 options on November 29, 2023, and vest 183,333 shares on November 29, 2024,

183,333 on November 29, 2025, and 183,334 on November 29, 2025;

and they expire on the earlier of November 29, 2028, or ninety (90)

days from resignation or termination of employment.

These options were granted

on September 8, 2023, and vest 250,000 shares on September 8, 2024, 250,000 shares on September 8, 2025, and 250,000 shares on September

and they expire on the earlier of September 8, 2028, or ninety (90) days from resignation or termination of employment.

to Board resolutions adopted on February 1, 2025, and extension of options, Mr.

Murcer’s options will expire on August 13, 2025.

on July 17, 2023, and all 60,000 shares vested July 17, 2023;

and they expire on the earlier of July 17, 2028, or ninety (90) days

from resignation or termination of his position as a consulting attorney to the Company.

These options were granted

on September 22, 2023, and vest 250,000 shares September 22, 2024, 250,000 shares on September 22, 2025, and 250,000 shares on September

and they expire on the earlier of September 22, 2028, or ninety (90) days from resignation or termination of employment.

to Board resolutions adopted on February 1, 2025, and extension of options, Mr.

Welch’s options will expire on August 13, 2025.

These options were granted on July 17, 2023, and all 60,000 shares vested July 17, 2023;

and they expire on the earlier of July 17, 2028, or ninety (90) days from resignation or termination of his position as a consulting attorney to the Company.

on November 29, 2023, and vest one third on November 29, 2024, on third on November 29, 2025, and one third on November 29, 2026;

and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment.

These options were granted

on November 29, 2023, and vest one third on November 29, 2024, on third on November 29, 2025, and one third on November 29, 2026;

they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment.

to Board resolutions adopted on February 1, 2025, and extension of options, this employee’s options, who is under an Employment

Agreement, will expire on August 13, 2025.

These options were granted on March 27, 2024, and 33,333 shares vest on March 27, 2025, 33,333 shares vest on March 27, 2026, and 33,334 shares vest on March 27, 2027;

and they expire on the earlier of November 29, 2028, or ninety (90) days from resignation or termination of employment.

execution of the First Omnibus Agreement between the Company and Excess Telecom, which was effective on September 19, 2025, on October

13, 2025, but effective as of September 19, 2025, the Board of Directors of the Company adopted resolutions providing that the incentive

stock options of any employees whose service will or may be transferred from KonaTel to IM Telecom shall remain valid and exercisable

in accordance with the terms of their respective ISO Agreements, without exception and regardless of when the Final Closing of the

Excess Telecom Membership Purchase Agreement is completed.

These options were granted

on March 27, 2024, and 33,333 shares vest on March 27, 2025, 33,333 shares vest on March 27, 2026, and 33,334 shares vest on March

and they expire on the earlier of March 27, 2029, or ninety (90) days from resignation or termination of employment.

Compensation of Directors

McEwen receives no compensation to serve as a

Director and Chairman of the Board.

McEwen receives no compensation to serve as a Director and Chairman of the Board.

Currently, and except for compensation of Mr.

McEwen under his Third Amended Employment Agreement

(see Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, Exhibit 10.1 ), and the current $500 monthly

compensation set out above for certain directors (these directors were paid $3,000 per month through May, 2023), our directors do not

receive any other compensation other than the incentive stock options outlined above in this Item in the Outstanding Equity Awards Table.

Transactions with Related Persons

For information regarding transactions with related

persons, see the heading “Transactions with Related Persons,” in Part III, Item 13 below.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons,” under

under his Third Amended Employment Agreement (see Section 9 – Financial Statements and Exhibits, Item 9.01, Part IV, Item 15, Exhibit

10.1 ), and the current $500 monthly compensation set out above for certain directors (these directors were paid $3,000 per month

through May, 2023), our directors do not receive any other compensation other than the incentive stock options outlined above in this

Item in the Outstanding Equity Awards Table.

with Related Persons

information regarding transactions with related persons, see the heading “Transactions with Related Persons,” in Part III,

Item 13 below.

Parents of the Smaller Reporting Company

We have no parents.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership by any

person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities as of the filing

of this Annual Report with the SEC.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes

voting or investment power with respect to securities.

Other than as indicated below in footnotes to this table, the persons named in

the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by

Security Ownership of Beneficial Owners

Name and Address*

Amount and Nature of Beneficial

and Certain Control Persons

the heading “Transactions with Related Persons,” under Item 13 below.

of the Smaller Reporting Company

have no parents.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners

following table sets forth the ownership by any person known to us to be the beneficial owner of more than five percent (5%) of any of

our outstanding voting securities as of the filing of this Annual Report with the SEC.

Beneficial ownership is determined in accordance

with the rules of the SEC and generally includes voting or investment power with respect to securities.

Other than as indicated below

in footnotes to this table, the persons named in the table below have sole voting power and investment power with respect to all shares

of common stock shown as beneficially owned by them.

Ownership of Beneficial Owners

Nature of Beneficial

of Beneficial Owner

Ownership (1) &

Class (1), (2) & (3)

Joshua Ploude

Security Ownership of Officers and Directors

Name and Address*

Amount and Nature of Beneficial

Ownership of Officers and Directors

Nature of Beneficial

of Officer or Director

Ownership (1) &

Class (1), (2) & (3)

Jeffrey Pearl

Joshua Ploude

All Officers and Directors as a Group

*The Company’s principal executive office address

on the cover page.

(1) The number and percentage of shares beneficially

owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power

and also any shares, which the individual has the right to acquire within sixty (60) days through the exercise of any stock option or

The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as

beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this

(2) Based on 43,526,417 currently issued and outstanding

shares of common stock as of March 31, 2025, together with 375,000 non-compensatory stock options of Mr.

1,691,666 vested incentive

stock options, comprised of, 358,333 for Robert Beaty, 325,000 Jeffrey Pearl and 1,008,333 for Charles D.

Griffin, for a total of 45,593,083

issued (or issuable with respect to such options within sixty [60] days) and outstanding shares of common stock, as of the filing of this

Annual Report.

SEC Rule 13d-3 generally provides that management’s beneficial ownership of securities includes any such security

that can be acquired within sixty (60) days.

Accordingly, any securities not outstanding, which are subject to such options, warrants

or conversion privileges and exercisable within sixty (60) days, are treated as outstanding for the purpose of computing the percentage

of outstanding securities owned by that person, and are not treated as outstanding for the purpose of computing the percentage of the

class owned by any such person.

(3) The beneficial ownership of Mr.

McEwen in the

“Beneficial Owners” table includes 16,559,262 shares directly owned;

and 375,000 shares underlying personally owned vested

options, all of which vested non-compensatory options can be exercised within sixty (60) days of the filing of this Annual Report.

Changes in Control

There are no additional present arrangements or pledges

of our securities which may result in a change in control of the Company.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Transactions with Shareholders

Transactions with CFO Strategies LLC

Riffle, the CFO of the Company, is the Managing

Partner of CFO Strategies, LLC.

Payments of $20,464 were made to CFO Strategies LLC as compensation for the CFO services of Mr.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons”

of this Item above, and Part III, Item 12 hereof for identification of control persons.

Director Independence

For purposes of determining director independence,

we have applied the definitions set out in NASDAQ Marketplace Rule 4200(a)(15), which states that “Independent director” means

“a person other than an executive officer or employee of the company or any other individual having a relationship which, in the

opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.” As of December 31, 2024, only Robert Beaty and Jeffrey Pearl came within any of the exceptions to this definition

Company’s principal executive office address is on the cover page.

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative

of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual

has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within sixty (60)

days through the exercise of any stock option or other right.

The persons named in the table have sole voting and investment power with

respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the

information contained in the footnotes to this table.

Based on 43,979,064 currently issued and outstanding shares of common stock as of March 31, 2026, together with 1,974,998 vested incentive

stock options, comprised of, 508,332 for Robert Beaty, and 1,466,666 for Charles D.

Griffin, for a total of 45,954,062 issued (or issuable

with respect to such options within sixty [60] days) and outstanding shares of common stock, as of the filing of this Annual Report.

SEC Rule 13d-3 generally provides that management’s beneficial ownership of securities includes any such security that can be acquired

within sixty (60) days.

Accordingly, any securities not outstanding, which are subject to such options, warrants or conversion privileges

and exercisable within sixty (60) days, are treated as outstanding for the purpose of computing the percentage of outstanding securities

owned by that person, and are not treated as outstanding for the purpose of computing the percentage of the class owned by any such person.

are no additional present arrangements or pledges of our securities which may result in a change in control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

with Related Persons

with Shareholders

with CFO Strategies LLC

Riffle, the CFO of the Company, is the Managing Partner of CFO Strategies, LLC.

During the years ended December 31, 2025, and December

31, 2024, respectively, payments of $20,465 were made to CFO Strategies LLC as compensation for the CFO services of Mr.

and Certain Control Persons

the heading “Transactions with Related Persons” of this Item above, and Part III, Item 12 hereof for identification of control

purposes of determining director independence, we have applied the definitions set out in NASDAQ Marketplace Rule 4200(a)(15), which

states that “Independent director” means “a person other than an executive officer or employee of the company or any

other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director.” As of December 31, 2025, only Robert Beaty and Jeffrey

Pearl came within any of the exceptions to this definition regarding:

being or having been an executive officer;

having an employee-employer relationship with us;

having received compensation from

us in an amount in excess of $100,000;

and having certain relationships with us, in the case of membership of a director on an audit committee,

including applicable family relationships.

Policy on Audit Committee Pre-Approval of Audit

and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee;

there is no Audit Committee policy in this regard.

However, we do require approval in advance of the performance of professional services

to be provided to us by our principal accountant.

Additionally, all services rendered by our principal accountant are performed pursuant

to a written engagement letter between us and the principal accountant.

PRINCIPAL ACCOUNTING FEES

The following is a summary of the fees billed to us

by our principal accountants, Haynie & Company, CPAs, during the years ended December 31, 2024, and 2023, respectively:

having an employee-employer

relationship with us;

having received compensation from us in an amount in excess of $100,000;

and having certain relationships with

us, in the case of membership of a director on an audit committee, including applicable family relationships.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

have not adopted an Audit Committee;

therefore, there is no Audit Committee policy in this regard.

However, we do require approval in

advance of the performance of professional services to be provided to us by our principal accountant.

Additionally, all services rendered

by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PRINCIPAL ACCOUNTING FEES AND SERVICES

following is a summary of the fees billed to us by our principal accountants, Haynie & Company, CPAs, during the years ended December

31, 2025, and 2024, respectively:

Audit-related Fees

All Other Fees

Audit Fees - Consists of fees for professional

services rendered by our principal accountants for the audit of our annual financial statements for our 10-K Annual Reports and review

of the financial statements included in our 10-Q Quarterly Reports or services that are normally provided by our principal accountants

in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees

for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review

of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional

services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for

products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-related

Fees,” and “Tax Fees” above.

Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements

for our 10-K Annual Reports and review of the financial statements included in our 10-Q Quarterly Reports or services that are normally

provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related

Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance

of the audit or review of our financial statements and are not reported under “Audit fees.”

Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under

“Audit Fees,” “Audit-related Fees,” and “Tax Fees” above.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

See the audited financial statements

of the Company contained in Part II, Item 8 above, of this Annual Report, which are incorporated herein by this reference.

See the audited financial statements of the Company contained in Part II, Item 8 above, of this Annual Report, which are

incorporated herein by this reference.

The following exhibits are filed as part of this Annual Report:

(a) Exhibits.

Exhibit Number

1 unchanged sentence

Amended and Restated Certificate of Incorporation

Filed with the Form 8-K dated February 7, 2018, and filed with the SEC on February 12, 2018.

Filed with the Form 8-K dated February 7, 2018, and

filed with the SEC on February 12, 2018.

Amended and Restated Bylaws

Filed with the Form S-8 filed with the SEC on December 8, 2023, and incorporated herein by reference.

Filed with the Form S-8 filed with the SEC on December

8, 2023, and incorporated herein by reference.

Description of the Company’s Securities

Filed with the Form 10-K for December 31, 2022, and filed with the SEC on April 17, 2023.

Third Amended Employment Agreement with D.

Filed with the Form 8-K dated January 1, 2022, and filed with the SEC on January 14, 2022.

Filed with the Form 10-K for December 31, 2022, and

filed with the SEC on April 17, 2023.

Amended Employment Agreement with D.

Filed with the Form 8-K dated January 1, 2022, and

filed with the SEC on January 14, 2022.

Griffin Employment Agreement

Filed with the Form 8-K dated January 1, 2022, and filed with the SEC on January 14, 2022.

Todd Murcer Employment Agreement

Filed with the Form 8-K dated February 4, 2022, and filed with the SEC on February 11, 2022.

Filed with the Form 8-K dated January 1, 2022, and

filed with the SEC on January 14, 2022.

Joshua Ploude Employment Agreement

Filed with the Form 8-K dated December 31, 2018, and filed with the SEC on December 31, 2018.

Welch Employment Agreement

Filed with the 8-KA-1 Current Report dated February 4, 2022, and filed with the SEC on April 8, 2022.

Filed with the Form 8-K dated December 31, 2018, and

filed with the SEC on December 31, 2018.

Code of Ethics

Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference.

Filed with the Form 8-K/A filed on December 20, 2017,

and incorporated herein by reference.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Insider Trading Policy (as amended)

with the Form 10-Q for September 30, 2024, and filed with the SEC on November 14, 2024.

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Exhibits incorporated by reference:

Filed with the Form 10-Q for September 30, 2024, and

filed with the SEC on November 14, 2024.

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incorporated by reference:

8-K Current Report dated June 14, 2022 (“CCUR Loan”), and filed with the SEC on June 21, 2022

2 unchanged sentences

8-K Current Report dated December 18, 2023 (“ACP Financing Installment Sale Agreement”), filed with the SEC on December 22, 2023.

8-K Current Report dated January 22, 2024 (“Excess Telecom Purchase Agreement and Transaction Documents”), filed with the SEC on January 30, 2024 .

8-KA Current Report dated January 22, 2024 (“Excess Telcom Purchase Agreement Transaction Documents,” as amended), filed with the SEC on March 10, 2025 .

8-K Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement and Transaction Documents”), filed with the SEC on January 30, 2024.

8-KA-1 Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement Transaction Documents,” as amended), filed with the SEC on March 10, 2025.

8-KA-2 Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement Transaction Documents,” as amended), filed with the SEC on September 30, 2025.

FORM 10-K SUMMARY

( This space intentionally left blank )

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.

KonaTel, Inc.

April 15, 2025

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.

Chairman, CEO and Director

Chief Financial Officer

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

April 15, 2025

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.

Chairman, CEO and a Director

April 15, 2025

Chief Financial Officer

April 15, 2025

/s/ Robert Beaty

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures