What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 251 added, 186 removed, 625 unchanged (41% of the section changed)

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Positions Held

Period of Service

Chairman and CEO

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EVP, Finance and Secretary

Jan.-22 to Nov.

Jeffrey Pearl

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President of IM Telecom

Feb.-22 to Nov.

*Upon shutdown of the ACP Program, the

Company effected a reduction in force of several key individuals.

Multiple replacement revenue initiatives have been ongoing for

some time and continue to mature.

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

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

Todd Murcer and Jason

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

of our growth initiatives.

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

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

Background and Business Experience

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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.

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

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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,

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.

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.

As one of the original founders of Impact

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

servicing 250,000 customers worldwide.

ultimately guided Impact Telecom to a successful exit in 2020.

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University’s Brussels Graduate Center.

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

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

from $1 million to $23 billion.

During this time, Mr.

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

billing and regulatory (government) compliance.

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

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

Prior to Prosper Wireless, Mr.

LaPier served as

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

LaPier’s first stint with KonaTel,

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

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

at US Connect, Mr.

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

Prior to US Connect,

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

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

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

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

LaPier holds a Bachelor of Business

Administration in Accounting from The University of Texas at Austin.

Beaty is 55 years of age and currently the President

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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

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Pearl currently is involved in running two (2)

(2) 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

in order to fill a gap in the marketplace.

The group assists executives of SMB and Enterprise businesses as they make the move to cloud-based

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

internet, hosting, managed services and other cloud offerings.

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

leaders in order to fill a gap in the marketplace.

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

to cloud-based services.

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

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

Pearl also consults under PearlCom, a consulting

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Prior to starting

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

successfully ran North America Carrier Sales.

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

he successfully ran North America Carrier Sales.

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

telcos and service providers utilizing BroadSoft in the US.

Under his guidance, his organization also pursued new relationships with

startups and providers not utilizing BroadSoft.

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

entirely new division:

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

and providers not utilizing BroadSoft.

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

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

In this role, Jeffrey and

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

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

Prior to Broadsoft Jeffrey successfully

started, operated and sold two VoIP companies.

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

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for Apeiron Systems.

He has worked directly with software, hardware and carrier network vendors to oversee the development of Apeiron

He has worked directly with

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

Systems’ product set;

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

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

Welch is 54 years of age, President of IM

Prior to joining us, Mr.

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

large enterprise and communications providers internationally.

In this key leadership position, he directed procedures and policies for

the operations of the business and had responsibility for service delivery,

customer care and vendor management.

Prior to joining

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

solutions servicing large enterprise and communications providers internationally.

In this key leadership position, he directed

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

Prior to joining 46 Labs, Mr.

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

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.

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

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

He successfully managed the growth of the carrier wholesale

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

carrier partnerships.

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

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

Communication and Impact Telecom.

Family Relationships

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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

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We have not established a Nominating Committee because

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

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

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

do without a Nominating Committee.

If we do establish a Nominating Committee, we will

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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.

of Directors adopted an Insider Trading Policy.

The Insider Trading Policy was adopted by the Company

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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 .

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

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

to the weekend.

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

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

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

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

however, they do apply to all of our securities

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

Effective November 8, 2024, our Board of

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

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

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

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

See Section 9 – Financial Statements and

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

This summary is modified in its entirely by reference

to Exhibit 99.1 .

EXECUTIVE COMPENSATION

All Compensation

The following Employment Agreements of our officers

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

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.

The following Employment

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

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

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

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

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

McEwen’s Employment Agreement that is Exhibit

Griffin, President-8-K Current Report dated

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

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

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

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

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

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

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

Summary Compensation Table

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Chairman and CEO

Robert Beaty, Director

Robert Beaty, Director and President,

Apeiron Systems**

Jeffrey Pearl, Director

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Jason Welch, President,

*See the heading “Outstanding Equity Awards”

*See the heading “Outstanding Equity Awards” below.

**Salary for Mr.

Beaty includes $6,000 in Director

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

All Other Compensation for Messrs.

Murcer and Welch include severance pay

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

Employment Agreement of D.

At the Effective Time of the KonaTel Merger, we entered

into an Employment Agreement with Mr.

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

our Company, with customary duties applicable to these positions.

After the initial term, the McEwen Employment Agreement provided that

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

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:

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, 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.

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.

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.

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

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

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

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

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 never claimed the “percentage of EBITDA”

bonus program provision of his Employment Agreement;

accordingly, effective April 12, 2022, Mr.

McEwen suggested, and the Board of

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

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

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

The third amendment

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

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

This summary is modified in its entirety by this reference.

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

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

with the guidance of Mr.

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

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

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

This summary is modified in its entirety

by this reference.

The Employment Agreement has customary termination,

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

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

Murcer served as our Executive Vice President

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

in Exhibit A thereof.

Under the Murcer Employment Agreement, Mr.

Murcer will receive the following compensation:

Murcer received the following compensation:

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 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

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

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

his immediate family.

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

in Part III, Item 10, above.

This summary is modified in its entirety by this reference.

Joshua Ploude Employment Agreement

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

This summary is modified in its entirety by this reference.

Welch Employment Agreement

On February 2, 2022 (effective February 14, 2022),

we entered into an Employment Agreement with Mr.

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

Welch served as

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

On February 2, 2022 (effective

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

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

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

Under the Welch Employment Agreement, Mr.

Welch will continue to receive the following compensation:

$20,833.33 per month base salary;

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

dental and vision, which coverage also includes his

immediate family.

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

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

Welch is entitled to paid vacation during each

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

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.

$20,833.33 per

month base salary;

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

his immediate family.

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

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

Welch is entitled to paid vacation during

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

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

calendar year.

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

Part I, Item 1 hereof.

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

in Part III, Item 10 above.

This summary is modified in its entirety by this reference.

( This space intentionally left blank .)

Securities Authorized for Issuance under Equity Compensation Plans

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Jeffrey Pearl

Edward Archuleta

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

On May 10, 2024, Mr.

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

On August 9, 2024, Mr.

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

On November 11, 2024, Mr.

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

On February 11, 2025, Mr.

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

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

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

These options expire November 29, 2029.

As part of his designation as director, Mr.

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

On January 27, 2025, Mr.

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

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

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

These options were granted on April 1, 2021,

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

50,000 shares on April 1, 2023;

and 50,000 shares on April 1, 2024;

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

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

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;

10,000 shares on May 17, 2023;

and 10,000 shares on May 17, 2024;

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

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.

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;

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

on January 7, 2023;

275,000 shares on January 7, 2024;

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and 275,000 shares on January 7, 2026;

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;

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

Griffin was granted an additional 550,000

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

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

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

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

shares on September 27, 2022;

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

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

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

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

Agreement, will expire on August 13, 2025.

These options were granted

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

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

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;

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

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

These options were granted

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

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

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

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

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

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

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.

These options were granted

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

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

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

Agreement, will expire on August 13, 2025.

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

and they expire on the earlier of March 27, 2029, 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 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.

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

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

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

Transactions with Related Persons

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Name and Address*

Amount and Nature of

Amount and Nature of Beneficial

of Beneficial Owner

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

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

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

Joshua Ploude

James Michael Grisham

Security Ownership of Officers and Directors

Name and Address*

Amount and Nature of

Amount and Nature of Beneficial

of Officer or Director

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

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

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

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on the cover page.

(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.

He is also the CEO of Shawnee Communications, Inc.

(“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.

(1) The number and percentage of shares beneficially

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1,691,666 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

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

Griffin, for a total of 45,593,083

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

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

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

36 unchanged sentences

in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance

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

statements and are not reported under “Audit fees.”

Audit-related Fees - Consists of fees

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

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

Tax Fees - Consists of fees for professional

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

All Other Fees - Consists of fees for products

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

All Other Fees - Consists of fees for

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

Fees,” and “Tax Fees” above.

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Filed herewith.

Insider Trading Policy

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

Insider Trading Policy (as amended)

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

XBRL Instance Document

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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

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

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

FORM 10-K SUMMARY

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Chairman, CEO and Director

April 1, 2024

Chief Financial Officer

7 unchanged sentences

/s/ Robert Beaty

April 1, 2024

/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