What changed in this filing

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Item 1. Business

2022-04-14 compared with 2021-04-06 · 226 added, 244 removed, 129 unchanged (78% of the section changed)

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12,100,000 shares of our common stock in consideration of the sum of $367,500, which resulted in a change in control of our Company.

additional information about this Common Stock Purchase Agreement, see Part IV, Item 15 hereof, under the heading “M2 Change

of Control.” On April 24, 2018, these 12,100,000 shares were distributed to M2’s members, pro rata, in accordance with their

respective membership interests.

On November 13, 2017, we filed an Amended and Restated

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See Part IV, Item 15, Exhibit 3(i).

Effective December 18, 2017, we completed an

Agreement and Plan of Merger (the “KonaTel Merger Agreement”) with KonaTel, Inc., a Nevada corporation (the “KonaTel

Nevada”), under which KonaTel Nevada became our wholly owned subsidiary on the closing of the merger (the “KonaTel Nevada

Merger”) and we succeeded to the business operations of KonaTel Nevada.

For additional information on the KonaTel Nevada Merger,

see Part IV, Item 15 hereof, under the heading “KonaTel Merger Current Reports.”

Effective February 7, 2018, we entered into an Agreement

for the Purchase and Sale of Membership Interest dated as of February 5, 2018 (the “PSMI”), with the transaction documents

Effective December 18, 2017, we completed an Agreement

and Plan of Merger (the “KonaTel Merger Agreement”) with KonaTel, Inc., a Nevada corporation (the “KonaTel Nevada”),

under which KonaTel Nevada became our wholly owned subsidiary on the closing of the merger (the “KonaTel Nevada Merger”),

and we succeeded to the business operations of KonaTel Nevada.

Effective February 7, 2018 (dated as of February 5,

2018), we entered into an Agreement for the Purchase and Sale of Membership Interest (the “PSMI”), with the transaction documents

being deposited in escrow on February 7, 2018, respecting the acquisition of 100% of the membership interest in IM Telecom, LLC, an Oklahoma

limited liability company (“IM Telecom” doing business as “Infiniti Mobile”), from its sole owner, Trevan Morrow

The principal asset of IM Telecom was a “Lifeline Program” license (a Federal Communications

Commission [the “FCC”] approved Compliance Plan).

For additional information regarding the PSMI and transactions with Mr.

Morrow, see Part IV, Item 15 hereof, under the heading “IM Telecom Current Reports.”

limited liability company, (doing business as “Infiniti Mobile”) (“IM Telecom” or “Infiniti Mobile), from

its sole owner, Trevan Morrow (“Mr.

The principal asset of IM Telecom, at that time, was a “Lifeline

Program” license of the Federal Communications Commission (“FCC”) (an FCC approved wireless Compliance Plan).

On August 9, 2018, we entered into an Asset Purchase

Agreement (the “Telecon Agreement”) with Telecon Wireless Resources, Inc., a New York corporation (the “Telecon Wireless”),

whereby we sold various assets, including furniture, fixtures, equipment, account receivable and a customer list, among other assets and

Additional information on the Telecon Agreement can be accessed in Part IV, Item 15 hereof, under the heading “Telecon

Wireless Sale Current Report.”

In August, 2019, we won an arbitration award (ratified

by a court) from Saul Glosser in the amount of $357,914, together with arbitrator’s compensation of $4,957, for a total award of

See Exhibit 10.2 of this Annual Report in Part IV, Item 15.

Agreement (the “Telecon Wireless Agreement”) with Telecon Wireless Resources, Inc., a New York corporation (the “Telecon

Wireless”), whereby we sold various assets, including furniture, fixtures, equipment, account receivable and a customer list, among

other assets and liabilities.

Additional information on the Telecon Agreement can be accessed in Part IV, Item 15 hereof, under the heading

“Telecon Wireless Sale Current Report.”

Effective December 31, 2018, we completed an Agreement

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We issued 7,000,000 shares of our common stock in exchange for all of the outstanding shares of common stock

of Apeiron Systems, to Apeiron Systems two shareholders, Joshua Ploude (6,300,000 shares) and Vyacheslav Yanson (700,000 shares), pro

rata, in accordance with their respective equity interests in Apeiron Systems.

of Apeiron Systems, to Apeiron Systems’ two (2) shareholders, Joshua Ploude (6,300,000 shares) and Vyacheslav Yanson (700,000 shares),

pro rata, in accordance with their respective equity interests in Apeiron Systems.

Closing conditions to the Apeiron Systems Merger Agreement

included, among other conditions, that the Apeiron Systems shareholders would have a $1.00 per share “Guaranteed Value” on

the KonaTel shares they received under the Apeiron Systems Merger if the KonaTel shares do not trade at or above $1.00 for ten (10) consecutive

days during the period commencing on December 31, 2020, and ending December 31, 2021, on the applicable trading market for our common

stock during that period, and subject to such shares being continuously owned of record by the Apeiron Systems shareholders, as outlined

in Section 5.10 of the Apeiron Systems Merger Agreement;

(ii) there would be a “Net Working Capital” computation that was

intended to provide sufficient cash resources to operate Apeiron Systems for a period of not less than ninety (90) days (see Exhibit

10.3 of this Annual Report in Part IV, Item 15);

and (iii) Employment Agreements with Messrs.

Ploude and Yanson were executed and

See the heading “Apeiron Systems Merger Current Reports” in Part IV, Item 15, for additional information on these

Yanson, a former significant employee, resigned as an employee of the Company on February 19, 2021.

Effective October 15, 2019 (though executed October

17, 2019), the Company and Charles L.

Schneider, Jr., the then CEO of our wholly owned subsidiary, KonaTel Nevada, and the President and

CEO of our wholly owned subsidiary, Infiniti Mobile, executed and delivered a Severance Agreement and Release (the “Severance Agreement”).

In connection with the execution and delivery of the Severance Agreement, the parties also executed and delivered the following additional

(i) various assignments to Mr.

Schneider regarding the Company’s reseller agreement with Standup Wireless;

(ii) an Amended

Incentive Stock Option Agreement;

and (iii) an Independent Contractor Agreement.

Pursuant to the Severance Agreement, Mr.

Employment Agreement with the Company dated July 1, 2016, was terminated.

The Company agreed to pay Mr.

Schneider’s salary ($16,666.66

per month) and benefits through December 31, 2019;

allowed him to retain his laptop, monitors, keyboard/mouse and printer;

him certain Company contract rights as a reseller of Lifeline services for StandUp Wireless, another Lifeline provider, which he agreed

Additionally, the parties agreed that 500,000 of the 1,500,000 Incentive Stock Options held by Mr.

Schneider had vested;

the remaining 1,000,000 Incentive Stock Options that he had been granted were void;

and the Amended Incentive Stock Option Agreement was

revised to include a customary “cashless” exercise feature for the 500,000 vested options.

A Lock-Up/Leak-Out Agreement (the

“LULO Agreement”) was also executed and delivered by the Company and Mr.

Pursuant to the Independent Contractor

Agreement (the “ICA”) entered into with the Company, Mr.

Schneider agreed to assist the Company in having its wholly owned

subsidiary, Infiniti Mobile, being granted its request for Eligible Telecommunications Carrier (“ETC”) status from the California

Public Utilities Commission (“CPUC”) to distribute Lifeline cellular phone service within the State of California.

event that the Company is successful in this process, Mr.

Schneider will be granted a one (1) year Warrant with a customary “cashless”

exercise feature to purchase 250,000 shares of the Company’s common stock at an exercise price to be determined on the date of any

such approval.

The ICA had a term of one (1) year, extendable by the parties yearly.

The LULO Agreement is applicable to any shares that

may be acquired under any such Warrant, with the eighteen (18) month term commencing on the exercise of any such Warrant to purchase common

stock of the Company that may be issued.

A copy the Settlement Agreement is filed as Exhibit 10.1 to this Annual Report in Part

the KonaTel shares they received under the Apeiron

Systems Merger if the KonaTel shares do not trade

at or above $1.00 for ten (10) consecutive days during the period commencing on December 31, 2020, and ending December 31, 2021, on the

applicable trading market for our common stock during that period, and subject to such shares being continuously owned of record by the

Apeiron Systems shareholders, as outlined in Section 5.10 of the Apeiron Systems Merger Agreement.

This condition was fully satisfied

effective June 16, 2021.

See the Company’s 8-KA Current Report dated and filed with the SEC on that date and which is available

by Hyperlink in Part IV, Item 15.

On April 14, 2020, our operating subsidiaries made

loan applications to participate in the Small Business Administration’s (the “SBA”) Paycheck Protection Program created

under the Cares Act as a result of the COVID-19 pandemic.

On April 15, 2020, the loan applications of Apeiron Systems, IM Telecom and

KonaTel Nevada were approved and loan proceeds in the amounts of $101,800, $20,900 and $186,300, respectively, were received.

all prescribed loan forgiveness guidelines provided by our local bank and the SBA by using these loan proceeds to fund employee payroll

through the 60-day period ending on June 15, 2020.

loan applications to participate in the Small Business Administration’s (the “SBA”) Paycheck Protection Program (the

“PPP”) created under the “Cares Act” as a result of the COVID-19 pandemic.

On April 15, 2020, the loan applications

of Apeiron Systems, IM Telecom and KonaTel Nevada were approved and loan proceeds in the amounts of $101,800, $20,900 and $186,300, respectively,

were received.

We followed all prescribed loan forgiveness guidelines provided by our local bank and the SBA by using these loan proceeds

to fund employee payroll through the 60-day period ending on June 15, 2020.

All PPP loans were forgiven by the SBA in 2021.

On December 14, 2020, the shares of the Company’s

common stock were approved for uplisting to OTC Markets Group Inc.’s OTCQB ®

Market (“OTCQB”).

OTCQB is a venture market operated by the OTC Markets.

To be eligible for quotation on the OTCQB, companies

must be current in their reporting obligations under Section 13 or 15(d) of the Exchange Act and undergo an annual verification and management

certification process.

Companies must also meet a minimum bid price test and other financial conditions.

OTCQB is recognized by the U.S.

Securities and Exchange Commission as an established public market and provides current public information to investors that need to analyze,

value, and trade securities.

common stock were approved for up listing to the OTC Markets OTCQB® Venture Market (“OTCQB”).

OTCQB is a venture market

operated by the OTC Markets.

To be eligible for quotation on the OTCQB, companies must be current in their reporting obligations under

Section 13 or 15(d) of the Exchange Act and undergo an annual verification and management certification process.

Companies must also meet

a minimum bid price test and other financial conditions.

The OTC Markets is recognized by the SEC as a “Qualified Interdealer Quotation

System” (“IDQS”) under SEC Rule 15c2-11(e)(6);

and the OTCQB is an established public market that provides current public

information to investors that need to analyze, value and trade securities.

On August 25, 2021, the Company filed a registration

statement with the SEC on Form S-8 to register 5,901,884 shares of its common stock underlying granted and unexercised employee incentive

stock options under its 2018 Incentive Stock Option Plan.

KonaTel Nevada was organized under the laws of the

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Sean McEwen, to conduct the business of a full-service

cellular provider that delivered cellular products and services to individual and business customers in various retail and wholesale markets.

cellular provider that delivered cellular products and services to individual and business customers in various retail and wholesale

Through its sales network, it provided these services nationwide.

In furtherance of its proposed business, on November 1, 2014, it acquired

most of the assets of Coast to Coast Cellular, Inc.

(“Coast to Coast”), including inventories, property, plant and equipment

and its customer list, all valued at approximately $950,000 net of liabilities in the approximate amount of $415,000;

and on November

1, 2016, it acquired the assets of CS Agency LLC (“CS Agency”), consisting of contract rights related to the cellular industry,

in consideration of assuming liabilities of CS Agency in the approximate amount of $300,000.

With the completion of the KonaTel Nevada

Merger, we succeeded to the current and intended business operations of KonaTel Nevada.

On December 31, 2018, we acquired Apeiron Systems

( www.apeiron.io ), which now operates as a wholly owned subsidiary of KonaTel.

Apeiron Systems

was established in 2015 as a software-based Communications Platform as a Service (“CPaaS”) telecommunications carrier.

Systems provides a wide variety of wholesale and retail telecommunications products/services including text and messaging services (“SMS/MMS”),

voice termination, toll free numbers, database dip services and least cost routing services, all supported by a redundant national network

integrated with numerous international telecom carriers and most U.S.

rate centers.

Apeiron Systems’ services are provided through

a web-based management portal and a corresponding library of APIs (“Applications Program Interface”).

KonaTel’s CPaaS

service, the “Orion” system, which provides SMS to Email services, KonaTel’s toll-free number service and KonaTel’s

B2B (business to business) wholesale/retail cellular services have merged into Apeiron Systems suite of services and are marketed under

the Apeiron Systems brand.

In furtherance of its proposed business, on November 1, 2014,

it acquired most of the assets of Coast to Coast Cellular, Inc.

(“Coast to Coast”), including inventories, property, plant

and equipment and its customer list, all valued at approximately $950,000 net of liabilities in the approximate amount of $415,000;

on November 1, 2016, it acquired the assets of CS Agency LLC (“CS Agency”), consisting of contract rights related to the

cellular industry, in consideration of assuming liabilities of CS Agency in the approximate amount of $300,000.

With the completion of

the KonaTel Nevada Merger, we succeeded to the current and intended business operations of KonaTel Nevada.

On December 31, 2018, we acquired

Apeiron Systems (www.apeiron.io) (“Apeiron Systems” or “Apeiron”), which is also our wholly owned subsidiary.

Apeiron was organized in 2013 and is an international hosted services Communications Platform as a Service (“CPaaS”) provider

that designed, built, owns and operates its national private core network, supporting a suite of business communications services, all

accessible via proprietary Applications Programming Interfaces (“APIs”).

As an FCC licensed Internet Telephony Service Provider

(“ITSP”), Apeiron also holds an FCC numbering authority license.

Some of Apeiron’s hosted services include Voice over

IP (“VoIP”), cellular and Over-The-Top (“OTT”) telephony, SMS/MMS messaging and broadcast services, numbering

features, including Cloud IVRs, Voicemail, Fax, Call Recording and other services through local, toll-free and international phone numbers.

Supported by its national redundant network, Apeiron also provides public and private IP network services, including Multiprotocol Label

Switching (“MPLS”), Dedicated Internet and LTE Wireless WAN solutions.

Apeiron’s cloud services include Information

Data Dips, Software-Defined Wide Area Networking (“SD-WAN”) and Internet of Things (“IoT”) data and device management.

Apeiron primarily distributes its services nationally through its website, its sales staff, independent sales agents, and Independent

Sales Organizations (“ISOs”).

On February 5, 2018, we entered into a purchase agreement

to acquire IM Telecom, d/b/a “Infiniti Mobile” ( www.infinitimobile.com ).

23, 2018, the FCC approved our acquisition of IM Telecom, and on January 31, 2019, we completed the purchase of IM Telecom.

now operates as a wholly owned subsidiary of KonaTel.

IM Telecom is an Eligible Telecommunications Carrier (“ETC”) and is

one of fifteen (15) carriers that hold an FCC approved Lifeline Compliance Plan.

The FCC has not approved (granted) a new Lifeline Compliance

Plan since 2012.

to acquire IM Telecom (www.infinitimobile.com), doing business as Infiniti Mobile (“IM Telecom” or “Infiniti Mobile”).

On October 23, 2018, the FCC approved our acquisition of IM Telecom, and on January 31, 2019, we completed the purchase of IM Telecom.

IM Telecom operates as a wholly owned subsidiary of KonaTel.

It is an FCC licensed Eligible Telecommunications Carrier (“ETC”)

and is one of twenty-two (22) original FCC licensed wireless cellular resellers to hold an FCC approved Lifeline Compliance Plan since

2012, of which approximately twelve (12) license holders remain active today.

The FCC has not approved (granted) a new wireless reseller

Lifeline Compliance Plan since 2012.

As a licensed ETC, IM Telecom is currently authorized to distribute Lifeline subsidized mobile voice/data

service in nine (9) states.

In addition to Lifeline, IM Telecom is also an FCC licensed Emergency Broadband Benefit (“EBB”)

provider, authorized to distribute EBB subsidized high-speed mobile data service in the forty-eight (48) contiguous states plus Washington

and Puerto Rico.

EBB is expected to be replaced by the Affordable Connectivity Program (“ACP”) in 2022 under new terms

and conditions.

Lifeline is an FCC program that provides subsidized, fixed or mobile telecommunications services to low-income Americans.

We primarily distribute our Lifeline products and services through ISOs (“Independent Sales Organizations”).

Apeiron Systems, headquartered in Los Angeles, California,

also has some customer service and software engineering resources staffed in Johnstown, Pennsylvania, and part of its software engineering

services are staffed in Kiev, Ukraine.

IM Telecom is headquartered in Plano, Texas, and operates a Lifeline retail operation in Tulsa,

We are headquartered in Plano, Texas, shared with IM Telecom’s offices.

Apeiron Systems has twelve (12) full-time employees

and one (1) part time employee;

IM Telecom has three (3) full-time employees and one (1) part-time employee;

and we have four (4) full-time

EBB is an FCC program that provides subsidized

high-speed wireless data services to low-income Americans.

IM Telecom distributes Lifeline and EBB services under its Infiniti Mobile brand name through its website, sales staff, retail location

IM Telecom also offers non-Lifeline and non-EBB services throughout the United States.

Apeiron Systems is headquartered in Los Angeles, California.

It also has some management staff in Plano, Texas, customer service and software engineering resources staffed in Johnstown, Pennsylvania

and software engineering services staffed in Europe and Asia.

IM Telecom is headquartered in Plano, Texas, and operates a retail operation

in Tulsa, Oklahoma.

We are headquartered in Plano, Texas, shared with

IM Telecom’s offices.

Apeiron Systems has thirteen (13) full-time employees;

IM Telecom has four (4) full-time employees and two

(2) part-time employees;

and we have four (4) full-time employees.

Principal Products

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services, across our two wholly owned subsidiaries, Apeiron Systems and IM Telecom, include our CPaaS suite of services (SIP/VoIP, SMS/MMS),

wholesale and retail mobile voice and mobile data services, wholesale voice terminations services, and our ETC and Virtual Eligible Telecommunications

Carrier (“VETC”) Lifeline services.

Except for our ETC Lifeline services distributed in up to eight (8) states and our VETC

Lifeline services distributed in up to twenty (20) states, our Apeiron Systems’ products and services are available nationwide and

subject to U.S., international and local/national regulations, most Apeiron Systems’ services are available worldwide

The following are our principal

revenue streams:

Our first revenue channel is our Apeiron Systems’ CPaaS channel.

This channel provides a variety of services including SIP/VoIP services, SMS/MMS, BOT integration, NLP (“Natural Language Processing”), ML (“Machine Learning”), mobile numbers, toll free numbers, DID landline numbers, SMS to Email, Database Dip, SD-WAN, voice termination and API driven services.

Apeiron Systems developed, owns and supports its services through its dedicated national telecommunications network.

Apeiron Systems provides telecommunications services to applications developers, call centers and small and medium size businesses.

Apeiron Systems markets these services through the Apeiron Systems’ website, ISOs and Social Media Optimization (“SCO”).

Our second revenue channel is Apeiron Systems’ MVNO and reseller channels marketing mobile voice/text/data and mobile data solutions.

Apeiron Systems’ mobile voice/text/data and mobile data services are supported by a blend of MVNO and reseller agreements with select national wireless carriers.

A wireless communications services provider, reseller or MVNO, does not own the wireless network infrastructure over which services are provided to its customers.

Apeiron Systems’ mobile voice/text/data and mobile data solutions are generally sold as traditional post-paid service plans that may include voice/text/data or wireless data only plans.

Sometimes equipment is provided which can include, but is not limited to, phones, tablets, modems, routers and accessories.

Apeiron Systems primarily markets its mobile voice/text/data and mobile data services through ISOs via the “Apeiron Systems” brand.

These ISOs market to small and medium sized businesses throughout the United States.

This type of marketing is also considered B2B (“Business to Business”) sales.

Our third revenue channel is Lifeline VETC channel.

A VETC operates under the license of an ETC.

We currently market our Lifeline VETC sales through ISOs that specialize in Lifeline products.

These master agencies support dozens of field agents who market directly to the individuals requesting Lifeline service.

We provide phones and wireless voice/text/data service to the individual requiring Lifeline service.

In some states, and depending upon government requirements, we may only provide voice/text service with no mobile data.

Effective August 15, 2019, we ceased to actively market under the VETC channel and reached an agreement with both of the ETCs with which we are doing business that we would continue to receive residual commissions on the existing customer base until all customers had disconnected Lifeline service.

Our fourth revenue channel is our IM Telecom Lifeline ETC channel.

IM Telecom operates under its own FCC approved Compliance Plan and FCC wireless ETC designation in eight (8) states which include Georgia, Kentucky, Maryland, Nevada, Oklahoma, South Carolina, Vermont, and Wisconsin.

IM Telecom currently markets, under its Infiniti Mobile brand, through its storefront in Tulsa, Oklahoma, and through ISOs that specialize in Lifeline products.

These master agencies support dozens of field agents who market directly to individuals requesting Lifeline service.

We provide phones and wireless voice/text/data service to the individuals requiring Lifeline service.

In some states, and depending on government requirements, we may only provide voice/text service with no mobile data.

Distribution Methods of the Products or

We primarily distribute our Lifeline services through

ISOs and resellers (“Agents”).

Agents are recruited and contractually retained to market these services via various means

such as tradeshows, our website, word of mouth from other agents and cold calling.

Wholesale mobile services are marketed and distributed

via our direct employees.

Wholesale mobile customers are solicited and obtained also via tradeshows, our website, word of mouth within

the industry and cold calling.

We primarily distribute our B2B cellular services through Agents.

We market some CPaaS services through

Agents and through SCO efforts.

wholesale and retail mobile voice and mobile data IoT services, wholesale voice termination services, and our ETC and EBB subsidized services

for low-income Americans.

Except for our ETC Lifeline services distributed in up to nine (9) states and our EBB services distributed in

the forty-eight (48) contiguous states, Washington D.C.

and Puerto Rico, our Apeiron Systems’ products and services are available

worldwide and subject to U.S., international and local/national regulations.

We generate revenue from

two (2) primary sources, Hosted Services and Mobile Services:

· Our Hosted Services include a suite of hosted CPaaS services within the

Apeiron Systems’ cloud platform, including Cloud IVRs, Voicemail, Fax, Call Recording and other services provided with local, toll-free

and international phone numbers.

Apeiron also delivers public and private IP network services from its national redundant network backbone,

including MPLS, Dedicated Internet and LTE Wireless WAN solutions.

Additionally, Apeiron’s Cloud Services include Information Data

Dips, SD-WAN and IoT data and device management.

These Hosted Services are marketed nationally and internationally through the Apeiron

website, its sales staff, independent sales agents and ISOs.

· Our Mobile Services include retail and wholesale cellular voice/text/data

services and IoT mobile data services through our subsidiaries Apeiron Systems and IM Telecom.

Mobile voice/text/data and IoT mobile data

services are supported by a blend of reseller agreements with select national wireless carriers and national wireless wholesalers.

communications service reseller typically does not own the wireless network infrastructure over which services are provided to its customers.

Mobile voice/text/data and mobile data solutions are generally sold as traditional post-paid service plans that may include voice/text/data

or wireless data only plans.

Sometimes equipment is provided, which can include, but is not limited to, phones, tablets, modems, routers

and accessories.

Also included in our Mobile Services segment is the distribution of government subsidized mobile voice service and mobile

data service by IM Telecom under its Infiniti Mobile brand and FCC license to low-income American households that qualify for the FCC’s

Lifeline mobile voice service program and/or the FCC’s temporary EBB mobile data program, with EBB to eventually be replaced by

FCC’s ACP program in 2022.

Even though government programs like Lifeline have existed since 1985, these programs, along with newer

programs like the temporary EBB program and future ACP program, are subject to change and may have a material impact on our Mobile Services

business if changed, reduced or eliminated.

Distribution Methods of the Products or Services

We primarily distribute our

Hosted Services through our website, sales staff, independent sales agents and ISOs.

We primarily distribute our Mobile Services through

our website, sales staff, retail location, independent sales agents and ISOs.

In early 2021, we increased our Mobile Service online marketing

effort and by the end of 2021, online mobile service distribution increased by approximately 320% compared to 2020 online distribution.

Sources and Availability of Raw Materials

and the Names of Principal Suppliers

Wholesale cellular services

are sourced either directly from the carrier or from wholesalers that sit between us (Apeiron Systems and IM Telecom) and the carrier.

Carriers include Verizon, T-Mobile, Sprint and AT&T.

Wholesalers include Prepaid Wireless Group (“PWG”), Sprint and Telispire.

Resellers and Mobile Virtual Network Operator (“MVNOs”)

like us typically do not own the wireless infrastructure over which services are provided.

Wholesale wireless services

are sourced either directly from the wireless carrier or from wholesalers that sit between us (Apeiron Systems and IM Telecom) and the

wireless carrier.

Carriers can include Verizon, T-Mobile, Sprint, and AT&T.

Wholesalers can include Prepaid Wireless Group (“PWG”)

and Telispire.

Wireless resellers like us traditionally do not own

the wireless infrastructure over which services are provided.

We purchase services from the following sources:

Verizon voice, text and data service.

Telispire, through a contract with us, has set pricing for voice, text and data wireless services per unit.

Pricing per unit is in the form of a monthly recurring charge (“MRC”) that may or may not include minutes of use, text units or data units.

Additional add on pricing per unit is available for additional data units;

Telispire, through a contract

with us, has set per unit pricing for voice, text, and data wireless services.

Pricing per unit is in the form of a monthly recurring

charge (“MRC”) that may or may not include minutes of use, text units or data units.

Additional data units are available for

AT&T voice, text or data service and AT&T IoT service

AT&T APEX, under a contract with us, has set pricing for voice, text and data and IoT wireless services per unit.

Pricing per unit is in the form of an MRC that may or may not include minutes of use, text units or data units.

Additional add on pricing per unit is available for additional data units;

under a contract with us, has set “unit based” pricing for voice, text, and data and IoT wireless services.

Pricing per unit

is in the form of an MRC that may or may not include minutes of use, text units or data units.

Additional data units are available for

· Verizon Wireless VPP, a Verizon IoT product:

Verizon VPP, also through a contract with us, has set pricing for IoT wireless services per unit.

Pricing per unit is in the form of an MRC that includes data units with defined over plan use pricing;

T-Mobile voice, text or data service.

T-Mobile, through a contract with us, has set pricing for bundled voice, text and data wireless services.

Pricing bundles are in the form of a monthly recurring charge (“MRC”) that include minutes of use, text units or data units.

Bundled plans include unlimited talk, text and a set amount of data.

Larger data plans are available for purchase for consumers requiring larger data packages;

Verizon VPP, also through a

contract with us, has set per unit pricing for IoT wireless services.

Pricing per unit is in the form of an MRC that includes data units

with defined over plan use pricing;

Sprint voice, text or data service.

Sprint, through a contract with us, has set pricing for bundled voice, text and data wireless services.

Pricing bundles are in the form of an MRC that include minutes of use, text units or data units.

Sprint, through a contract with

us, has set pricing for bundled voice, text and data wireless services.

Pricing bundles are in the form of an MRC that include minutes

of use, text units or data units.

Bundled plans include unlimited talk, text and a set amount of data.

Larger data plans are available for purchase for consumers requiring larger data packages;

Larger data plans are available

for purchase for consumers requiring larger data packages;

· Prepaid Wireless Group (“PWG”):

T-Mobile voice, text or data Lifeline service.

T-Mobile voice, text or data

Lifeline service.

PWG, through a contract with us, has set pricing for bundled voice, text and data wireless services.

Pricing bundles are in the form of an MRC that include minutes of use, text units or data units.

Larger data plans are available for purchase for consumer requiring larger voice and data packages.

Pricing bundles

are in the form of an MRC that include minutes of use, text units or data units.

Larger data plans are available for purchase for consumer

requiring larger voice and data packages.

Patents, Trademarks, Licenses, Franchises,

Concessions, Royalty Agreements or Labor Contracts

Our wholly owned subsidiary,

IM Telecom, is one of twelve (12) active Lifeline carriers in the U.S.

that holds an FCC approved Lifeline Compliance Plan.

This Compliance

Plan allows IM Telecom, subject to state approval, to expand into additional states to provide Lifeline services.

We have been approved by

the United States Patent and Trademark Office for the trademark “Lifeline+”

and are now using this Trademark in our marketing

Our wholly owned subsidiary, IM Telecom, is an FCC

licensed ETC and is one of the original twenty-two (22) FCC licensed wireless cellular resellers to hold an FCC approved wireless Lifeline

Compliance Plan in the United States since 2012, of which approximately twelve (12) license holders remain active today.

As a licensed

ETC, IM Telecom is currently authorized to distribute Lifeline subsidized mobile voice/data service in nine (9) states.

IM Telecom is

also an FCC licensed EBB carrier, authorized to distribute EBB subsidized mobile data services in the forty-eight (48) contiguous states

and Washington D.C.

and Puerto Rico.

Infiniti Mobile also offers non-Lifeline and non-EBB services.

We hold a United States Patent

and Trademark Office registered trademark “Lifeline+®” and use this Trademark in our marketing materials.

The telecommunications industry is highly competitive.

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as well as greater resources, scale, and competitive advantages, among other substantial factors, as compared to us.

In addition, our cellular

competitors also include numerous smaller regional carriers, existing MVNOs and ETCs, such as Metro PCS (“Metro”), Cricket

Wireless, LLC.

(“Cricket”), TracFone Wireless, Inc.

(“TracFone”) and Assurance Wireless, many of which offer or

plan to offer Lifeline services, and no-contract postpaid and prepaid service plans.

Our CPaaS competitors include, but are not limited

to, Twilio, Plivo, Bandwidth, Thinq, VoIP Innovations, Telnyx, Coredial, Vonage/Nexmo, CLX Comm, Genband Kandy, Tropo, Telestax, 2600Hz,

and Signal Wire.

Competitive factors within the telecommunications industry include pricing, market saturation, service and product offerings,

customer experience, network investment and quality, development and deployment of technologies, and regulatory changes.

Some competitors

have shown a willingness to use aggressive pricing as a source of differentiation.

In addition, our

cellular competitors also include numerous smaller regional carriers, existing MVNOs and ETCs, such as Metro PCS, Cricket Wireless, TracFone

Wireless, QLink Wireless, TruConnect, and Assurance Wireless, many of which offer or may offer cellular, mobile data, Lifeline and EBB

services along with no-contract postpaid and prepaid service plans.

Our CPaaS competitors include, but are not limited to, Twilio, Plivo,

Bandwidth, Thinq, VoIP Innovations, Telnyx, Coredial, Vonage/Nexmo, CLX Comm, Genband Kandy, Tropo, Telestax, 2600Hz, and Signal Wire.

Competitive factors within the telecommunications industry include pricing, market saturation, service and product offerings, customer

experience, network investment and quality, development and deployment of technologies, and regulatory changes.

Some competitors have

shown a willingness to use aggressive pricing as a source of differentiation.

Other competitors have sought to add ancillary services,

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On October 23, 2018, the FCC approved our acquisition

of IM Telecom.

Lifeline was created under President Ronald Reagan as part of the 1984 Telecommunications Act.

Prior to President Obama

taking office, the Lifeline program began to allow cell phones, and there was some initial duplication of service in the early days of

Lifeline cell phone deployment.

Approximately nineteen (19) current ETCs hold an FCC approved Lifeline Compliance Plan.

has not approved any new Lifeline Compliance Plans since 2012, so Lifeline is a tightly controlled market.

We anticipate that approximately

one-third of our future gross revenues may come from Lifeline services.

of IM Telecom, an FCC licensed wireless Lifeline carrier.

In 1985, during the Reagan administration, the FCC established the Lifeline

Assistance program through generic powers afforded the FCC under Communications Act of 1934.

Cellular service was added to the Lifeline

program in 2009.

Approximately nineteen (19) ETCs hold an FCC approved wireless reseller Lifeline Compliance Plan, but only about twelve

(12) are active today.

The FCC has not approved any new wireless reseller Lifeline Compliance Plans since 2012.

Approximately one-half

of our future gross revenues may come from government subsidized mobile voice and mobile data service.

Existing and Probable Government Regulation to Our Current and Intended

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Many of these and other issues

are being considered in ongoing proceedings, and we cannot predict whether or how such actions will affect our business, financial condition

or results of operations.

Our ability to provide services and generate revenues could be harmed by adverse regulatory action or changes

to existing laws and regulations.

In addition, regulation of companies that offer competing services can impact our business indirectly.

are being considered in ongoing

proceedings, and we cannot predict whether or how

such actions will affect our business, financial condition, or results of operations.

Our ability to provide services and generate revenues

could be harmed by adverse regulatory action or changes to existing laws and regulations.

In addition, regulation of companies that offer

competing services can impact our business indirectly.

Smaller Reporting Company

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13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting

company.” That designation will relieve us of some of the informational requirements of Regulation S-K.

company.” That designation will relieve us of some of the informational requirements of Regulation S-K and Article 8

of Regulation S-X of the SEC.

Emerging Growth Company

In 2020, our “emerging growth company”

designation as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act,” expired as of the fifth anniversary

of our initial registered public offering.

During our “emerging growth company” designation we did not utilize any financial

statement waivers as a result of that designation.

designation as defined in the “Jumpstart Our Business Startups Act of 2012,” or the “JOBS Act,” expired as

of the fifth anniversary of our initial registered public offering.

During our “emerging growth company” designation we did

not utilize any financial statement waivers as a result of that designation.

Sarbanes/Oxley Act

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Number of Total Employees and Number of Full-Time

Across our companies, we have a total of twenty-one

Across our companies, we have a total of twenty-three

(23) employees;

nineteen (19) full-time employees and two (2) part-time employees.

twenty-one (21) full-time employees and two (2) part-time employees.

We have three (3) wholly owned operating subsidiaries:

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Inc., a Nevada corporation.

Our subsidiary KonaTel, Inc., a Nevada corporation, has remained inactive since the start of 2021.

Additional Information

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You may also find all the reports

or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov.

or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov in the Edgar

Archives of the SEC.

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 1. Business