What changed in this filing

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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-04-14 · 161 added, 243 removed, 621 unchanged (39% of the section changed)

81 unchanged sentences

Positions Held

Chairman, President and CEO

December 2017

Chairman and CEO

President and COO

Chief Financial Officer

December 2017

Vice President of Finance

November 2018

April 2020 (1)

EVP, Finance and Secretary

December 2017

February 2018

Jeffrey Pearl

1 unchanged sentence

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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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 63 years of age and the founder of CFO

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

Beaty brings twenty-four (24) years of experience

Beaty brings twenty-five (25) years of experience

in telecommunications and managing wholesale and commercial customer bases.

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Pearl is 59 years of age and brings more than

thirty-one (31) years of Telecommunications/Cloud Service Provider experience to our Board of Directors.

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

Jeffrey has experience in both

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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.

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

He successfully managed the growth of the carrier wholesale business unit to $40m+ in annual revenues, processing 18b+

voice minutes annually through hundreds of domestic and international carrier partnerships.

Welch has been in the telecommunication

industry for more than 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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Compliance with Section 16(a) of the Exchange

The common stock of the Company is registered

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

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

of common stock and our other equity securities.

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

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

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

during the fiscal year ended December 31, 2021, and based upon a review of the filings contained in the Edgar Archives, all such required

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.

The common stock of the Company is registered under

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

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

and our other equity securities.

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

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

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

fiscal year ended December 31, 2022, and based upon a review of the filings contained in the Edgar Archives, all such required reports

were believed to be timely filed.

Code of Ethics

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We have not established a Nominating Committee because

until our closing of the KonaTel Nevada Merger, we had only one (1) director and two (2) executive officers, and we believed that we were

able to effectively manage the issues normally considered by a Nominating Committee and currently believe we can do without a Nominating

until our closing of the KonaTel Nevada Merger, we had only two (2) directors and two (2) executive officers, and we believed that we

were able to effectively manage the issues normally considered by a Nominating Committee and currently believe we can do without a Nominating

If we do establish a Nominating Committee, we will

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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.

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:

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

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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:

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

by Hyperlink in Part IV, Item 15 hereof:

Sean McEwen-Chairman and CEO-8-K Current Report

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

Murcer-8-K Current Report dated February 4,

Todd Murcer, 8-K Current Report dated February

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

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Principal Position

D Sean McEwen, Chairman and CEO

D Sean McEwen,

Chairman and CEO

Robert Beaty, Director

Jeffrey Pearl, Director

Riffle, Chief Financial Officer

Paul LaPier, Secretary

and Vice President of Finance

Chief Financial Officer

President and COO

Todd Murcer, Secretary

and EVP of Finance

Joshua Ploude, President,

Apeiron Systems

Nick Metherd, Vice President, IM Telecom

Jason Welch, President,

*See the heading “Outstanding Equity Awards”

Employment Agreement of D.

At the Effective Time of the KonaTel Merger, we entered

into an Employment Agreement with Mr.

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

our Company, with customary duties applicable to these positions, 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 McEwen Employment Agreement

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

At the Effective Time of the KonaTel

Merger, we entered into an Employment Agreement with Mr.

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

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

After the initial term, the McEwen Employment Agreement provided

that it would continue on a year-to-year basis.

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.

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 of EBITDA.

Effective January 1, 2022, 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;

Employment Agreement was amended a second time to adjust his monthly base salary to $22,916.66, including a twenty-four (24) month severance

compensation package equal to his then current base salary, together with any accrued and untaken vacation, in the event any employment

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

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.

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

McEwen’s Employment Agreement is filed herewith as Exhibit 10.1 , in Part IV, Item 15 hereof.

Griffin Employment Agreement

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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

Murcer is entitled to paid vacation during each year of his employment

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

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 Murcer Employment Agreement also contained customary

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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.

Welch is entitled to paid vacation during each year of his employment in accordance

with the Company’s vacation accrual policy as defined by our Company handbook;

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.

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Securities Authorized for Issuance under Equity Compensation Plans

Outstanding Equity Awards

Option Awards

The following table represents 2,855,000 options granted, with 1,725,000

exercised, and 1,645,000 options still available to be granted under the 6,225,000 shares reserved for issuance under the Company’s

2018 Incentive Stock Option Plan.

incentive plan

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Jeffrey Pearl

Cynthia Collins

Jeffrey Pearl

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;

June 18, 2018;

September 18, 2018;

March 18, 2019;

June 18, 2019;

September 18, 2019;

and December 18, 2019.

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

(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 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.

As part of his designation as director, Mr.

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

The first quarterly grants of 25,000 (100,000 total) were all granted at the same exercise price of $0.33 and all would have expired February 11, 2023.

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

On February 9, 2023, Mr.

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

As part of his designation as director, Mr.

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

The first quarterly grants of 25,000 (100,000 total) were all granted at the same exercise price of $0.495 and all expire October 28, 2023.

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

These options were granted on April 1, 2021, and vest 50,000 shares on April 1, 2022;

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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.

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

These options were granted on May 17, 2021, and vest 10,000 shares on May 17, 2022;

1 unchanged sentence

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.

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

These options were granted on July 6, 2021, and vest 275,000 shares on January 7, 2023;

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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;

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

These options were granted on September 27, 2021, and vest 16,667 shares on September 27, 2022;

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

and they expire on the earlier of

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.

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

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 January 24, 2027, or ninety (90) days from resignation or termination of employment.

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;

and they expire on February 14, 2027, or ninety (90) days from resignation or termination of employment.

Compensation of Directors

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Currently, and except for compensation of Mr.

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.”

McEwen under his Third Amended Employment Agreement

(see Exhibit 10.1, in Part IV, Item 15), 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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Name and Address*

of Beneficial Owner

Amount and Nature of Beneficial

Beneficial Owner

Ownership (1), (2), (3) & (4)

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

(1), (2), (3) & (4)

Joshua Ploude

Shawnee Communications, Inc.

James Michael Grisham

Security Ownership of Officers and Directors

Name and Address*

of Officer or Director

Amount and Nature of Beneficial

Officer or Director

Ownership (1), (2), (3) & (4)

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

(1), (2), (3) & (4)

Jeffrey Pearl

Joshua Ploude

Nicholas Metherd

All Officers and Directors as a Group

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on the cover page.

(1) James Michael Grisham is presently the sole Trustee of “The

Coyle Trust” formed by Mr.

Coyle on June 19, 2012 (the “Coyle Trust”), and is one of four (4) equal

beneficiaries, per stirpes, of the Coyle Trust.

He is also the CEO of Shawnee Communications, Inc.

The Coyle Trust and Shawnee purchased, respectively, from the Company, 750,000 shares ($150,000) and 2,500,000 shares

($500,000) of the Company’s common stock on or about March 6, 2018, and collectively own 3,250,000 shares or 7.2% of the

outstanding securities of the Company.

Grisham, the Coyle Trust or Shawnee is or has ever been an

“affiliate” of the Company.

(2) The number and percentage of shares beneficially

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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 2,875,000 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.

The beneficial

ownership of Mr.

McEwen in the “Beneficial Owners” table includes 15,500,000 shares directly owned;

and 1,500,000 shares underlying

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

(3) Based on 42,483,220 currently issued and

outstanding shares of common stock, together with 1,312,500 non-compensatory stock options of Mr.

1,325,000 vested incentive stock

options, comprised of, 425,000 for Robert Beaty, 450,000 Jeffrey Pearl, Charles D.

Griffin for 275,000, Todd Murcer for 87,500, and Jason

Welch for 87,500, for a total of 45,120,720 issued (or issuable with respect to such options within sixty [60] days) and outstanding shares

of common stock, as of the filing of this Annual Report.

SEC Rule 13d-3 generally provides that management’s beneficial ownership

of securities includes any such security that can be acquired within sixty (60) days.

Accordingly, any securities not outstanding, which

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

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

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

(4) The beneficial ownership of Mr.

McEwen in the

“Beneficial Owners” table includes 15,687,500 shares directly owned;

and 1,312,500 shares underlying personally owned vested

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

Changes in Control

5 unchanged sentences

Transactions with Shareholders

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, 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

Transactions with CFO Strategies LLC

22 unchanged sentences

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.

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

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

professional services to be provided to us by our principal accountant.

Additionally, all services rendered by our principal

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

PRINCIPAL ACCOUNTING FEES

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

Description of the Company’s Securities

Third Amended Employment Agreement with D.

Filed herewith.

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

Griffin Employment Agreement

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

Todd Murcer Employment Agreement

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

Joshua Ploude Employment Agreement

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

Welch Employment Agreement

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

Code of Ethics

16 unchanged sentences

Exhibits incorporated by reference:

Apeiron Systems Merger Current Reports

8-K Current Report dated January 31, 2019, and filed with the SEC on January 31, 2019 (Press Release)

8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018 .

Agreement and Plan of Merger

Ploude Employment Agreement

Yanson Employment Agreement

Lock-up/Leak-out Agreement

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

8-K Current Report dated August 9, 2018, and filed with the SEC on August 15, 2018 .

Asset Purchase Agreement

Promissory Note

Security Agreement

IM Telecom Current Reports

8-KA-2 Current Report of the same February 7, 2018, and filed with the SEC on February 6, 2019 .

IM Telecom PSMI

IM Telecom PSMI (First Amendment)

IM Telecom PSMI (Second Amendment)

Morrow Independent Contractor Agreement and Incentive Stock Option Agreement

Morrow Incentive Stock Option Agreement

Morrow Lock-Up/Leak-Out Agreement

Closing Memorandum (without Exhibits)

8-KA-1 Current Report of the February 7, 2018, and filed with the SEC on January 14, 2019 .

8-K Current Report dated February 19, 2019 and filed with the SEC on February 19, 2019 .

Press Release

8-K Current Report dated September 4, 2019, filed with the SEC on September 6, 2019 .

Morrow Settlement Agreement and Release

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 .

Murcer Employment Agreement

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

Quarterly Report for the quarter ended June 30, 2022, and filed with the SEC on August 15, 2022.

FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d)

3 unchanged sentences

April 17, 2023

Chairman and CEO

Chairman, CEO and Director

April 17, 2023

12 unchanged sentences

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