What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-04-14 compared with 2021-04-06 · 422 added, 355 removed, 442 unchanged (64% of the section changed)

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

None, not applicable.

( This space intentionally left blank )

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December 2017

President and COO

Chief Financial Officer

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November 2018

April 2020 (1)

EVP, Finance and Secretary

December 2017

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Jeffrey Pearl

Joshua Ploude

CEO of Apeiron Systems

December 2018

President of IM Telecom

February 2022

Nicholas Metherd

Vice President of IM Telecom

October 2019 (2)

LaPier resigned effective February 4, 2022, and has agreed to continue as a consultant to the Company

through December 31, 2022.

Metherd resigned effective February 28, 2022, and has agreed to continue as a consultant to the

Company through December 31, 2022.

Background and Business Experience

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participating in early-stage funding transactions.

In early 1983, after departing college prior to graduation, he co-founded Online Data

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.

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) telecom 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.

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

In 1998, while

McEwen was CEO, TriTech was named to the Inc.

(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.

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.

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.

In 2017, TriTech celebrated thirty four (34) years of

continuous operation and today, with over 700 employees and over 1000 mission critical software installations across five countries,

is the largest public safety software company in the world.

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 57 years of age.

Prior to joining

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.

Impact 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.

Griffin served as Chief Executive Officer of Impact Telecom, where

he completed eleven (11) accretive M&A transactions and led the successful restructuring of multiple technology portfolio companies,

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

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.

ultimately guided the 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 5,000 subscribers nationwide.

In this role, he also led the successful merger with Impact Telecom.

Prior to his time with Ipath,

Griffin served in a number of business development, operations and sales roles where he was involved in product development, sales

strategy and distribution and installations, all within the telecommunications industry.

Griffin graduated Summa Cum Laude in business

communications from Metropolitan State University of Colorado.

A lover of the outdoors, Mr.

Griffin is a commercial pilot, alpinist, and

lives in Colorado with his wife of over 32 years.

Riffle is 62 years of age and the founder of CFO

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

and as a 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).

Beaty is 51 years old and currently the President

of AGS Construction Inc., a premier reconstruction company in 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

Murcer is 52 years of age.

Prior to joining

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.

owner of treasury operations, Mr.

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, Inc.

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

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.

from Boston University’s Brussels Graduate Center.

Beaty is 52 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.

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He earned a B.A.

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

in Psychology from the University

of Kansas and his M.B.A.

in Business Administration from Webster University.

LaPier is 62 years of age and has over twenty-one

(21) years of telecommunications experience working for Fortune 500 companies and small/medium startup companies with annual revenues

ranging from $1 million to $23 billion.

During this time, Mr.

LaPier has held various telecommunications related positions in the areas

of finance, accounting, taxation, billing and regulatory (government) compliance.

Immediately prior to joining KonaTel in 2018, he served

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

and has served as our Vice

President of Finance since joining us in November 2018.

Prior to British Telecom, Mr.

LaPier served for over

four years as CFO, then President, of US Connect, LLC, a regional wireless Lifeline carrier, from May 2012, to July 2016.

LaPier oversaw all company operations and the activation/management of over fifty (50) thousand lines of Lifeline service.

Previously, Mr.

LaPier served as Financial Controller of dPi Teleconnect, a regional prepaid wireline provider.

While at dPi, he led the

creation of the financial and reporting platform for dPi Mobile, which later became the Lifeline carrier TAG Mobile.

LaPier has held other telecommunications related

management positions across several regional and national telecommunications carriers, including Director of Taxes & Regulatory Reporting

at Sage Telecom, a regional CLEC (Competitive Local Exchange Carrier).

While at Sage, his responsibilities included overseeing all tax

compliance, end user billing for 200,000 customers and regulatory compliance across twelve (12) states.

At VarTec Telecom and Excel Telecommunications,

both national providers of long-distance service across forty-eight (48) states, Mr.

LaPier served as Director of Taxes & Regulatory

He has also served as a telecommunications and technology tax consultant for Price Waterhouse Coopers.

LaPier holds a Bachelor of Business Administration in Accounting from

The University of Texas at Austin.

Jeffrey Pearl

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

Jeffrey currently is involved in running three companies:

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

which was founded May 2016.

Pearl currently is involved in running three companies:

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

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internet, hosting, managed services and other cloud offerings

He also consults under PearlCom, a consulting practice

Focusing on telecom companies and Service Providers which was founded in January 2016.

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.

Jeffrey also co-founded Secure View, where he is

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.

Pearl also co-founded Secure View, where he is

Chief Revenue Officer and Partner, which was founded in December 2016.

Secure View is focused

on delivering “best in class” unified IP-based security solutions.

Its systems are designed to be more accessible

and simpler to use allowing customers to feel that their security needs are 100% covered providing peace of mind allowing them to

focus elsewhere on their business.

Secure View offers the experience, knowledge and technical understanding coupled with

relationships with the players/partners needed to move security systems to the cloud.

Secure View is focused on

delivering “best in class” unified IP-based security solutions.

Its systems are designed to be more accessible and simpler

to use allowing customers to feel that their security needs are 100% covered providing peace of mind allowing them to focus elsewhere

on their business.

Secure View offers the experience, knowledge and technical understanding coupled with relationships with the players/partners

needed to move security systems to the cloud.

Prior to starting

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operated and sold two VoIP companies.

Significant Employees

We have currently have two (2) significant employees who are not executive

officers of the Company, and who are expected to make a substantial contribution to the Company’s business, Nicholas Metherd as

Vice President of IM Telecom, and Joshua Ploude as CEO of Apeiron Systems.

Vyacheslav “Slava” Yanson, a third significant

employee since the acquisition by the Company of Apeiron Systems in 2018, resigned as the CTO of Apeiron Systems on February 19, 2021;

however, his resume is also contained below.

Nicholas Metherd

Nicholas Metherd, 37, Vice President for IM Telecom,

has over sixteen (16) years of telecommunications operational management experience.

Metherd worked at T-Mobile as a Call Center

Manager where he was responsible for managing over ninety (90) agents, responding to 2.3M customer inquiries per year.

held operational management roles at TAG Mobile, a Lifeline Eligible Telecommunications Carrier and at RealPage (NASDAQ:

RP), an American

multinational corporation that provides property management software solutions for the multifamily, commercial, single-family and vacation

housing industries.

While serving as VP of Operations for TAG Mobile, Mr.

Metherd oversaw the operation of over 160 customer service

staff in three countries, FCC compliance requirements, vendor relations, IT Development, Logistics, Sales support, and over 400,000 cellular

lines of service.

His experience includes Project Management Office leadership, customer service management, information technology, business

optimization, data analysis, and leadership development.

For IM Telecom, Mr.

Metherd is responsible for executing operational support

of new IM Telecom products such as Lifeline+, expansion into new states, revenue assurance and financial modeling.

Joshua Ploude

Ploude is 45 years old.

Effective December

31, 2018, Apeiron Systems and Mr.

Ploude executed and delivered a 36-month

Employment Agreement under which Mr.

Ploude will be

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

a monthly salary of $16,667.

The Employment Agreement has customary provisions regarding trade secrets;

a one (1) year covenant

not to compete;

confidentiality;

Apeiron Systems continued ownership of intellectual property;

a duty to cooperate;

free, fully-paid licensing

to Apeiron Systems of inventions created by Mr.

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

employment with Apeiron Systems;

and an assignment of Mr.

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

Systems, among other terms and conditions.

Ploude 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

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 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

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President of Apeiron Systems.

Vyacheslav “Slava” Yanson

Yanson is 35 years old.

Effective December

31, 2018, Apeiron Systems and Mr.

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

Yanson will be the Chief

Technology Officer of Apeiron Systems, with the attendant duties and responsibilities outlined in his Employment Agreement, at a monthly

salary of $12,500.

The Employment Agreement has customary provisions regarding trade secrets;

a one (1) year covenant not to compete;

confidentiality;

Apeiron Systems continued ownership of intellectual property;

a duty to cooperate;

free, fully-paid licensing to Apeiron

Systems of inventions created by Mr.

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

with Apeiron Systems;

and an assignment of Mr.

Yanson’s interest in all relevant intellectual property utilized by Apeiron Systems,

among other terms and conditions.

Yanson is the CTO of Apeiron Systems.

CTO of Apeiron Systems, he has overseen the development of all of Apeiron Systems software development operations, with a focus on code

stewardship for sustainable operations at scale.

Apeiron Systems’ business is built on an industry leading “ BSS/OSS ,”

Yanson has been responsible for this software platform and its integration to the network, product and external partners.

He has had the following business experience since 2006:

2006-2008 - Senior Framework Architect at Wiredrive - Cloud-media sharing platform

for advertising, entertainment and consumer marketing companies;

2008-2010 - CTO of OneCubicle - Social collaboration and job search platform

for college graduates;

2010-2012 - CTO and President of Killer Beaver - Software and Business Process Consultancy delivering scalable

and automated solutions for clients of the company;

2012-2013 - Infrastructure Architect for Grail - news feed and video content aggregation

and distribution platform;

and 2013-Present - Co-Founder and CTO of Apeiron Systems.

Welch is 51 years of age, President of IM Telecom.

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 management.

Prior to joining

Welch served as Executive Vice President of Impact Telecom, a

Lingo Company.

In this 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.

been in the telecommunication industry for more than 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

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

(i) 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;

(ii) Engaging

in any type of business practice;

(iii) 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;

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

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reports were believed to be timely filed.

Delinquent Reports

Section 16(a) beneficial ownership reports filed

Beaty and Pearl during the year ended December 31, 2021, both of whom are independent directors and each of whom receive quarterly

incentive stock options grants for their service, were not timely filed for each of the quarterly incentive stock option grants they received.

The late filings of these reports were not due to any act or lack of action by these persons, and was primarily due to the lack of coordination

between the preparation of the incentive stock option grant documents, obtaining the requisite signatures, completing the beneficial reporting

forms and getting all of them signed and timely filed.

We have implemented a pre-timed system to ensure that all applicable documents

necessary for the grants of incentive stock options and documentation of these grants, along with the timely filing of all of these required

reports, are prepared, executed and filed.

Code of Ethics

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We anticipate that our Code of Ethics will be

updated in the near future by our current Board of Directors.

updated by our Board of Directors as the Board deems necessary.

Corporate Governance

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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, which is Exhibit 99.1 hereto.

See Item IV, Part 15.

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

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.

This summary is modified in its entirely

by reference to Exhibit 99.1 .

EXECUTIVE COMPENSATION

All Compensation

Our Chief Executive

Officer will be compensated according to the terms of his Employment Agreement that was filed as an Exhibit to our 8-KA-1 Current Report

dated November 15, 2017, filed with the SEC on December 20, 2017 ,

which may be accessed by Hyperlink in Part IV, Item 15 hereof, and which is discussed below under

the heading “Employment Agreement of D.

Sean McEwen” of this Item.

As indicated below, on December 19, 2019, Mr.

annual salary under his Employment Agreement was increased to $200,000, effective January 1, 2020, with all other terms and provision

of his Employment Agreement remaining unchanged.

There are no other employment contracts, compensatory plans or arrangements, including

payments to be received from us with respect to any executive officer, that would result in payments to such person because of his or

her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change

in the person’s responsibilities following a change in control of the Company.

However, see the heading “Outstanding Equity

Awards” of the caption “Executive Compensation” in Part III, Item 11 hereof.

The following Employment Agreements of our officers

and directors (with the exception of Mr.

Metherd, for which there is no written Employment Agreement), which are discussed below under

the caption “Executive Compensation” in Part III, Item 11 hereof, can be accessed by Hyperlink in Part IV, Item 15 hereof:

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.

McEwen’s Employment Agreement

that is Exhibit 10.1 filed herewith.

Griffin, President-8-K Current Report dated

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

Murcer-8-K Current Report dated February 4,

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

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.

Summary Compensation Table

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Nick Metherd, Vice President, IM Telecom

Matthew Atkinson, Former Secretary (3)

Mark Savage, Former Director (4)

Terry Addington, Former Director (2)

Schneider, Jr., Former

Significant Employee

William Riner, Former Significant

(1) See the heading “Outstanding Equity Awards”

Addington was appointed as a director on February 12, 2018, and

resigned on January 1, 2020.

Atkinson was appointed Secretary on July 19, 2017, and resigned

on April 15, 2020.

Savage was appointed as a director on July 19, 2017, and resigned

on May 6, 2020.

*See the heading “Outstanding Equity Awards”

Employment Agreement of D.

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into an Employment Agreement with Mr.

McEwen for a term of two (2) years, under which he will serve as the Chairman, President and CEO

of our Company, with customary duties applicable to these positions, which are described in his Employment Agreement that can be viewed

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, which are described in his McEwen Employment Agreement that can be viewed

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

After the initial term, the Employment Agreement will

continue on a year-to-year basis as specified under Section 3.0 thereof.

After the initial term, the McEwen Employment Agreement

provided that it will continue on a year-to-year basis as specified under Section 3.0 thereof.

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

McEwen received the

following compensation under his Employment Agreement:

McEwen received the following compensation under his Employment Agreement:

$1,000 per month base salary;

and inclusion in our healthcare plan for employees,

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

Effective January 1, 2020, the Employment Agreement was

amended to adjust the per month base salary to $16,667 per month.

He will also receive a monthly bonus, computed as follows:

If the combined

EBITDA (“Combined EBITDA”) exceeds $85,000 in any calendar month, where Combined EBITDA is defined to mean the combined earnings

(net profits) of the Company and all of its subsidiaries or other companies owned, and from all other sources before subtracting all interest

expense, all income tax, all depreciation expense, and all amortization expense, on an accrual accounting basis according to GAAP as calculated

by the regular account for the Company, the Company shall pay the employee, within twenty (20) days after the end of the calendar month,

a bonus equal to 10% of the monthly Combined EBITDA.

and inclusion in our healthcare

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

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

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.

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 has 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 to Mr.

McEwen’s Employment Agreement is filed herewith as Exhibit

10.1 , in Part IV, Item 15 hereof.

Griffin Employment Agreement

Employment Agreement covers customary duties performed by persons serving in the capacities of President and COO, and Mr.

Griffin, with

the guidance of Mr.

McEwen, our Chairman and CEO, will assist in the management and leadership of the Company and is accountable to our

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

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

(ii) customary trade

secret, non-competition and dispute resolution provisions, among other provisions;

and (iii) he shall be paid a twelve (12) months’

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 Griffin Employment Agreement.

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 will serve as our Executive Vice President

of Finance and Secretary of the Company, with customary duties applicable to these positions, and which are described in Exhibit A

Under the Murcer Employment Agreement, Mr.

Murcer will receive the following compensation:

$18,750 per month base salary;

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.

Murcer entitled to four (4) weeks of paid vacation during each

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

and he 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

The Murcer Employment Agreement also contained customary

termination, trade secret and dispute resolution clauses, among others.

Joshua Ploude Employment Agreement

Effective December 31, 2018, Apeiron and Mr.

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

Ploude will be 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

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;

confidentiality;

Apeiron’s continued ownership

of intellectual property;

a duty to cooperate;

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.

Ploude’s interest

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

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 Mr.

Welch will serve

as the President of IM Telecom, with customary duties applicable to this position, and which are described in Exhibit A thereof.

Under the Welch Employment Agreement, Mr.

Welch will 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.

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 four (4) weeks of paid vacation during each year of his

employment in accordance to the Company’s vacation accrual policy as defined by our Company handbook;

and he 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.

The Welch Employment Agreement also contained customary

termination, trade secret and dispute resolution clauses, among others.

Securities Authorized for Issuance under Equity Compensation Plans

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Option Awards

unexercisable

Matthew Atkinson

Schneider Jr.

Terry Addington

incentive plan

Jeffrey Pearl

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Jeffrey Pearl

*Rounded to the nearest whole cent.

(1) These options vested on the following dates and are exercisable in the

following tranches, as vested, and expire December 18, 2022:

31,250 shares exercisable March 18, 2018;

June 18, 2018;

September 18, 2018;

December 18, 2018;

March 18, 2019;

June 18, 2019;

September 18, 2019;

and December 18, 2019.

Savage resigned as a director on May

(2) These options vested on the following dates and are exercisable in the

following tranches, as vested, and expire December 18, 2022:

31,250 shares exercisable March 18, 2018;

June 18, 2018;

September 18, 2018;

December 18, 2018;

March 18, 2019;

June 18, 2019;

September 18, 2019;

and December 18, 2019.

Atkinson resigned as the Secretary on

April 15, 2020.

(3) These options vested on the following dates and are exercisable in the

following tranches, as vested, and expire December 18, 2022:

Jeffrey Pearl

Cynthia Collins

Edward Archuleta

James Connolly

(1) These options vested on the following dates and are exercisable in the following

tranches, as vested, and expire December 18, 2022:

187,500 shares exercisable March 18, 2018;

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September 18, 2018;

December 18, 2018;

March 18, 2019;

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and December 18, 2019.

(4) These options all vested on the December 31, 2018, and expire December

(2) These options all vested on December 18, 2017 and expire December 18, 2022.

part of their designation as directors, Messrs.

Addington, Beaty and Dennis Miller (commencing with the quarter beginning on

February 12, 2018) and Pearl (commencing with the quarter beginning on January 28, 2019) were granted quarterly stock option grants

to purchase 25,000 shares of our common stock, 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.

These options expire

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

directors were also paid $2,000 per month for their service on the Board of Directors.

See the “Summary Compensation

Miller and Addington resigned as directors of the Company on October 1, 2018, and January 1, 2020,

respectively, and Mr.

Miller forfeited 50,000 options that were not exercised within the one (1) year of his resignation;

Addington forfeited 175,000 options that were not exercised within the one (1) year period of his resignation on January 1,

options were granted on October 24, 2019, and vest 100,000 shares on December 31, 2019;

100,000 shares on December 31, 2020;

(3) As part of their designation as directors, Messrs.

Addington, Beaty and

Pearl (commencing with the quarter beginning on January 28, 2019) were granted quarterly stock option grants to purchase 25,000 shares

of our common stock, 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.

These options expire at the earlier of five (5) years from

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

These directors were also paid $2,000 per month for their

service on the Board of Directors until June of 2021 when the amount was increased to $3,000 per month.

See the “Summary Compensation

Table” above.

Addington resigned as a director of the Company on January 1, 2020, and he forfeited 175,000 options that were

not exercised within the one (1) year period of his resignation on January 1, 2021.

(4) These options were granted on October 24, 2019, and vest 100,000 shares

on December 31, 2019;

100,000 shares on December 31, 2020;

and they expire on the earlier of five (5) years or three (3) months from the termination of employment.

and 100,000 shares on December 31, 2021;

and they expire on the earlier of

five (5) years or three (3) months from the termination of employment.

(5) These options were granted on April 1, 2021, and vest 50,000 shares on April

50,000 shares on April 1, 2023;

and 50,000 shares on April 1, 2024;

and they expire on the earlier of five (5) years or three

(3) months from the termination of employment.

(6) These options were granted on May 17, 2021, and vest 25,000 shares on May

25,000 shares on May 17, 2023;

and 25,000 shares on May 17, 2024;

and they expire on the earlier of five (5) years or three

(3) months from the termination of employment.

(7) These options were granted on May 17, 2021, and vest 10,000 shares on May

10,000 shares on May 17, 2023;

and 10,000 shares on May 17, 2024;

and they expire on the earlier of five (5) years or three

(3) months from the termination of employment.

(8) These options were granted on July 6, 2021, and vest 275,000 shares on January

275,000 shares on January 7, 2024;

275,000 shares on January 7, 2025;

and 275,000 shares on January 7, 2026;

and they expire

on the earlier of five (5) years or three (3) months from the termination of employment.

(9) 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

five (5) years or three (3) months from the termination of employment.

(10) These options were granted on January 24, 2022, and vest 87,500 shares on

January 24, 2023, 87,500 shares on January 24, 2024, 87,500 shares on January 24, 2025 and 87,500 shares January 24, 2026;

and they expire

on the earlier of five (5) years.

(11) These options were granted on February 14, 2022, and vest 87,500 shares

February 14, 2023, 87,500 shares on February 14, 2024, 87,500 shares on February 14, 2025 and 87,500 shares on February 14, 2026;

they expire on the earlier of five (5) years.

Compensation of Directors

McEwen receives no compensation to serve as a

Director and Chairman of the Board.

Currently, and except for compensation of Mr.

under his Employment Agreement and the $2,000 monthly compensation set out above for certain directors, our directors do not receive any

compensation other than the Incentive Stock Options outlined above in this Item under the heading “Outstanding Equity Awards.”

McEwen under his Employment Agreement and the $3,000

monthly compensation set out above for certain directors, our directors do not receive any other compensation other than the incentive

stock options outlined above in this Item under the heading “Outstanding Equity Awards.”

Transactions with Related Persons

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We have no parents.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

10 unchanged sentences

Security Ownership of Beneficial Owners

Name and Address* of

Beneficial Owner

Title of Class

Name and Address*

of Beneficial Owner

Amount and Nature of Beneficial

Ownership (1), (2) & (3)

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

Matthew Atkinson

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

Joshua Ploude

Shawnee Communications, Inc.

Security Ownership of Officers and Directors

Name and Address* of Officer or Director

Title of Class

Name and Address*

of Officer or Director

Amount and Nature of Beneficial

Ownership (1), (2) & (3)

Percent of Class (1), (2) &

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

Jeffrey Pearl

Joshua Ploude

Nicholas Metherd

All Officers and Directors as a Group

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

*The Company’s principal executive office address

on the cover page.

(1) The number and percentage of shares beneficially

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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 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.

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 41,615,406 issued and outstanding shares

of common stock, together with 2,725,000 vested options, for a total of 43,417,286 issued (or issuable with respect to such options) and

outstanding shares of common stock, as of the date of this Annual Report.

SEC Rule 13d-3 generally provides that beneficial owners of

securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities,

and any person who has the right to acquire beneficial ownership of such security within sixty (60) days.

Any securities not outstanding

which are subject to such options, warrants or conversion privileges exercisable within sixty (60) days are treated as outstanding for

the purpose of computing the percentage of outstanding securities owned by that person.

Such securities are not treated as outstanding

for the purpose of computing the percentage of the class owned by any other person.

Joshua Ploude acquired 6,300,000 shares

of our common stock under the Apeiron Systems Merger Agreement outlined in our 8-K Current Report dated December 31, 2018, and filed with

the SEC on December 31, 2018.

of common stock, together with 2,875,000 vested options, comprised of 1,500,000 for Sean McEwen, 425,000 for Robert Beaty, 350,000 Jeffrey

Pearl, 300,000 for Nick Metherd and 300,000 for Paul LaPier, for a total of 44,490,406 issued (or issuable with respect to such options

within sixty [60] days) and outstanding shares of common stock, as of the date 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.

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) Joshua Ploude acquired 6,300,000 shares of our

common stock under the Apeiron Systems Merger Agreement outlined in our 8-K Current Report dated December 31, 2018 and filed with the

SEC on December 31, 2018.

See the heading “Apeiron Systems Merger Current Reports” in Part IV, Item 15 hereof.

4 unchanged sentences

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

and 250,000 options granted to Messrs.

Atkinson and Savage.

Changes in Control

1 unchanged sentence

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

However, provisions in our Amended and Restated Bylaws

could delay, defer or prevent a change in control for a period of two (2) years.

See the heading “Shareholder Voting Agreement”

of this Item above.

CERTAIN RELATIONSHIPS AND

2 unchanged sentences

Transactions with Shareholders

During 2019, Apeiron System’s CEO Josh Ploude

During 2019, Apeiron System’s CEO, Joshua Ploude,

advanced $200,000 to the Company.

This amount was fully repaid as of October, 2020.

During 2017, the Company’s shareholders, D.

Sean McEwen, Matthew Atkinson, and Mark Savage advanced $191,500, $15,063, and $7,564, respectively.

The amounts advanced were used for

working capital purposes and did not bear any interest and had no maturity date.

During 2017, three of the Company’s shareholders,

Sean McEwen, Matthew Atkinson, and Mark Savage advanced $191,500, $15,063 and $7,564, respectively, to the Company.

The amounts advanced

were used for working capital purposes and did not bear any interest and had no maturity date.

All advances were fully repaid as of December

On July 25, 2015, we issued 50,000 shares of our common

stock to Daniel Ryweck for his service on our Board of Directors and for a general release.

Transactions with CFO Strategies LLC

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

Riffle, the CFO of the Company, is the Managing

Partner of CFO Strategies, LLC.

Payments of $37,160 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.

Parents of the Smaller Reporting Company

We have no parents.

See the heading “Transactions with Related Persons”

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

Director Independence

12 unchanged sentences

Robert Beaty and Jeffrey Pearl, two (2) of our current directors, are independent

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PRINCIPAL ACCOUNTING FEES AND SERVICES

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

14 unchanged sentences

Fees,” and “Tax Fees” above.

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.

FINANCIAL STATEMENT SCHEDULES

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EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

1 unchanged sentence

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

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The following exhibits are filed as part of this Annual

5 unchanged sentences

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

Schneider Settlement Agreement and Release

Filed herewith

Glosser Settlement Agreement and Mutual Release

Filed herewith

Ploude and Yanson Working Capital Settlement Agreement

Third Amended Employment Agreement with D.

Filed herewith.

8 unchanged sentences

Filed herewith.

Insider Trading Policy

Filed herewith.

XBRL Instance Document

13 unchanged sentences

Shareholder Voting Agreement

8-K/A-2 Current Report dated December 31, 2018, and filed with the SEC on June 21, 2021

Telecon Wireless Sale Current Report

17 unchanged sentences

Morrow Settlement Agreement and Release

Name Change Information Statement

Definitive 14C Information Statement filed with the SEC on January 8, 2018 .

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

First Amended Employment Agreement with D.

2nd Amended Employment Agreement with D.

Griffin Employment Agreement

8-K/A-1 Current Report dated February 4, 2022, and filed with the SEC on April 8, 2022 .

Welch Employment Agreement

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

Amended Certificate of Incorporation

KonaTel Merger Current Reports

8-KA-2 Current Report dated November 15, 2017, and filed with the SEC on April 17, 2018 .

8-KA-1 Current Report dated November 15, 2017, filed with the SEC on December 20, 2017 .

Agreement and Plan of Merger

Articles of Merger

Amended and Restated Articles of Incorporation

Amended and Restated Bylaws

Shareholder Voting Agreement

Schneider, Jr.

Stock Option Cancellation Agreement

Sean McEwen Employment Agreement

Schneider, Jr.

Employment Agreement

William Riner Employment Agreement

Form of Incentive Stock Option Agreement

Form of Lock-Up/Leak-Out Agreement

Code of Ethics

Shareholder Post Card

8-K Current Report dated November 15, 2017, and filed with the SEC on November 17, 2017 .

M2 Change of Control Current Report

8-K Current Report dated July 19, 2017, filed with the SEC on July 20, 2017 .

Common Stock Purchase Agreement

Form of Common Stock Cancellation Agreement

Form of Preferred Stock and Warrants Cancellation Agreement (A)

Form of Preferred Stock and Warrants Cancellation Agreement (B)

Form of Debt Cancellation Agreement/ Pay-Off Letter

Murcer Employment Agreement

FORM 10-K SUMMARY

4 unchanged sentences

April 14, 2022

Chairman, President and CEO

Chairman and CEO

April 14, 2022

3 unchanged sentences

April 14, 2022

Chairman, President, CEO and a Director

Chairman, CEO and a Director

April 14, 2022

2 unchanged sentences

/s/ Robert Beaty

April 14, 2022

/s/ Jeffrey Pearl

Jeffrey Pearl

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