What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-17 · 245 added, 216 removed, 566 unchanged (45% of the section changed)

48 unchanged sentences

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

Management’s report

is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to satisfy these requirements

Management’s report is not

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

by providing the management’s report only.

17 unchanged sentences

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

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

Over time, controls may become inadequate because

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

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

Over time, controls may become inadequate

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

OTHER INFORMATION

53 unchanged sentences

Griffin is 59 years of age.

Prior to joining

Prior to joining us,

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

11 unchanged sentences

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.

the original founders of Impact Telecom, Mr.

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

ultimately guided Impact Telecom to a successful exit in 2020.

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.

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.

Prior to his time with Ipath, Mr.

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 with honors in business communications

from Metropolitan State University of Colorado.

Riffle is 64 years of age and the founder of CFO

22 unchanged sentences

Murcer is 54 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.

Prior to joining us,

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

solutions, following its merger with Impact Telecom, Inc.

(“Impact”) in 2018.

In this key leadership position,

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

financial projections and reporting activities for the U.S.

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.

As owner of treasury operations,

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

risk management.

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

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

At Matrix, he helped the company

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

through numerous M&A transactions.

Murcer holds a B.S.

in Economics from

the University of Oklahoma and an M.S.M.

from Boston University’s Brussels Graduate Center.

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

University’s Brussels Graduate Center.

Beaty is 54 years of age and currently the President

13 unchanged sentences

in Business Administration from Webster University.

Beaty has been appointed the interim President

of Sales and Marketing Apeiron Systems for the oversight and growth of VIVA-US Telecommunications, Inc.

expected to have substantial growth, potentially in excess of 100,000 cellular customers to Apeiron under its “Mobile Reseller Agreement”

with Apeiron dated November 10, 2023, on or before November 29, 2024.

Beaty will provide his services for purpose of expediting the

growth curve for the VIVA agreement and other significant growth initiatives.

Also see the “Outstanding Equity Award”

Table in Part III, Item 11, below, and specifically, Note (1) thereof.

Jeffrey Pearl

7 unchanged sentences

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

Pearl currently is involved in running three companies:

Pearl currently is involved in running two

(2) companies.

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

9 unchanged sentences

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.

Prior to starting

and running these three (3) companies, Jeffrey worked at Broadsoft (recently acquired by Cisco) July 2013 to May 2016, where he

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

successfully ran North America Carrier Sales.

1 unchanged sentence

telcos and service providers utilizing BroadSoft in the US.

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

and providers not utilizing BroadSoft.

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

Under his guidance, his organization also pursued new relationships with

startups and providers not utilizing BroadSoft.

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

entirely new division:

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

In this role, Jeffrey and his teams engaged

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

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

Prior to Broadsoft Jeffrey successfully started,

operated and sold two VoIP companies.

In this role, Jeffrey and

his teams engaged with executives and sales organizations to productively assist in accelerating their efforts around “Go to Market”

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

Prior to Broadsoft Jeffrey successfully

started, operated and sold two VoIP companies.

Joshua Ploude

Ploude is 47 years old.

He is the President

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

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.

9 unchanged sentences

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

He has had the following

business experience since 1999:

He has had the following business

experience since 1999:

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

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

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

and 2013-Present - Co-Founder, CEO and

President of Apeiron Systems.

2006-2010 - President/CEO

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

2010-2013 - CTO of TNCI -

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

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

Welch is 53 years of age, President of IM Telecom.

2 unchanged sentences

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.

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

2 unchanged sentences

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.

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

60 unchanged sentences

See Exhibit 14 in Part IV, Item 15.

We anticipate that our Code of Ethics will be

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

We anticipate that our Code of Ethics will be updated by

our Board of Directors as the Board deems necessary.

Corporate Governance

17 unchanged sentences

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 .

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

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

are as follows:

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

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

on which our securities publicly trade [“Other Medium”]) after financial results are announced for

the preceding fiscal period.

If the last day

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

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

a select few persons have knowledge of the event.

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

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

however, they do apply to all of our securities that are the

subject of a registration statement filed with the SEC.

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

EXECUTIVE COMPENSATION

25 unchanged sentences

and EVP of Finance

Joshua Ploude, President,

Joshua Ploude, CEO,

Apeiron Systems

2 unchanged sentences

Employment Agreement of D.

At the Effective Time of the KonaTel

Merger, we entered into an Employment Agreement with Mr.

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

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

After the initial term, the McEwen Employment Agreement provided

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

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 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.

January 1, 2022, McEwen’s Employment Agreement was amended a second time to adjust his monthly base salary to $22,916.66, including

a twenty-four (24) month severance compensation package equal to his then current base salary, together with any accrued and untaken vacation,

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

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.

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

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

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

11 unchanged sentences

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.

and (iii) he shall be paid a twelve (12) 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 Griffin Employment Agreement.

The Employment Agreement has customary termination,

4 unchanged sentences

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

Murcer will serve as our Executive Vice President

Murcer serves 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

14 unchanged sentences

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

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

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

Employment Agreement”).

On September 1, 2021, Mr.

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

The Ploude Employment Agreement

has customary provisions regarding trade secrets;

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;

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;

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.

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

Welch Employment Agreement

2 unchanged sentences

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.

Welch served as

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

Under the Welch Employment Agreement, Mr.

Welch will receive the following compensation:

Welch will continue to receive the following compensation:

$20,833.33 per month base salary;

and inclusion

in our healthcare plan for employees, including medical, dental and vision, which coverage also includes his immediate family.

base salary may be increased or decreased from time to time in the sole discretion of the Company, but in no event shall the monthly base

salary be less than the amount stated in this section.

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

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

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.

and inclusion in our healthcare plan for employees, including medical,

dental and vision, which coverage also includes his

immediate family.

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

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

Welch is entitled to paid vacation during each

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

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

This Employment Agreement will novate to KonaTel under the Excess Purchase Agreement and related agreements in Part I, Item 1 hereof.

The Welch Employment Agreement also contained customary

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

( This space intentionally left blank)

Securities Authorized for Issuance under Equity Compensation Plans

3 unchanged sentences

2018 Incentive Stock Option Plan.

Option Awards

incentive plan

13 unchanged sentences

Jeffrey Pearl

Edward Archuleta

John Shadek, Esq.

Matthew Zanger

Joshua Holbay

Stacey Carmel

John Heathcock

As part of his designation as director, Mr.

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

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

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

On February 9, 2023, Mr.

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

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

On November 29, 2023, Mr.

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

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

Also, on November 29, 2023, Mr.

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

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

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

On October 25, 2023, Mr.

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

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.

2 unchanged sentences

and 50,000 shares on April 1, 2024;

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

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

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

1 unchanged sentence

and 10,000 shares on May 17, 2024;

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

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

On November 29, 2023, Mr.

Archuleta was granted an additional 20,000 stock options, with 6,666 vesting on November 29, 2024, and 6,667 vesting on November 29, 2025, and 6,667 vesting on November 29, 2026.

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

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

3 unchanged sentences

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

Griffin was granted an additional 550,000 options on November 29, 2023, and vest 183,333 shares on November 29, 2024, 183,333 on November 29, 2025, and 183,334 on November 29, 2025;

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

These options were granted on September 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 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.

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

These options were granted on September 8, 2023, and vest 250,000 shares on September 8, 2024, 250,000 shares on September 8, 2025, and 250,000 shares on September 8, 2026;

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

These options were granted on September 22, 2023, and vest 250,000 shares September 22, 2024, 250,000 shares on September 22, 2025, and 250,000 shares on September 22, 2026;

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

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

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

These options were granted on November 29, 2023, and vest one third on November 29, 2024, on third on November 29, 2025, and one third on November 29, 2026;

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

Compensation of Directors

3 unchanged sentences

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.”

(see Exhibit 10.1, in Part IV, Item 15), and the current $500 monthly compensation set out above for certain directors (these directors

were paid $3,000 per month through May, 2023), our directors do not receive any other compensation other than the incentive stock options

outlined above in this Item in the Outstanding Equity Awards Table.

Transactions with Related Persons

6 unchanged sentences

We have no parents.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

2 unchanged sentences

of this Annual Report with the SEC.

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

includes voting or investment power with respect to securities.

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

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

owned by them.

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

voting or investment power with respect to securities.

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

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

Security Ownership of Beneficial Owners

Name and Address*

Beneficial Owner

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

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

Amount and Nature of

of Beneficial Owner

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

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

Joshua Ploude

2 unchanged sentences

Name and Address*

Officer or Director

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

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

Amount and Nature of

of Officer or Director

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

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

Jeffrey Pearl

3 unchanged sentences

on the cover page.

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

(1) James Michael Grisham is presently the sole Trustee

of “The James T.

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.

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.

(“Shawnee”) 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 currently collectively own 2,163,799 shares or 4.79% of the outstanding securities of the

Grisham, the Coyle Trust or Shawnee is or has ever been an “affiliate” of the Company.

(2) The number and percentage of shares beneficially

4 unchanged sentences

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

(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.

(3) Based on 43,333,220 currently issued and outstanding

shares of common stock as of March 15, 2024, together with 562,500 non-compensatory stock options of Mr.

1,325,000 vested incentive

stock options, comprised of, 425,000 for Robert Beaty, 350,000 Jeffrey Pearl, Charles D.

Griffin for 550,000, for a total of 45,220,720

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.

22 unchanged sentences

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

of a director.” None of the following named directors come within any of the exceptions to this definition regarding:

or having been an executive officer;

of a director.” As of December 31, 2023, only Robert Beaty and Jeffrey Pearl came within any of the exceptions to this definition

being or having been an executive officer;

having an employee-employer relationship with us;

having received compensation from us in an amount

in excess of $100,000;

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

applicable family relationships.

Accordingly, Messrs.

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

having received compensation from

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

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

including applicable family relationships.

Policy on Audit Committee Pre-Approval of Audit

1 unchanged sentence

We have not adopted an Audit Committee;

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

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

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

Additionally, all services rendered by our principal

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

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

15 unchanged sentences

Fees,” and “Tax Fees” above.

( This space intentionally left blank )

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

See the audited financial

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

The following exhibits are filed as part of this Annual

See the audited financial statements

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

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

(a) Exhibits.

Exhibit Number

Description of Exhibit

Amended and Restated Certificate of Incorporation

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

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

Amended and Restated Bylaws

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

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

Description of the Company’s Securities

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

Third Amended Employment Agreement with D.

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

Filed 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.

Filed 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.

Filed 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.

Filed 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.

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

Code of Ethics

8 unchanged sentences

Insider Trading Policy

Filed herewith.

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

XBRL Instance Document

5 unchanged sentences

Exhibits incorporated by reference:

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.

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

8-KA Current Report dated June 14, 2022 (“CCUR Loan”), and filed with the SEC on June 7, 2023

8-K Current Report dated April 6, 2023 (“Insight Mobile Assignment”) and filed with the SEC on April 17, 2023

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

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

FORM 10-K SUMMARY

20 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