0001408057true--12-31FY20220.001100000000000.00160000000016749347918132052800361426500035031852553357073012500004802106P3YP7YP5Y0000000000000010600000000.230002500000.25150000361376361376P5YP4M125000350002884612500003500002884630.180.15P24YP24Y0.100014080572022-01-012022-12-310001408057us-gaap:SubsequentEventMembericct:FGMergerCorpMember2023-03-012023-03-310001408057us-gaap:SubsequentEventMembericct:FGMergerCorpMember2023-03-310001408057us-gaap:SubsequentEventMember2023-02-012023-02-210001408057us-gaap:SubsequentEventMember2023-01-012023-01-310001408057us-gaap:SubsequentEventMember2023-01-310001408057us-gaap:SubsequentEventMember2023-01-012023-01-230001408057us-gaap:SubsequentEventMember2023-01-230001408057us-gaap:SubsequentEventMembericct:MergerAgreementMember2023-01-050001408057us-gaap:SubsequentEventMembericct:FGMCMember2023-01-012023-01-050001408057us-gaap:SubsequentEventMembericct:FGMCMember2023-01-050001408057icct:PaycheckProtectionProgramMember2021-01-012021-12-310001408057icct:FASBAccountingStandardsCodificationMember2021-05-012021-05-310001408057icct:BusinessComputerSolutionsMember2021-05-012021-05-310001408057icct:AdvantechMember2021-04-012021-04-230001408057icct:SpectrumTechnologySolutionsMember2021-09-012021-09-030001408057icct:AdvantechMember2021-04-012021-05-170001408057icct:SpectrumTechnologySolutionsMember2021-09-010001408057icct:BusinessComputerSolutionsMember2021-05-310001408057icct:AdvantechMember2021-04-2300014080572021-04-010001408057icct:STSMember2021-09-010001408057icct:BCSMember2021-05-310001408057icct:AdvantechsMember2021-04-2300014080572021-04-2300014080572021-05-3100014080572021-09-010001408057icct:CommonStocksMember2021-09-010001408057icct:CommonStocksMember2021-05-310001408057icct:CommonStocksMember2021-04-230001408057icct:CashConsiderationMember2021-09-010001408057icct:CashConsiderationMember2021-05-310001408057icct:CashConsiderationMember2021-04-230001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:DecemberSixteenTwoThousandTwentyTwoLitigationMembericct:DavidFidanzaMember2022-12-310001408057icct:SeptemberSevenTwoThousandTwentyThreeMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-12-310001408057icct:SeptemberSevenTwoThousandTwentyTwoMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-12-310001408057icct:AugustEighteenTwoThousandTwentyOneMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:EmploymentAgreementMembericct:JeffreyStellingaMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyOneMembericct:EmploymentAgreementMembericct:JeffreyStellingaMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyOneMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:Fidanza2018AgreementMembericct:DavidFidanzaMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyOneMembericct:Fidanza2018AgreementMembericct:DavidFidanzaMember2022-12-310001408057icct:July12018Membericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-01-012022-12-310001408057icct:SeptemberSevenTwoThousandTwentyFourMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-01-012022-12-310001408057icct:SeptemberSevenTwoThousandTwentyThreeMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-01-012022-12-310001408057icct:SeptemberSevenTwoThousandTwentyTwoMembericct:EmploymentAgreementMembericct:ArchitShahMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFourMembericct:EmploymentAgreementMembericct:JeffreyStellingaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyThreeMembericct:EmploymentAgreementMembericct:JeffreyStellingaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:EmploymentAgreementMembericct:JeffreyStellingaMember2022-01-012022-12-310001408057icct:LeaseMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFiveMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFourMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-01-012022-12-310001408057icct:LeaseMember2017-11-012017-11-150001408057icct:LeaseMember2021-09-012021-09-100001408057icct:DecemberSixteenTwoThousandTwentyFiveMembericct:Fidanza2018AgreementMembericct:DavidFidanzaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFourMembericct:Fidanza2018AgreementMembericct:DavidFidanzaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:DecemberSixteenTwoThousandTwentyTwoLitigationMembericct:DavidFidanzaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:Fidanza2018AgreementMembericct:DavidFidanzaMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFiveMembericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyFourMembericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyThreeMembericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyTwoMembericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-01-012022-12-310001408057icct:July12018Membericct:EmploymentAgreementMembericct:RobertMcDermottMember2022-01-012022-12-310001408057icct:DecemberSixteenTwoThousandTwentyThreeMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-12-310001408057icct:DecemberSixteenTwoThousandTwentyThreeMembericct:Chakravarthi2018AgreementMembericct:MuraliChakravarthiMember2022-01-012022-12-310001408057icct:JuneFifteenTwoThousendTwentyOneMember2022-01-012022-12-310001408057icct:RobertMcDermottMember2020-01-012020-12-310001408057icct:RobertMcDermottMember2022-01-012022-12-310001408057icct:RobertMcDermottMember2021-01-012021-12-310001408057icct:NovemberOneTwoThousendTwentyOneMember2022-12-310001408057icct:NovemberOneTwoThousendTwentyOneMember2022-01-012022-12-310001408057icct:LeaseMember2022-12-310001408057icct:ThreeToFiveYearsMember2022-12-310001408057icct:OneToThreeYearsMember2022-12-310001408057icct:LessThanOneYearMember2022-12-310001408057icct:CustomersTwoMember2021-01-012021-12-310001408057icct:CustomersTwoMember2022-01-012022-12-310001408057icct:CustomersMember2022-01-012022-12-310001408057icct:NovemberTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-01-012021-12-310001408057icct:AprilTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteOneMember2021-01-012021-12-310001408057icct:MayTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-01-012022-06-300001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableOneMember2021-01-012021-12-310001408057icct:AprilTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteOneMember2022-01-012022-12-310001408057icct:AprilTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:PromissoryNoteMember2018-12-012018-12-310001408057icct:PromissoryNoteMember2019-12-012019-12-310001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-01-012022-12-310001408057icct:MayTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-01-012022-12-310001408057icct:ConvertiblePromissoryNotePayableThreeMember2022-01-012022-12-310001408057icct:ConvertiblePromissoryNotePayableTwoMember2022-01-012022-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-01-012022-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-08-012021-08-310001408057icct:ConvertiblePromissoryNotePayableOneMember2021-08-012021-08-310001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-12-310001408057icct:MayTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-12-310001408057icct:ConvertiblePromissoryNotePayableThreeMember2022-12-310001408057icct:ConvertiblePromissoryNotePayableTwoMember2022-12-310001408057icct:ConvertiblePromissoryNotePayableOneMember2021-08-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2022-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-08-310001408057icct:ConvertiblePromissoryNotePayableOneMember2022-12-310001408057icct:AugustTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:ConvertiblePromissoryNotePayableOneMember2022-01-012022-12-310001408057icct:JuneTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-01-012021-12-310001408057icct:MayTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-01-012021-12-310001408057icct:ConvertiblePromissoryNotePayableThreeMember2021-01-012021-12-310001408057icct:ConvertiblePromissoryNotePayableTwoMember2021-01-012021-12-310001408057icct:FebruaryTwentyEightTwentyTwentyTwoMembericct:SecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:ConvertiblePromissoryNotePayableOneMember2021-01-012021-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableOneMember2021-01-012021-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-01-012021-12-310001408057icct:JuneTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-12-310001408057icct:FebruaryTwentyEightTwentyTwentyTwoMembericct:SecuredPromissoryNoteMember2022-12-310001408057icct:NovemberTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-12-310001408057icct:AprilTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteOneMember2022-12-310001408057icct:AprilTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-12-310001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableOneMember2021-12-310001408057icct:AugustTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-12-310001408057icct:MayTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-12-310001408057icct:ConvertiblePromissoryNotePayableThreeMember2021-12-310001408057icct:ConvertiblePromissoryNotePayableTwoMember2021-12-310001408057icct:ConvertiblePromissoryNotePayableOneMember2021-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableOneMember2021-12-310001408057icct:AprilTwoThousandTwentyOneMembericct:ConvertiblePromissoryNotePayableMember2021-12-310001408057icct:InvestorssThreeMember2021-01-012021-12-310001408057icct:InvestorssTwoMember2021-01-012021-12-310001408057icct:JulyTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-12-310001408057icct:JulyTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:InvestorssOneMember2021-01-012021-12-310001408057icct:ConvertibleNotesPayableOneMember2018-04-012018-04-300001408057icct:ConvertibleNotesPayableOneMember2018-04-300001408057icct:AugustTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-08-310001408057icct:AugustTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-08-012022-08-310001408057icct:DecemberTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-12-310001408057icct:DecemberTwentyTwentyTwoMembericct:UnSecuredPromissoryNoteMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayablesMember2020-01-012020-12-310001408057icct:ConvertibleNotesPayablesMember2019-12-310001408057icct:ConvertibleNotesPayablesMember2018-12-310001408057icct:ConvertibleNotesPayableThirteenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableEighteenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableSeventeenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableFifteenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableSixteenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableFourteenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableTwelveMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableElevenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableTenMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableNineMember2022-01-012022-12-310001408057icct:NoteBearingInterestEightMember2022-01-012022-12-310001408057icct:NoteBearingInterestSevenMember2022-01-012022-12-310001408057icct:NoteBearingInterestSixMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableFiveMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableFourMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableThreeMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableTwoMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableOneMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayablesMember2022-01-012022-12-310001408057icct:ConvertibleNotesPayableFourteenMember2021-12-310001408057icct:ConvertibleNotesPayableEighteenMember2021-12-310001408057icct:ConvertibleNotesPayableSeventeenMember2021-12-310001408057icct:ConvertibleNotesPayableFifteenMember2021-12-310001408057icct:ConvertibleNotesPayableSixteenMember2021-12-310001408057icct:ConvertibleNotesPayableFourteenMember2022-12-310001408057icct:ConvertibleNotesPayableEighteenMember2022-12-310001408057icct:ConvertibleNotesPayableSeventeenMember2022-12-310001408057icct:ConvertibleNotesPayableFifteenMember2022-12-310001408057icct:ConvertibleNotesPayableSixteenMember2022-12-310001408057icct:ConvertibleNotesPayableThirteenMember2022-12-310001408057icct:ConvertibleNotesPayableThirteenMember2021-12-310001408057icct:ConvertibleNotesPayableTwelveMember2022-12-310001408057icct:ConvertibleNotesPayableTwelveMember2021-12-310001408057icct:ConvertibleNotesPayableElevenMember2021-12-310001408057icct:ConvertibleNotesPayableElevenMember2022-12-310001408057icct:ConvertibleNotesPayableTenMember2022-12-310001408057icct:ConvertibleNotesPayableTenMember2021-12-310001408057icct:ConvertibleNotesPayableNineMember2022-12-310001408057icct:ConvertibleNotesPayableNineMember2021-12-310001408057icct:NoteBearingInterestEightMember2022-12-310001408057icct:NoteBearingInterestEightMember2021-12-310001408057icct:NoteBearingInterestSevenMember2022-12-310001408057icct:NoteBearingInterestSevenMember2021-12-310001408057icct:NoteBearingInterestSixMember2022-12-310001408057icct:NoteBearingInterestSixMember2021-12-310001408057icct:ConvertibleNotesPayableFiveMember2022-12-310001408057icct:ConvertibleNotesPayableFiveMember2021-12-310001408057icct:ConvertibleNotesPayableFourMember2021-12-310001408057icct:ConvertibleNotesPayableFourMember2022-12-310001408057icct:ConvertibleNotesPayableThreeMember2021-12-310001408057icct:ConvertibleNotesPayableThreeMember2022-12-310001408057icct:ConvertibleNotesPayableTwoMember2021-12-310001408057icct:ConvertibleNotesPayableTwoMember2022-12-310001408057icct:ConvertibleNotesPayableOneMember2021-12-310001408057icct:ConvertibleNotesPayableOneMember2022-12-310001408057icct:ConvertibleNotesPayablesMember2021-12-310001408057icct:ConvertibleNotesPayablesMember2022-12-310001408057icct:AcquiredTechnologyMember2021-01-012021-12-310001408057icct:AcquiredTechnologyMember2022-01-012022-12-310001408057icct:AcquiredTechnologyMember2022-12-310001408057icct:AcquiredTechnologyMember2021-12-310001408057us-gaap:CustomerRelationshipsMember2021-01-012021-12-310001408057us-gaap:CustomerRelationshipsMember2022-01-012022-12-310001408057us-gaap:CustomerRelationshipsMember2021-12-310001408057us-gaap:CustomerRelationshipsMember2022-12-310001408057icct:CapitalizedSoftwareMember2021-01-012021-12-310001408057icct:CapitalizedSoftwareMember2022-01-012022-12-310001408057icct:CapitalizedSoftwareMember2021-12-310001408057icct:CapitalizedSoftwareMember2022-12-3100014080572019-12-310001408057icct:VehicleMember2022-12-310001408057icct:VehicleMember2021-12-310001408057us-gaap:EquipmentMember2022-12-310001408057us-gaap:EquipmentMember2021-12-310001408057us-gaap:LeaseholdImprovementsMember2022-12-310001408057us-gaap:LeaseholdImprovementsMember2021-12-310001408057us-gaap:FurnitureAndFixturesMember2022-12-310001408057us-gaap:FurnitureAndFixturesMember2021-12-310001408057icct:CommonStockWarrantsMember2022-01-012022-12-310001408057icct:CommonStockWarrantsMember2021-12-310001408057icct:CommonStockWarrantsMember2022-12-310001408057icct:CommonStockWarrantsMember2021-01-012021-12-310001408057icct:TwentyTwentyOneServiceMembericct:ChiefExecutiveOfficersMembericct:RestrictedStockCompensationMember2022-12-310001408057icct:TwentyTwentyOneServiceMembericct:ChiefExecutiveOfficersMembericct:RestrictedStockCompensationMember2021-03-012021-03-290001408057icct:TwentyTwentyTwoServiceMembericct:ChiefExecutiveOfficersMembericct:RestrictedStockCompensationMember2022-12-310001408057icct:TwentyTwentyOneServiceMembericct:ChiefExecutiveOfficersMembericct:RestrictedStockCompensationMember2021-03-290001408057icct:TwentyTwentyServiceMembericct:ChiefExecutiveOfficersMembericct:RestrictedStockCompensationMember2021-03-290001408057icct:RestrictedStockCompensationMember2021-03-290001408057icct:RestrictedStockCompensationMember2022-12-310001408057icct:RestrictedStockCompensationMember2020-04-130001408057icct:RestrictedStockCompensationMember2021-01-012021-12-310001408057icct:RestrictedStockCompensationMember2022-01-012022-12-310001408057icct:RestrictedStockCompensationMember2021-03-012021-03-290001408057icct:JanuaryTwoThousandTwentyOneMembericct:EquityLineofCreditMember2022-12-310001408057icct:JanuaryTwoThousandTwentyOneMembericct:EquityLineofCreditMember2022-01-012022-12-310001408057icct:JanuaryTwoThousandTwentyOneMembericct:EquityLineofCreditMember2021-01-012021-01-310001408057icct:JanuaryTwoThousandTwentyOneMembericct:EquityLineofCreditMember2021-01-310001408057icct:JanuaryTwoThousandTwentyOneMembericct:EquityLineofCreditMember2021-01-012021-12-310001408057icct:WarrantsOneMember2021-08-310001408057icct:WarrantsMember2021-08-310001408057icct:WarrantsThreeMember2021-12-310001408057icct:WarrantsTwoMember2021-12-310001408057icct:WarrantsTwoMember2022-12-310001408057icct:WarrantsOneMember2021-12-310001408057icct:WarrantsOneMember2022-12-310001408057icct:WarrantsMember2021-12-310001408057icct:WarrantsMember2022-12-310001408057icct:InvestorsFifteenMember2022-12-310001408057icct:InvestorsFourteenMember2022-12-310001408057icct:InvestorsThirteenMember2022-12-310001408057icct:InvestorsTwelveMember2022-12-310001408057icct:InvestorsElevenMember2022-12-310001408057icct:InvestorsTenMember2022-12-310001408057icct:InvestorsFifteenMember2022-01-012022-12-310001408057icct:InvestorsFourteenMember2022-01-012022-12-310001408057icct:InvestorsThirteenMember2022-01-012022-12-310001408057icct:InvestorsTwelveMember2022-01-012022-12-310001408057icct:InvestorsElevenMember2022-01-012022-12-310001408057icct:InvestorsTenMember2022-01-012022-12-310001408057icct:InvestorsNineMember2022-12-310001408057icct:InvestorsNineMember2022-01-012022-12-310001408057icct:InvestorsEightMember2021-12-310001408057icct:InvestorsEightMember2022-12-310001408057icct:InvestorsEightMember2022-01-012022-12-310001408057icct:InvestorsEightMember2021-01-012021-12-310001408057icct:InvestorsSevenMember2021-12-310001408057icct:InvestorsSevenMember2022-12-310001408057icct:InvestorsSevenMember2022-01-012022-12-310001408057icct:InvestorsSevenMember2021-01-012021-12-310001408057icct:InvestorsSixMember2021-12-310001408057icct:InvestorsSixMember2022-12-310001408057icct:InvestorsSixMember2021-01-012021-12-310001408057icct:InvestorsSixMember2022-01-012022-12-310001408057icct:InvestorsFiveMember2021-12-310001408057icct:InvestorsFiveMember2022-12-310001408057icct:InvestorsFiveMember2022-01-012022-12-310001408057icct:InvestorsFiveMember2021-01-012021-12-310001408057icct:InvestorsFourMember2021-12-310001408057icct:InvestorsFourMember2022-12-310001408057icct:InvestorsFourMember2022-01-012022-12-310001408057icct:InvestorsFourMember2021-01-012021-12-310001408057icct:InvestorsThreeMember2021-12-310001408057icct:InvestorsThreeMember2022-12-310001408057icct:InvestorsThreeMember2022-01-012022-12-310001408057icct:InvestorsThreeMember2021-01-012021-12-310001408057icct:InvestorsTwoMember2021-12-310001408057icct:InvestorsTwoMember2022-12-310001408057icct:InvestorsTwoMember2022-01-012022-12-310001408057icct:InvestorsTwoMember2021-01-012021-12-310001408057icct:InvestorsOneMember2021-12-310001408057icct:InvestorsOneMember2022-12-310001408057icct:InvestorsOneMember2022-01-012022-12-310001408057icct:InvestorsOneMember2021-01-012021-12-310001408057icct:InvestorsMember2022-12-310001408057icct:InvestorsMember2021-12-310001408057icct:InvestorsMember2022-01-012022-12-310001408057icct:InvestorsMember2021-01-012021-12-310001408057us-gaap:LeaseholdImprovementsMember2022-01-012022-12-310001408057us-gaap:FurnitureAndFixturesMember2022-01-012022-12-310001408057us-gaap:OfficeEquipmentMember2022-01-012022-12-310001408057icct:AdditionalWarrantsRelatedtoDownRoundMember2022-06-300001408057icct:AsRestatedMember2022-06-300001408057icct:AsReportedMember2022-06-300001408057icct:AdditionalWarrantsRelatedtoDownRoundMember2022-03-310001408057icct:AsRestatedMember2022-03-310001408057icct:AsReportedMember2022-03-310001408057icct:AsRestatedMember2021-01-012021-12-310001408057icct:AsRestatedMember2022-01-012022-12-310001408057srt:RestatementAdjustmentMember2021-01-012021-12-310001408057srt:RestatementAdjustmentMember2022-01-012022-12-310001408057icct:AsReportedMember2021-01-012021-12-310001408057icct:AsReportedMember2022-01-012022-12-310001408057us-gaap:RetainedEarningsMember2022-12-310001408057us-gaap:AdditionalPaidInCapitalMember2022-12-310001408057us-gaap:CommonStockMember2022-12-310001408057us-gaap:RetainedEarningsMember2022-01-012022-12-310001408057us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001408057us-gaap:CommonStockMember2022-01-012022-12-310001408057us-gaap:RetainedEarningsMember2021-12-310001408057us-gaap:AdditionalPaidInCapitalMember2021-12-310001408057us-gaap:CommonStockMember2021-12-310001408057us-gaap:RetainedEarningsMember2021-01-012021-12-310001408057us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001408057us-gaap:CommonStockMember2021-01-012021-12-3100014080572020-12-310001408057us-gaap:RetainedEarningsMember2020-12-310001408057us-gaap:AdditionalPaidInCapitalMember2020-12-310001408057us-gaap:CommonStockMember2020-12-3100014080572021-01-012021-12-3100014080572021-12-3100014080572022-12-3100014080572023-03-2200014080572022-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal Year ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number: 000-52765

iCoreConnect Inc.

(Exact name of registrant as specified in its charter)

Nevada

13-4182867

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

529 E Crown Point Road, Suite 250 Ocoee, FL 34761

(Address of principal executive offices) (Zip Code)

(888) 810-7706

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Based on the closing price of the Registrant’s Common Stock on the last business day of the Registrant’s most recently completed second fiscal quarter, which was June 30, 2022, the aggregate market value of its shares (based on a closing price of $0768 per share on June 30, 2022 as reported on the OTCQB Exchange) held by non-affiliates was approximately $9.7 million.

The number of shares outstanding of the Registrant’s Common Stock as of March 22, 2023: 193,127,726.

DOCUMENTS INCORPORATED BY REFERENCE

EXPLANATORY NOTE

On May 18, 2023, iCoreConnect, Inc. (“the Company”) management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after discussion with Company legal advisors, concluded that it is appropriate to restate the Company’s previously issued: (i) audited financial statements as of December 31, 2021 and 2022, which were included in the Company’s Annual Reports on Form 10-K, originally filed with the SEC on March 23, 2023, respectively, and (ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included in the Company’s Quarterly Reports on Form 10-Q, originally filed with the SEC on November 15, 2021, May 12, 2022, August 12, 2022, and November 14, 2022, respectively (the “Impacted Filings”).

Considering such restatements, the Company concluded that the financial statements included in the Impacted Filings should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results included in the Impacted Filings should no longer be relied upon.

Restatement Background

The restatements are related to the accounting treatment of certain warrants issued by the Company in 2021 with provisions (the “down round provisions”) that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant. The Company did not properly account for such down round provisions when the criteria for revaluation was met. The down round provisions require the Company to record a non-cash charge for the incremental fair value of the additional shares to be issued upon the occurrence of the triggering event. The Company applied ASU 2017- 11 Simplifying Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity (“ASU 201-11”) to determine the proper accounting for the errors. The incremental charges were recorded as a Dividend to Common Stockholders which increased the Net Loss Attributable to Common Stockholders and the Net Loss per share, basic and diluted. The errors and the required restatement had an effect on the Company’s net income and earnings per share in the Statement of Operations for the years ended December 31, 2022 and 2021 reporting date and had no impact on the Company’s Balance Sheets, Statement of Changes in Shareholders’ Equity (Deficit) or Statements of Cash Flows.

Management has previously concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constitute a material weakness as defined in the SEC regulations. As a result of the errors described above, and the need to restate previous filings, management has further identified deficiencies within its corporate governance practices, as the Company did not have the necessary controls in place to understand the impact on equity holders and monitor the issuance of instruments with down round features.

The Company is filing this Amendment to amend and restate the Original Financial Statement with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatements:

Part I, Item 1A, Risk Factors

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 8, Financial Statements and Supplementary Disclosures

Part II, Item 9A, Controls and Procedures

Part IV, Item 15, Exhibits to Financial Statement Schedules

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended or the Exchange Act, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2)

Except as discussed above and Note 2 in the Notes to Financial Statements, the Company has not modified or updated disclosures presented in the Amended Annual Report. Accordingly, except as set forth above, the Amended Annual Report does not reflect events occurring after the original Annual Report was issued and no modifications have been made to update those disclosures affected by subsequent events. Accordingly, this filing should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

Table of Contents

Item		Page

Part I

	Forward-Looking Statements	3
1.	Business	4
1A.	Risk Factors (As Restated)	7
1B.	Unresolved Staff Comments	12
2.	Properties	12
3.	Legal Proceedings	12
4.	Mine Safety Disclosures	12

Part II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
6.	Reserved	14
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation (As Restated)	14
7A.	Quantitative and Qualitative Disclosures About Market Risk	20
8.	Financial Statements and Supplementary Data (As Restated)	F-1
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
9A.	Controls and Procedures (As Restated)	21
9B.	Other Information	21

Part III

10.	Directors, Executive Officers and Corporate Governance	22
11.	Executive Compensation	27
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
13.	Certain Relationships and Related Transactions, and Director Independence	32
14.	Principal Accounting Fees and Services	33

Part IV

15.	Exhibits, Financial Statement Schedules (As Restated)	34
Signatures		35

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report and the documents we have filed with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference herein contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. Any statements contained, or incorporated by reference, in this Report that are not statements of historical fact may be forward-looking statements. When we use the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and other similar terms and phrases, including references to assumptions, we are identifying forward-looking statements. Forward-looking statements involve risks and uncertainties which may cause our actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements.

Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors discussed in the sections entitled “Item 1A. Risk Factors” and under the heading “Critical Accounting Policies and Estimates” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements attributable to us are expressly qualified in their entirety by the factors that may cause actual results to differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date hereof. We undertake no duty or obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in Item 1A of this document as well as in other documents we file from time to time with the SEC for an understanding of the variables that can affect our business and results of operations.

Table of Contents

PART I

Item 1. Business.

Overview

Company History

iCoreConnect Inc., (the “Company”), a Nevada Corporation, is a cloud-based software and technology company focused on increasing workflow productivity and customer profitability through its enterprise platform of applications and services.

Recent Developments

On January 5, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among the Company, FG Merger Corp., a Delaware corporation (“FGMC”), and FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC (“Merger Sub”). The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of FGMC. In connection with the Merger, FGMC will change its name to “iCoreConnect Inc.” The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.”

The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions, including the receipt of certain governmental approvals and the required approval by the stockholders of FGMC and iCoreConnect.

Prior to the Closing, (i) each vested issued and outstanding option to purchase the Company’s common stock shall be exercised into shares of the Company’s common stock (ii) each issued and outstanding warrant to purchase the Company’s common stock shall be exercised into shares of the Company’s common stock and (iii) the outstanding principal together with all accrued and unpaid interest under each convertible promissory note shall be converted into shares of the Company’s common stock.

Prior to the Closing, each share of FGMC common stock par value $0.0001 (“FGMC Common Stock”) shall be converted into shares of newly issued FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”). The FGMC Preferred Stock shall have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

·	The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC.

·	From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustments).

·	From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock, FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof.

·	FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock.

·	In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock.

·	After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed 140% of the Conversion Price (as defined in the Merger Agreement) then in effect, then (i) each outstanding share of FGMC Preferred Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment. At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash.

·	Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment.

·	Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash.

The aggregate consideration to be received by the Company’s stockholders is based on a pre-transaction equity value of $98,000,000 (subject to usual and customary working capital adjustments and any adjustments to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of FGMC Common Stock, occurring prior to the Closing date). In accordance with the terms and subject to the conditions of the Merger Agreement, immediately prior to the effective time of the Closing each share of issued and outstanding the Company’s common stock, shall be converted into a number of shares of FGMC Common Stock, based on the Exchange Ratio (as defined in the Merger Agreement).

Table of Contents

Software as a Service (SaaS) Offerings

The Company currently markets secure Health Insurance Portability and Accountability Act (HIPAA) compliant cloud-based software as a service (SaaS) offering under the names of iCoreRx, iCorePDMP, iCoreEPCS, iCoreVerify, iCoreVerify+, iCoreHuddle, iCoreHuddle+, iCoreCodeGenius, iCoreExchange, iCoreCloud, iCorePay, iCoreSecure, and iCoreIT. The Company’s software is sold under annual recurring revenue subscriptions.

iCoreRx - iCoreRx is a HIPAA compliant electronic prescription SaaS solution that integrates with popular practice management and electronic health record systems. It saves time by selecting exact medications at available doses with built-in support from a drug directory and provides full support for Electronic Prescriptions for Controlled Substances (iCoreEPCS). It protects both the patient and provider by viewing the patient’s complete medication history. It also speeds up the process by allowing the doctor to create a “favorites” list for commonly used medication sets. iCorePDMP is an add-on for iCoreRx that seamlessly integrates with state databases to automate prescription drug monitoring. Providers in many states are required to check the patient’s Prescription Drug Monitoring Program (PDMP) history before prescribing controlled substances. This service provides one-click real-time access to the state databases without the need to manually enter data. This tool also generates patient risk scores and an interactive visualization of usage patterns to help the prescriber identify potential risk factors. The prescriber can then use this report to make decisions on objective insight into potential drug misuse or abuse which will ultimately lead to improved patient safety and better patient outcomes.

iCoreVerify and iCoreVerify+ - iCoreVerify is a HIPAA compliant SaaS solution that automatically retrieves a patients insurance eligibility breakdown to verify their benefits seven (7) days in advance of their appointment and on-demand using iCoreConnect’s real time technology. Automation runs daily to verify insurance every patient on the schedule a full week in advance of their appointment date. The system returns results typically in less than one second for most responses. This substantially reduces the phone calls and labor hours for the practice. This tool integrates with most popular practice management systems. iCoreVerify+ adds a unique add-on service that augments iCoreConnect’s automation with a concierge service that turns around requests traditionally in less than 24 hours. It includes all carriers including non-digital ones and is customized to the client's specialty.

iCoreHuddle and iCoreHuddle+ - iCoreHuddle is a powerful HIPAA compliant SaaS solution to instantly reveal the revenue potential of each patient. This product is currently limited to dental practices. The service connects to most popular practice management and electronic health record systems to optimize revenue realization. It provides the practice with a dashboard containing various metrics, analytics, and key performance indicators (“KPIs”). iCoreHuddle provides a daily view of patient schedules, including their outstanding balances, unscheduled treatment plans, recall information, procedure information and the amount of remaining insurance benefits. The software also provides one-click access to each patient’s insurance eligibility, including a detailed benefits and deductibles report. This tool aims to increase the workflow efficiency of the dentist’s practice by reducing the number of required lookups and clicks for each patient. iCoreHuddle+ offers enhanced analytical tools for practices to optimize their revenue generation process and workflows.

iCoreCodeGenius - iCoreCodeGenius is a medical coding reference SaaS solution that provides the coding standards for the 10th revision of the International Classification of Diseases and Related Health Problems (ICD-10), a medical classification list published by the World Health Organization (WHO). It contains codes for diseases, signs and symptoms, abnormal findings, complaints, social circumstances, and external causes of injury and diseases.

iCoreCodeGenius includes a full ICD-10 code lookup and guidance, automatic prompting of comorbidities and Hierarchical Condition Category’s (HCC) to aid in obtaining the appropriate reimbursement with a high degree of accuracy, and the ability to reduce or eliminate queries and denials.

iCoreExchange - iCoreExchange provides a secure, HIPAA compliant SaaS email solution using the direct protocol that allows doctors to send and receive secure email with attachments to and from other healthcare professionals in the network. iCoreExchange also provides a secure email mechanism to communicate with users outside the exchange e.g., patients and referrals. Users have the ability to build a community, access other communities and increase referrals and collaboration. Users can email standard office documents, JPEG, PDF as well as patient files with discrete data, which can then be imported and accessed on most Electronic Health Record (EHR) and Practice Management (PM) systems in a HIPAA compliant manner.

iCoreCloud - iCoreCloud offers customers the ability to backup their on-premise servers and computers to the cloud. iCoreCloud is a fully HIPAA compliant and automated backup solution. The data backed up is encrypted both in transit and while at rest. In case of full data loss, the mirrored data in the cloud can be seamlessly restored back to the practice on a new computer or a server. The data is stored encrypted in HIPAA compliant data centers with multiple layers of redundancy. The data centers are physically secure with restricted personnel and biometric access. The locations are also guarded by security 24 hours a day, 365 days a year.

iCorePay - iCorePay offers a seamless patient payment processing solutions for customers. iCorePay integrates into the practice workflow for payment and revenue cycle tracking.

iCoreSecure -We used our expertise and development capabilities from our HIPAA compliant iCoreExchange and developed iCoreSecure, an encrypted email solution for anyone that needs encrypted email to protect personal and financial data. iCoreSecure is a secure SaaS solution that solves privacy concerns in the insurance, real estate, financial and many other industry sectors that have a need for secure encrypted email.

iCoreIT - The trend in IT Services companies for over a decade has been to move away from a “Break/Fix '' model to a “Managed Service Provider (MSP)” and “Managed Software as a Service (MSaaS)” model with recurring revenue.

Managed IT Services (MSP and MSaaS)

The MSP/MSaaS approach, by using preventative measures, keeps computers and networks up and running while data is accessible and safeguarded. Installation of critical patches and updates to virus protection are automated. Systems are monitored and backed up in real-time. They are fixed or upgraded before they cause a service disruption. A Unified Threat Management solution is deployed to protect against virus, malware, SPAM, phishing and ransomware attacks. Remote technical support is a click away. All support is delivered at a predictable monthly cost.

By leveraging managed services with our expertise in cloud computing, our customers can scale their business without extensive capital investment or disruption in services.

Table of Contents

The Company believes it is well positioned to address the growing need for managed services:

	·	Our current and future customers need managed IT services, along with cloud computing, storage and HIPAA compliant backup and encryption;
	·	Managed service providers that can support the migration to cloud computing are in high demand;
	·	The decision makers for our current technology and those for managed services are, in many cases, the same person or group of people;
	·	Our management team has decades of experience operating successful IT companies; and the MSP revenue model matches our SaaS and MSaaS MRR (monthly recurring revenue) models.

Competition - The Company experiences competition from a variety of sources with respect to virtually all of its products and services. The Company knows of no single entity that competes with it across the full range of its products and services; however, each of the lines of business in which the Company is engaged is highly competitive. Competition in the markets served is based on several considerations, which may include price, technology, applications, experience, know-how, reputation, service, and distribution. While we believe we offer a unique combination of products and services, a few competitors offer one or more similar products and services in one or more of our niche markets.

Competitive Strengths

The key advantages of our products and services include:

1. Secure, private, scalable, and reliable.

Our services have been designed to provide our customers with privacy and high levels of performance, reliability, and security. We have built, and continue to invest in, a comprehensive security infrastructure, including firewalls, intrusion detection systems, and encryption for transmission over the Internet, which we monitor and test on a regular basis. We have designed, built, and continue to maintain a multi-tenant application architecture that has been designed to enable our service to scale securely, reliably and cost effectively. Our multi-tenant application architecture maintains the integrity and separation of customer data while still permitting all customers to use the same application functionality simultaneously.

2. Rapid deployment and lower total cost of ownership.

Our services can be deployed rapidly since our customers do not have to spend time procuring, installing, or maintaining the servers, storage, networking equipment, security products or other hardware and software. We enable customers to achieve up-front savings relative to the traditional enterprise software model. Customers benefit from the predictability of their future costs since they generally pay for the service on a per subscriber basis for the term of the subscription contract.

3. High levels of user adoption.

We have designed our products and services to be intuitive and easy to use. Our products and services contain many tools and features recognizable to users of popular consumer web services, so users have a more familiar user experience than typical EHR applications. As a result, our users can often use and gain benefit from our solutions with minimal training. We have also designed our products and services to be used on popular mobile devices, making it possible for people to conduct business from their smartphones or tablets.

Competitive Strategy

Key elements of our strategy include:

1. Extending existing service offerings. We continue to innovate based on customer feedback and have designed our solutions to easily accommodate new features and functionality, especially in underserved areas of compliance and improved workflow/profitability for dental and physician practices. We continually look to improve our products and services by adding new features, functions and increased security through our own development, acquisitions, and partnerships.

2. Expanding existing customer relationships. We see significant opportunities to deepen our relationships with our existing customers. As our customers realize the benefits of our products and services, we aim to provide additional value-added products and services.

3. Expanding into new horizontal markets. As part of our growth strategy, we are delivering innovative solutions in new categories, including analytics, claims coding, billing processing, and electronic prescribing. We drive innovation both organically and through acquisitions.

4. Extending go to market capabilities. We believe that our offerings provide significant value for businesses of any size. We continue to pursue businesses of all sizes and industries through our direct sales force and partnerships. In the past several years we have competed and won over 90 major healthcare association endorsements in 26 states. We plan to increase the number of direct sales professionals we employ and intend to develop additional distribution channels for our products and services.

Table of Contents

In addition to the key elements of our business strategy described above, from time to time, we evaluate opportunities to acquire or invest in complementary businesses, services and technologies, and intellectual property rights.

Customers

We had no significant customers (greater than 10% of total revenue) for the years ended December 31, 2022 and 2021, respectively. Customer concentration is not significant as the Company has a large number of individual customers. In addition, concentration is reduced by the number of new customers generated through the acquisitions during 2021, as well as through organic growth in both the number of customers and number of services being purchased by new and existing customers. We had accounts receivable concentration with one customer representing 31% of total accounts receivables outstanding as of December 31, 2022 and one customer that represented 33% of accounts receivable outstanding as of December 31, 2021.

Intellectual Property

Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we currently rely on a combination of trade secrets, including know-how, employee and third-party nondisclosure agreements, and other contractual rights to establish and protect our proprietary rights in our technology. We do not currently own any patents or trademarks.

Government Regulations

We are not currently subject to direct regulation by any government agency, other than regulations applicable to businesses generally, and there are currently few laws or regulations directly applicable to the access of or commerce on the Internet. However, it is possible that a number of laws and regulations will be adopted with respect to the Internet, covering issues such as user privacy, pricing, characteristics, e-mail marketing and quality of products and services. Such laws and regulations could dampen the growth and use of the Internet generally and decrease the acceptance of the Internet as a communication and commercial medium and could thereby have a material adverse effect on our business, results of operations and financial condition.

EMPLOYEES

As of December 31, 2022 the Company had 44 employees of which 41 were full-time employees.

AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports are filed with the SEC pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC. Such reports and other information that we file with the SEC are available free of charge on our website at https://www.icoreconnect.com/sec-filings when such reports are available on the SEC website. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the foregoing references to the URLs for these websites are intended to be textual references only.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. Before purchasing our common stock, you should carefully consider the following risk factors as well as all other information contained in this Report, including our financial statements and the related notes. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business

Our business is difficult to evaluate because we have a limited operating history.

Because we have a limited operating and revenue generating history, we do not have significant historical financial information on which to base planned revenues and operating expenses. Revenues for the years ended December 31, 2022 and December 31, 2021, were $7,987,902 and $4,956,552, respectively. We expect to experience fluctuations in future quarterly and annual operating results that may be caused by many factors, including: merger and acquisition activity; our ability to achieve significant sales for our products and services; the cost of technology, software and other costs associated with the production and distribution of our products and services; the size and rate of growth of the market for Internet products and online content and services; the potential introduction by others of products that are competitive with our products; the unpredictable nature of online businesses and e-commerce in general; and the general economic conditions in the United States and worldwide.

Table of Contents

Investors should evaluate us considering the delays, expenses, problems and uncertainties frequently encountered by companies developing markets for new products, services and technologies. We may never overcome these obstacles.

Under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), we could face potential liability related to the privacy of health information we obtain.

Most health care providers, from which we may obtain patient information, are subject to privacy regulations promulgated under the Health Insurance Portability and Accountability Act of 1996, or HIPAA. Although we are not directly regulated by HIPAA, we could face substantial criminal penalties if we knowingly receive individually identifiable health information from a health care provider that has not satisfied HIPAA’s disclosure standards. Further, we may face civil liability if our HIPAA compliant system fails to satisfy its disclosure standards. Claims that we have violated individuals’ privacy rights or breached our contractual obligations, even if we are not found liable, could be expensive and time consuming to defend and could result in adverse publicity that could harm our business.

We believe that we meet the HIPAA requirements currently in effect that are applicable to our internal operations and our clients. However, if we are unable to deliver application solutions that achieve or maintain compliance with the applicable HIPAA rules in effect, or as they may be modified or implemented in the future, then customers may move their businesses to application solution providers whose systems are, or will be, HIPAA compliant. As a result, our business could suffer.

If our security measures or those of our third-party data center hosting facilities, cloud computing platform providers, or third-party service partners, are breached, and unauthorized access is obtained to a customer’s data, our data or our IT systems, our services may be perceived as not being secure, customers may curtail or stop using our services, and we may incur significant legal and financial exposure and liabilities.

Our services involve the storage and transmission of our customers’ patient’s health and other sensitive data, including personally identifiable information. Security breaches could expose us to a risk of loss of this information, litigation and possible liability. While we have security measures in place, they may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise and result in someone obtaining unauthorized access to our IT systems, our customers’ data or our data, including our intellectual property and other confidential business information. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as usernames, passwords or other information in order to gain access to our customers’ data, our data or our IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our customers may authorize third-party technology providers to access their customer data, and some of our customers may not have adequate security measures in place to protect their data that is stored on our services. Because we do not control our customers or third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to our systems and supporting services. Any security breach could result in a loss of confidence in the security of our software, damage our reputation, negatively impact our future sales, disrupt our business and lead to legal liability.

Our ability to deliver our software is dependent on the development and maintenance of the infrastructure of the Internet by third parties.

The Internet’s infrastructure is comprised of many different networks and services that are highly fragmented and distributed by design. This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names (ICANN) and the Internet Assigned Numbers Authority (IANA), now under the stewardship of ICANN.

Even though the Internet has never experienced an outage, some providers to portions of its infrastructure have experienced outages and other delays as a result of damages, denial of service attacks or related cyber incidents, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage or result in fragmentation of the Internet, resulting in multiple separate Internets. These scenarios are not under our control and could reduce the availability of the Internet to us or our customers for delivery of our Internet-based services. Any resulting interruptions in our services or the ability of our customers to access our services could result in a loss of potential or existing customers and harm our business.

Table of Contents

Our business may not succeed if we are unable to keep pace with rapid technological changes.

Our services and products are impacted by rapidly changing technology, evolving industry standards, emerging competition and frequent new use, software and other product introductions. There can be no assurance that we can successfully identify new business opportunities or develop and bring new services or products to market in a timely and cost-effective manner, or those services, products or technologies developed by others will not render our services or products non-competitive or obsolete. In addition, there can be no assurance that our services, products or enhancements will achieve or sustain market acceptance or be able to address compatibility, interoperability or other issues raised by technological changes or new industry standards.

If we suffer system failures or overloading of computer systems, our business and prospects could be harmed. The success of our online offerings is highly dependent on the efficient and uninterrupted operation of our computer and communications hardware systems. Fire, floods, earthquakes, power fluctuations, telecommunications failures, hardware “crashes,” software failures caused by “bugs” or other causes, and similar events could damage or cause interruptions in our systems. Computer viruses, electronic break-ins or other similar disruptive problems could also adversely affect our websites. If our systems, or the systems of any of the websites on which we advertise or with which we have material marketing agreements, are affected by any of these occurrences, our business, results of operations and financial condition could be materially and adversely affected.

The establishment of our brand is important to our future success.

Establishing and maintaining a brand name and recognition is critical for attracting and expanding our client base. The promotion and enhancement of our name depends on the effectiveness of our marketing and advertising efforts and on our success in continuing to provide high-quality services, neither of which can be assured. If our brand marketing efforts are unsuccessful, our business could fail.

Our business could suffer if we are unable to protect our intellectual property rights or are liable for infringing the intellectual property rights of others.

We have certain trade secrets and other similar intellectual property which are significant to our success, and we rely upon related law, trade secret protection, and other confidentiality and license agreements with our employees, strategic partners, and others to protect our proprietary rights to the extent such protection is available and enforceable. Such protection has only limited effectiveness. The development of the Internet has also increased the ease with which third parties can distribute our copyrighted material without our authorization.

We may seek to pursue the registration of trademarks, trade dress and trade secrets in the United States and, based upon anticipated use, in certain other countries. We may not be entitled to the benefits of any such registration for an extended period due to the cost and delay in effecting such registration. In addition, effective trademark and trade secret protection may not be available in every country in which our products are available. We expect that we may license, in the future, elements of our trademarks, trade dress and other similar proprietary rights to third parties. Further, we may be subject to claims in the ordinary course of our business, including claims of alleged infringement of the trademarks and intellectual property rights of third parties by us and our licensees.

Other parties may assert claims of infringement of intellectual property or other proprietary rights against us. These claims, even if without merit, could require us to expend significant financial and managerial resources. Furthermore, if claims like this were successful, we might be required to change our trademarks, alter our content or pay financial damages, any of which could substantially increase our operating expenses. We also may be required to obtain licenses from others to refine, develop, market and deliver new services. We may be unable to obtain any needed license on commercially reasonable terms or at all, and rights granted under any licenses may not be valid and enforceable.

Our success will be limited if we are unable to attract, retain and motivate highly skilled personnel.

Our future success will depend on our ability to attract, retain and motivate highly skilled programming, management, sales and other key personnel. Competition for such personnel is intense in the Internet industry, and we may be unable to successfully attract, integrate or retain sufficiently qualified personnel. In addition, our ability to generate revenues relates directly to our personnel in terms of both the numbers and expertise of the personnel we have available to work on our projects. Moreover, competition for qualified employees may require us to increase our cash or equity compensation, which may have an adverse effect on earnings.

We are also dependent on the services of our executive officers and key consultants and independent agents. There can be no assurance, however, that we can obtain executives of comparable expertise and commitment in the event of death, or that our business would not suffer material adverse effects as the result of a death, disability or voluntary departure of any such executive officer. Further, the loss of the services of any one or more of our key employees or consultants could have a materially adverse effect on our business and our financial condition. In addition, we will also need to attract and retain other highly skilled technical and managerial personnel for whom competition is intense. If we are unable to do so, our business, results of operations and financial condition could be materially adversely affected.

Table of Contents

Any system failure or slowdown could significantly harm our reputation and damage our business.

System failures would harm our reputation and reduce our attractiveness to customers. In addition, the users of the services we maintain for our customers depend on Internet service providers, online service providers and other web site operators for access to our web sites. Some of these providers and operators have experienced significant outages in the past, and they could experience outages, delays and other difficulties due to system failures unrelated to our systems.

We compete in a highly competitive market and many of our competitors have greater financial resources and established relationships with major corporate customers.

Our future profitability depends on our ability to compete successfully by continuing to differentiate our products and services from the products and services of our competitors. If one or more of our competitors begins to offer integrated, Internet Based, HIPAA Compliant healthcare information collaboration solutions, there may be a material adverse effect on our business, financial condition or operating results. We believe that our ability to compete successfully depends on a number of factors, including: our ability to produce products that are superior in quality to that of our competitors and get those products and services to market quickly; our ability to deliver our products and services at a price that remains competitive with that of our competitors; our ability to respond promptly and effectively to the challenges of technological change, evolving standards, and our competitors’ innovations; the scope of our products and services and the rate at which we and our competitors introduce them; customer service and satisfaction; and industry and general economic trends.

Regulatory developments in the future related to the Internet could create a legal uncertainty; such developments could materially harm our business.

We are vulnerable to changes in general economic conditions.

We are affected by certain economic factors that are beyond our control, including changes in the overall economic environment and systemic events such as the Covid-19 Pandemic which impact our operations as well as our customers.

Legal proceedings could lead to unexpected losses.

From time to time during the normal course of carrying on our business, we may be a party to various legal proceedings through private actions, class actions, administrative proceedings, regulatory actions or other litigations or proceedings. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. In the event that management determines that the likelihood of an adverse judgment in a pending litigation is probable and that the exposure can be reasonably estimated, appropriate reserves are recorded at that time pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 450, “Contingencies.” The final outcome of any litigation could adversely affect operating results if the actual settlement amount exceeds established reserves and insurance coverage.

We have identified material weaknesses in internal control over financial reporting. If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial fraud.

As of December 31, 2022, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were not effective due to a material weakness related to our accounting for complex financial instruments and related to our inability to adequately segregate responsibilities over the financial reporting process. Management has further identified deficiencies within its corporate governance practices, as the Company did not have the necessary controls in place to understand the impact on equity holders and monitor the issuance of instruments with down round features. In addition, in the future management’s assessment of internal controls over financial reporting and corporate governance may identify additional weaknesses and conditions that need to be addressed or other potential matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over corporate governance, financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

Table of Contents

We may engage in merger and acquisition activity from time to time and may not achieve the contemplated benefits from such activity.

We have engaged in recent merger and acquisition activity. Achieving the contemplated benefits from such activity may be subject to a number of significant challenges and uncertainties, including integration issues, coordination between geographically separate organizations, and competitive factors in the marketplace. We could also encounter unforeseen transaction and integration-related costs or other circumstances such as unforeseen liabilities or other issues. Any of these circumstances could result in increased costs, decreased revenue, decreased synergies and the diversion of management time and attention. If we are unable to achieve our objectives within the anticipated time frame, or at all, the expected benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on our business, financial condition and results of operations, or cash flows. Any of these risks could harm our business. In addition, to facilitate these acquisitions or investments, we may seek additional equity or debt financing, which may not be available on terms favorable to us or at all, which may affect our ability to complete subsequent acquisitions or investments, and which may affect the risks of owning our common stock.

A system failure or breach of system or network security could delay or interrupt services to our customers or subject us to significant liability.

We have implemented security measures such as firewalls, virus protection, intrusion detection and access controls to address the risk of computer viruses and unauthorized access. However, there can be no assurances that any of these efforts will be adequate to prevent a system failure, accident or security breach, any of which could result in a material disruption to our business. In addition, substantial costs may be incurred to remedy the damages caused by any such disruptions.

Our software may not operate properly, which could damage its reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm its business and operating results.

Software development is time-consuming, expensive, and complex. Unforeseen difficulties can arise. We may encounter technical obstacles, and it is possible that we discover additional problems that prevent our applications from operating properly. If our systems do not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us. This could damage our reputation and impair its ability to attract or retain clients.

Information services as complex as those we offer have in the past contained, and may in the future develop or contain, undetected defects, vulnerabilities, or errors. We cannot assure that material performance problems or defects in our services will not arise in the future. Errors may result from sources beyond our control, including the receipt, entry, or interpretation of patient information; interface of our services with legacy systems that we did not develop; or errors in data provided by third parties. It is challenging for us to test our software for all potential problems because it is difficult to simulate the wide variety of computing environments or treatment methodologies that its clients may deploy or rely upon. Therefore, despite testing, defects or errors may arise in our existing or new software or service processes following introduction to the market.

In light of this, defects, vulnerabilities, and errors and any failure by us to identify and address them could result in loss of revenue or market share; liability to clients, their patients, or others; failure to achieve market acceptance or expansion; diversion of development and management resources; delays in the introduction of new services; injury to our reputation; and increased service and maintenance costs. Defects, vulnerabilities, or errors in our software and service processes might discourage existing or potential clients from purchasing services from us. Correction of defects, vulnerabilities, or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects, vulnerabilities, or errors or in responding to resulting claims or liability may be substantial and could adversely affect our operating results.

If our services fail to provide accurate and timely information, or if its content or any other element of any of its services is associated with faulty clinical decisions or treatment, we could have liability to clients, clinicians, or patients, which could adversely affect its results of operations.

Some of our software, content, and services are used to support clinical decision-making by providers and deliver information about patient medical histories, treatment plans, medical conditions, and the use of particular medications. If our software, content, or services fail to provide accurate and timely information or it is associated with faulty clinical decisions or treatment, then clients, clinicians, or their patients could assert claims against it that could result in substantial costs to us, harm our reputation in the industry, and cause demand for our services to decline.

Our iCoreRX service provide healthcare professionals with access to clinical information, including information regarding particular medical conditions and the use of particular medications. If our content, or content we obtain from third parties, contains inaccuracies, or we introduce inaccuracies in the process of implementing third-party content, it is possible that patients, physicians, consumers, the providers of the third-party content, or others may sue us if they are harmed as a result of such inaccuracies. We cannot assure that our quality control procedures will be sufficient to ensure that there are no errors or omissions in particular content.

The assertion of such claims and ensuing litigation, regardless of its outcome, could result in substantial cost to us, divert management’s attention from operations, damage our reputation, and decrease market acceptance of our services. We attempt to limit by contract our liability for damages and requires that our clients assume responsibility for medical care. Despite these precautions, the allocations of responsibility and limitations of liability set forth in our contracts may not be enforceable, be binding upon patients, or otherwise protect us from liability for damages. Furthermore, general liability and errors and omissions insurance coverage may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims against us. In addition, the insurer might disclaim coverage as to any future claim. One or more large claims could exceed our available insurance coverage. If any of these risks occur, they could materially adversely affect our business, financial condition, or results of operations.

Because we generally recognize revenues from our subscription service over the subscription term, a decrease in new subscriptions or renewals during a reporting period may not be immediately reflected in our operating results for that period.

We generally recognize revenues from customers ratably over the terms of their subscriptions. Net new annual contract value from new subscriptions, expanded contracts and contract renewals entered into during a period can generally be expected to generate revenues for the duration of the subscription term. As a result, a small portion of the revenues we report in each period are derived from the recognition of deferred revenues relating to subscriptions entered into during previous periods. Consequently, a decrease in new or renewed subscriptions in any single reporting period will have a limited impact on our revenues for that period. In addition, our ability to adjust our cost structure in the event of a decrease in new or renewed subscriptions may be limited.

Further, a decline in new subscriptions, expanded contracts or renewals in a given period may not be fully reflected in our revenues for that period, but they will negatively affect our revenues in future periods. Accordingly, the effect of significant downturns in sales and market acceptance of our services, and changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenues through additional sales in any period, as revenues from new customers are generally recognized over the applicable subscription term. Additionally, due to the complexity of certain customer contracts, the actual revenue recognition treatment required under Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers (“Topic 606”)” depends on contract-specific terms and may result in greater variability in revenues from period to period. In addition, a decrease in new subscriptions, expansion contracts or renewals in a reporting period may not have an immediate impact on billings for that period due to factors that may offset the decrease, such as an increase in billings duration, the dollar value of contracts with future start dates, or the dollar value of collections in the current period related to contracts with future start dates.

Table of Contents

The COVID-19 pandemic could continue to materially adversely affect our business, financial condition, results of operations, cash flows and day-to-day operations.

The outbreak of COVID-19, a novel strain of coronavirus first identified in China, which has spread across the globe including the U.S., has had an adverse impact on our operations and financial condition. The response to this coronavirus by federal, state and local governments in the U.S. has resulted in significant market and business disruptions across many industries and affecting businesses of all sizes. This pandemic has also caused significant stock market volatility and further tightened capital access for most businesses. Given that the COVID-19 pandemic and its disruptions are of an unknown duration, they could have an adverse effect on our liquidity and profitability.

As a result of these events, we assessed our near-term operations, working capital, finances and capital formation opportunities, and implemented, in late March 2020, a downsizing of our operations to preserve cash resources and focus our operations on client-centric sales and project management activities. The pandemic and its effects resulted in significant impact on our customers operations, specifically medical and dental practices ability to operate. Other factors related to this coronavirus that could negatively impact our ability to continue operations include the market demand for our products and services, our ability to service the needs of our clients and prospects, potential contract cancellations, project scope reductions and project delays, our ability to fulfill our current backlog, and the ability of our vendors to continue to provide us with product to fulfill our customers’ orders. In light of these extenuating circumstances, there is no assurance that we will be successful in growing and maintaining our business with our clients. If our clients or prospects are unable to obtain project financing and we are unable to increase revenues, or otherwise generate cash flows from operations, we will not be able to successfully execute on the various strategies and initiatives we have set forth in this Report to grow our business.

The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues, its effect on the demand for our products and our supply chain, the effect of governmental regulations imposed in response to the pandemic, as well as uncertainty regarding all of the foregoing. We cannot at this time predict the full impact of the COVID-19 pandemic, but it could have a larger material adverse effect on our business, financial condition, results of operations and cash flows beyond what is discussed within this Report.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company operates from a 7,650 square foot headquarters located in Ocoee, Florida which has been leased on a six year and one month lease beginning January 2022, with an optional five-year renewal term. This office replaces its 4,100 square foot office located in Winter Garden, Florida which was leased by the Company through May 31, 2022. The Company also operates from a 2,100 square foot office space in Concord, NC which is leased by the Company through August 31, 2023. The Company also operates from a 630 square foot office space in Scottsdale, AZ which is leased by the Company to May 12, 2023.

Item 3. Legal Proceedings

On August 18, 2021, iCoreConnect received a Notice of Disposition of Collateral under section 9-611 of the Uniform Commercial Code (“UCC”) (Arizona Revised Statutes 47-611) purporting to set a foreclosure sale, under the UCC, of its assets that were previously pledged as security to Sonoran Pacific Resources, LLP, an Arizona limited liability partnership (“SPR”) and Jerry Smith (“Smith”) (collectively, the “lender”). On August 24, 2021, iCoreConnect received a default notice from the lender asserting that iCoreConnect was obligated to pay $863,274. The lender alleged that it had made certain loans and other financial accommodations in the form of guaranties to iCoreConnect beginning approximately in March of 2009 that was secured by all of the assets of iCoreConnect. iCoreConnect initiated an investigation into the matter and concluded that it had repaid all of the loans and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. iCoreConnect then retained Arizona counsel to prepare an Emergency Application for Temporary Restraining Order and Preliminary Injunction against the lender in order to stop the foreclosure sale.

On November 1, 2022, iCoreConnect entered into a settlement agreement and release (the “Settlement Agreement”) with SPR and Smith in connection with the above litigation. In order to resolve all matters subject to the dispute, the Settlement Agreement provided that on, or before, the 60^th day following the effective date of the Settlement Agreement, which was November 1, 2022 (such 60^th day, the “Payment Date”), iCoreConnect shall redeem, and/or or iCoreConnect’s designees shall acquire, a total of 9,000,000 shares of iCoreConnect Common Stock from SPR and certain shareholders or affiliates of SPR at a purchase price of $0.08 per share. The Settlement Agreement further provided that in addition to the purchase of the foregoing 9,000,000 shares, iCoreConnect or its designee will have the option, but not the obligation, to acquire or redeem any or all of the remaining 5,401,887 shares held by certain shareholders or affiliates of SPR on, or before, the Payment Date, at the cost of $0.08 per share. In connection with the dispute, iCoreConnect had previously posted a cash bond of $200,000 with the court. Pursuant to the Settlement Agreement, $100,000 was released to SPR upon execution of the Settlement Agreement, which amount will be credited toward the payment of the 9,000,000 shares described above. The foregoing share purchase obligation was satisfied on December 30, 2022. Upon the payment for the shares, the remaining $100,000 of the bond was released to SPR in consideration for the release of all claims and liens and the dismissal of the litigation. Upon iCoreConnect’s compliance with the above share repurchase obligations, J.D. Smith, the son of Jerry Smith, resigned as a director and chairman of Board of Directors. The Settlement Agreement provides that upon the performance of each of the parties of their obligations thereunder, SPR and Smith, on the one hand, and iCoreConnect, on the other hand, each agrees to a complete release of the other party or parties. The Settlement Agreement was fully completed on December 30, 2022 and a full release received from the courts.

On June 15, 2021, the Company received a Complaint filed with the Circuit Court of the Ninth Judicial Circuit for Orange County, Florida. The Complaint alleges a breach of a previously entered into 2018 Settlement Agreement for which payments have not been made. The Complainant agreed to begin arbitration on August 31, 2021. Upon completion of arbitration in October 2022 the Complainant was awarded an Interim Award of Arbitration in the amount of $270,020 which excluded any interest and fee. Subsequent to year end, in February 2023, a final Arbitration award in the amount of $523,415 was issued which includes interest and fees.

On February 21, 2023, the Company received a notice under section 21 of Indian Arbitration and Conciliation Act, 1996 related to a dispute pursuant to a contract between the Company and a service provider, pursuant to which the service provider has asserted the Company has violated the terms of the contract and has claimed damages of approximately $635,000. The Company is evaluating the claims asserted against it and intends to defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

Item 4. Mine Safety Disclosures.

Not applicable.

Table of Contents

PART II

Market Information

Our common stock is quoted on OTC Link (previously “Pink Sheets”) operated by OTC Markets Group Inc. (“OTC Link”) and was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3) under the symbol “ICCT”.

Holders

As of December 31, 2022, there were 547 holders of record of our common stock, with 181,320,528 shares of our common stock issued and outstanding.

Dividend Policy

The Company has otherwise not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future.

Sale of Unregistered Securities

During the quarter ended December 31, 2022 the Company issued 1,000,000 shares of common stock at $0.10 per share to an accredited investor. The issuance was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds were used by the Company for working capital purposes.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On November 1, 2022, the Company entered into a settlement agreement and release (the “Settlement Agreement”) with Sonoran Pacific Resources, LLP, an Arizona limited liability partnership (“SPR”) and Jerry Smith (“Smith”) in connection with certain ongoing litigation. The Settlement Agreement, which was a result of mediation between the parties, relates to (i) claims made by SPR and Smith that the Company owed the parties certain amounts, (ii) a Notice of Disposition of Collateral under section 9-611 of the Uniform Commercial Code (“UCC”) purporting to set a foreclosure sale, under the UCC, of the Company’s assets that were previously pledged as security in connection with the amounts owed, and (iii) claims and counterclaims by the parties of breach of contract.

In order to resolve all matters subject to the dispute, the Settlement Agreement provided that on, or before, the 60th day following the effective date of the Settlement Agreement, which was November 1, 2022 (such 60th day, the “Payment Date”), the Company shall redeem, and/or or the Company’s designees shall acquire, a total of 9,000,000 shares of the Company’s common stock from SPR and certain shareholders or affiliates of SPR at a purchase price of $0.08 per share.

SPR and certain shareholders or affiliates of SPR assert that they hold an aggregate of 14,401,887 shares of Company common stock. The Settlement Agreement further provides that in addition to the purchase of the foregoing 9,000,000 shares, the Company or its designee will have the option, but not the obligation, to acquire or redeem any or all of the remaining 5,401,887 shares held by certain shareholders or affiliates of SPR on, or before, the Payment Date, at the cost of $0.08 per share.

On December 30, 2022, the Company purchased 1,250,000 shares of Company common stock from SPR and certain shareholders or affiliates of SPR for $0.08 per share.

Except as set forth above, we did not repurchase any of our equity securities during the year ended December 31, 2022.

Table of Contents

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated).

The following discussion of our restated financial condition and results of operations should be read in conjunction with our financial statements and the notes to those financial statements included elsewhere in this annual report. The financial statements for the years ended December 31, 2022 and 2021 were restated to reflect the triggering events of the down round provisions of certain warrants. This discussion contains forward-looking statements, which are based on our assumptions about the future of our business. Our actual results will likely differ materially from those contained in the forward-looking statements. Please read “Cautionary Note Regarding Forward-Looking Statements” included at the beginning of this annual report for additional information.

About the Company

During 2022 we developed our newest product iCoreVerify+.

iCoreVerify+ - iCoreVerify+ adds a unique add-on service to iCoreVerify that augments iCoreConnect’s automation with a concierge service that turns around special requests in less than 24 hours. It includes all carriers including non-digital ones and is customized to the client's specialty.

Table of Contents

SaaS Offerings

The Company currently markets secure Health Insurance Portability and Accountability Act (HIPAA) compliant cloud-based software as a service (SaaS) offering under the names of iCoreRx, iCorePDMP, iCoreEPCS, iCoreVerify, iCoreHuddle, iCoreHuddle+, iCoreCodeGenius, iCoreExchange, iCoreCloud, iCorePay, iCoreSecure, and iCoreIT. The Company’s software is sold under annual recurring revenue subscriptions.

Managed IT Services (MSP and MSaaS)

The trend in IT Services companies for over a decade has been to move away from a “Break/Fix '' model to a “Managed Service Provider (MSP)” model with recurring revenue. TrinIT was an early adopter operating in the MSP and MSaaS market.

The decision makers for our current technology and those for managed services are, in many cases, the same person or group of people; Our management team has decades of experience operating successful IT companies; and the MSP revenue model matches our SaaS, MSaaS MRR (monthly recurring revenue) models.

Financing

We are currently funding our business capital requirements through revenues from product sales and services and sales of our Common Stock and debt arrangements. While we intend to seek additional funding, if revenue increases to a point where we are able to sustain ourselves and increase our budget to match our growth needs, we may significantly reduce the amount of investment capital we seek. The amount of funds raised, and revenue generated, if any, will determine how aggressively we can grow and what additional projects we will be able to undertake. No assurance can be given that we will be able to raise additional capital when needed or at all, or that such capital, if available, will be on terms acceptable to us. If we are unable to, or do not raise additional capital in the near future or if our revenue does not begin to grow as we expect, we will have to curtail our spending and downsize our operations.

Table of Contents

Critical Accounting Policies and Estimates

Our financial statements, which were prepared in accordance with generally accepted accounting principles as recognized in the United States of America. The preparation of these financial statements required that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and the disclosure of contingent assets and liabilities. We based our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

We have 6 primary sources of revenue as of December 31, 2022:

	1.	Electronic Prescription Software
	2.	Insurance Verifications
	3.	ICD-10 Medical Coding Software
	4.	Encrypted and HIPAA Compliant Secure email
	5.	Analytics
	6.	MSaaS software

1) Electronic Prescription software services are provided an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

2) Insurance verification services are provided on an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

3) ICD-10 Medical Coding services are provided on an annual subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.

4) Encrypted and HIPAA compliant and secure email services are provided on an annual subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.

5) Analytics automatically compiles real-time KPI data on an intuitive dashboard which saves time and helps focus the team during the morning huddle. Additionally, the Practice Metrics page provides custom reporting with rich graphics helping management to view revenue, claims, AR, scheduling and more.

6) MSaaS software services are provided on an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

Table of Contents

Software Development Capitalization and Amortization

We account for software development costs, including costs to develop software products or the software component of products to be marketed to external users.

In accordance with ASC 350, Internal-Use-Software, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized.

We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products and, as a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be marketed to external users are amortized based on current and projected future revenue for each product with an annual minimum cost equal to the straight-line amortization of the costs over three years.

Income Taxes

The Company follows the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Valuation allowances are established when it is necessary to reduce deferred income tax assets to the amount, if any, expected to be realized in future years.

ASC 740, Accounting for Income taxes (‘ASC 740’), requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion more likely than not will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry-forwarding periods available to us for tax reporting purposes and other relevant factors.

Stock Based Compensation

The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the following assumptions. The Company estimates the fair value of its shares of restricted Common Stock using the closing stock price of its common stock on the date of the award. The Company estimates the volatility of its Common Stock at the date of grant based on its historical stock prices. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate of the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid cash dividends on its Common Stock and does not anticipate paying any cash dividends in the foreseeable future.

Long-Lived Assets and Goodwill

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. As of December 31, 2022 there is no impairment of Long-lived Assets.

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. As of December 31, 2022 there is no impairment of the Company’s Goodwill.

Table of Contents

Results of Operations

The following table sets forth our selected financial data for the periods indicated below:

	Restated
	For Years Ended
	December 31,			December 31,
	2022			2021
Revenue	$	7,987,902		$	4,956,552
Cost of sales		2,243,253			1,580,390
Gross profit		5,744,649			3,376,162

Expenses
Selling, general and administrative		9,254,670			5,232,839
Depreciation and amortization		1,292,085			1,430,805
Total operating expenses		10,546,755			6,663,644
Loss from operations		(4,802,106	)		(3,287,482	)

Other income (expense)
Interest expense		(785,406	)		(500,878	)
Financing costs		(426,419	)		(1,513,366	)
Other income (expense)		(65,893	)		7,497
PPP loan forgiveness		-			330,047
Total other income (expense)		(1,277,718	)		(1,676,700	)

Net loss		(6,079,824	)		(4,964,182	)
Dividends to Common Stockholders		(1,794,704	)		(814,552	)
Net loss attributable to Common Stockholders	$	(7,874,528	)	$	(5,778,734	)

Year ended December 31, 2022 compared to the year ended December 31, 2021

Revenues. Net revenues grew to $8.0MM for 2022 compared to $5.0MM for the 2021 period, an increase of approximately 60% year on year. Revenue growth was attributed to the growth in the number of subscribers both in terms of new sales as well as additional product uptake, the full year results of the Company’s asset acquisitions completed in Q2 and Q3 of 2021 as well as a moderate price increase on existing users.

Cost of sales. Cost of sales increased to $2.2MM for 2022 compared to $1.6MM for 2021, an increase of approximately 42% year on year. While overall costs of sales increased, it did not do so in the same proportion to revenue growth. Overall gross margin improved to 72% in 2022 from 68% in 2021, as costs related to SaaS serving remained flat due to additional capacity available in system to absorb the growth incurred.

Selling, general and administrative expenses. The Company incurred $9.3MM in selling, general and administrative expenses for the 2022 period an increase of $4.0MM or 77% when compared to $5.2MM for the 2021 period. The increase in expenses year on year were due to higher labor costs need to manage and maintain both the organic growth along with serving the additional customers related to three asset acquisitions completed in 2021. The Company also incurred $0.7MM in related legal costs associated with its two completed legal actions.

Depreciation and amortization expenses. Depreciation and amortization expenses of $1.3MM for the 2022 period decreased $0.1MM or (10)% compared to $1.4MM for the 2021 period. The decrease in expenses is due to no new additions being added to intangible assets and a moderate increase in capitalized software in 2022 compared to 2021, such that depreciation and amortization out pace additions.

Interest expense. Interest expense of $0.8MM for the 2022 period increased $0.3MM or approximately 60% when compared to $0.5MM for the 2021 period. The primary driver for the increase in interest expense was due to the increase in debt and the rate of interest on debt taken out by the Company to help fund the asset acquisitions and operating expenses.

Other income (expense). Other expense increased moderately in the 2022 period when compared to Other Income in the 2021 period.

Financing costs. The Company incurred financing costs of $0.4MM in 2022 compared to $1.5MM for 2021.The decrease of $1.1MM was due to the decrease in warrants and inducement shares costs on issued debt in 2022 in comparison to 2021.

PPP loan forgiveness. The Company received notice of forgiveness for its Paycheck Protection Plan loan in 2021 including all related interest in the amount of $330,047 in comparison to $nil for 2022.

Dividends to Common Stockholders. The Company incurred expenses related to the revaluation of certain warrants that contained anti-dilution provisions related to down round financing for total expense of $1,794,704 and $814,552 for2022 and 2021, respectively.

Table of Contents

GOING CONCERN AND LIQUIDITY

The following table sets forth our selected financial data for the periods indicated below and the percentage dollar increase (decrease) of such items from period to period:

	December 31,			December 31,			% Incr/
Balance Sheet Data	2022			2021			(Decr)
Total Current Assets	$	1,091,668		$	1,013,140			8	%
Total Current Liabilities		6,798,969			4,054,246			68	%
Working capital (deficit)		(5,707,301	)		(3,041,106	)		88	%
Deferred Revenue		13,847			20,419			(32	)%
Weighted Average Common Shares Outstanding		172,123,855			146,726,959

The increase in shares outstanding was driven by issuance of Common Stock for cash, the conversion of convertible notes payable and stock based compensation.

The following table summarizes the impact of operating, investing and financing activities on our cash flows for the years ended December 31, 2022 and 2021.

	As Restated Twelve Months Ended
	December 31,			December 31,
	2022			2021
Net cash used in operating activities	$	(1,272,995	)	$	(2,896,248	)
Net cash used in investing activities		(293,965	)		(3,518,504	)
Net cash provided by financing activities		1,691,306			6,478,940
Net Increase / (Decrease) in cash		124,346			64,188
Cash and cash equivalents at the beginning of the year		71,807			7,619
Cash and cash equivalents at the end of the year	$	196,153		$	71,807

The primary factors that influence our liquidity include, but are not limited to, the amount and timing of our revenues, cash collections from our clients, investments in software development, and ongoing capital raise efforts.

Operating Activities: Net cash required by operating activities for the year ended December 31, 2022 decreased by $1.6MM to $1.3MM compared to $2.9MM utilized in the 2021 period. The decrease in cash utilized by operating activities is primarily attributable to the increase in accounts payable and accrued expenses which grew by $0.6MM and the reduction in outstanding accounts receivable which contributed an additional $0.4MM. Future spending on operating activities are expected to be funded by the revenues realized by the Company and the sale of additional shares of common stock.

Investing Activities: Net cash used by investing activities for the year ended December 31, 2022 decreased by $3.2MM to $0.3MM compared to $3.5MM utilized in the 2021 period. The decrease in cash utilized by investing activities was primarily due to the purchases of Advantech, Business Technology Solutions and Spectrum Technology Solutions which were completed in 2021. Future spending on investing activities is expected to be funded by the sale of additional shares of common stock.

Financing Activities: Net cash provided by financing activities was $1.7MM for the year ended December 31, 2022 was $4.8MM lower than the $6.5MM for the year ended 2021, due to a decrease in proceeds received on the issuance of common stock of $0.5MM in 2022 compared to $2.8MM received in 2021 and a greater payments on debt of $2.3MM in 2022 versus $0.5MM in 2021.

U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

For the fiscal year period ended December 31, 2022, the Company generated an operating loss of $4.8MM. In addition, the Company has an accumulated deficit, and net working capital deficit of $88.9MM and $5.7MM. The Company’s activities were primarily financed through private placements of equity securities and issuance of debt. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.

Table of Contents

Our material cash requirements from known contractual and other obligations primarily relate to our content, debt and lease obligations. As of December 31, 2022, the expected timing of those payments are as follows:

	Total		Next 12		Beyond 12 Months
Debt (1)	$	5,728,792	$	4,279,531	$	1,449,261
Operating lease obligations (2)		978,875		169,417		809,458
Total	$	6,707,667	$	4,448,948	$	2,258,719

	(1)	Debt obligations include our Notes consisting of principal and interest payments. See Note 6 Long-Term Debt in the accompanying notes to our financial statements for further details.

	(2)	See Note 9 Commitments and Contingencies in the accompanying notes to our financial statements for further details regarding leases.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information required under this item.

Table of Contents

Item 8. Financial Statements and Supplementary Data (As Restated).

A list of financial statements filed herewith is contained and is set forth on the financial statements that immediately follow this page of this Report and is incorporated by reference herein. The financial statement schedules have been omitted because they are not required, not applicable or the information has been included in the Exhibit Index beginning on Part IV of this Annual Report on Form 10-K and are incorporated herein by reference.

			Page

FINANCIAL STATEMENTS - AS OF DECEMBER 31, 2022 AND 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 688;			F-2
BALANCE SHEETS			F-3
STATEMENTS OF OPERATIONS			F-4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)			F-5
STATEMENTS OF CASH FLOWS			F-6
NOTES TO FINANCIAL STATEMENTS			F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Stockholders and Board of Directors of

iCoreConnect Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of iCoreConnect Inc. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Restatement of the 2022 and 2021 Financial Statements

As discussed in Note 2 to the financial statements, the accompanying financial statements as of December 31, 2022 and 2021 have been restated.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

New York, NY

March 22, 2023, except for the effects of the restatement discussed in Notes 2, 4 and 7 - as to which the date is June 16, 2023.

F-2

Table of Contents

iCoreConnect Inc.

BALANCE SHEETS

	December 31,			December 31,
	2022			2021
ASSETS
Cash	$	196,153		$	71,807
Accounts receivable, net		414,809			629,047
Prepaid expenses and other current assets		480,706			312,286
Total current assets		1,091,668			1,013,140

Property and equipment, net		74,194			92,562
Right of use lease asset - operating		944,487			99,054
Software development costs, net		531,061			592,781
Acquired technology, net		79,428			277,966
Customer relationships, net		2,350,380			3,069,874
Goodwill		1,484,966			1,484,966
Total long-term assets		5,464,516			5,617,203

TOTAL ASSETS	$	6,556,184		$	6,630,343

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	2,336,174		$	1,641,750
Operating lease liability, current portion		169,417			66,738
Current maturities of long-term debt, net of discounts		4,279,531			2,325,339
Deferred revenue, current portion		13,847			20,419
Total current liabilities		6,798,969			4,054,246

Long-term debt, net of current maturities		1,449,261			1,538,488
Operating lease liability, net of current portion		809,458			32,318

Total long-term liabilities		2,258,719			1,570,806

TOTAL LIABILITIES		9,057,688			5,625,052

COMMITEMENTS AND CONTINGENCIES (NOTE 9)

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, par value $0.001; 10,000,000 shares authorized; Issued and Outstanding: 0 as of December 31, 2022 and 0 as of December 31, 2021.		-			-
Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 181,320,528 as of December 31, 2022 and 167,493,479 as of December 31, 2021		181,321			167,493
Additional paid-in-capital		86,192,262			83,633,061
Accumulated deficit		(88,875,087	)		(82,795,263	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(2,501,504	)		1,005,291

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	6,556,184		$	6,630,343

The accompanying notes are an integral part of these financial statements

F-3

Table of Contents

iCoreConnect Inc.

STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,			December 31,
	2022			2021
	As Restated¹			As Restated¹
Revenue	$	7,987,902		$	4,956,552
Cost of sales		2,243,253			1,580,390
Gross profit		5,744,649			3,376,162

Expenses
Selling, general and administrative		9,254,670			5,232,839
Depreciation and amortization		1,292,085			1,430,805
Total operating expenses		10,546,755			6,663,644
Loss from operations		(4,802,106	)		(3,287,482	)

Other income (expense)
Interest expense		(785,406	)		(500,878	)
Finance charges		(426,419	)		(1,513,366	)
Other income (expense)		(65,893	)		7,497
Gain on cancellation of PPP loan		-			330,047
Total other expense		(1,277,718	)		(1,676,700	)

Net loss		(6,079,824	)		(4,964,182	)

Dividends to Common Stockholders		(1,794,704	)		(814,552	)

Net loss attributable to Common Stockholders	$	(7,874,528	)	$	(5,778,734	)

Net loss per share, basic and diluted	$	(0.05	)	$	(0.04	)

Weighted average number of shares, basic and diluted		172,123,855			146,726,959

⁽¹⁾As restated due to the treatment of warrants subject to down round provisions (see Note 2).

The accompanying notes are an integral part of these financial statements

F-4

Table of Contents

iCoreConnect Inc.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances as at January 1, 2021		90,081,336	$	90,081	$	77,112,060	$	(77,831,081	)	$	(628,940	)

Stock issued for cash		42,719,600		42,720		2,733,510					2,776,230
Stock issued for conversion of fees for services payable		16,376,047		16,376		802,427					818,803
Stock compensation expense		3,151,416		3,151		148,206					151,357
Stock issued as origination fee in convertible debt agreement		3,980,000		3,980		1,509,386					1,513,366
Stock issued for asset acquisition of Advantech		5,000,000		5,000		495,000					500,000
Stock issued for asset acquisition of Business Computer Solutions		250,000		250		24,750					25,000
Stock issued for asset acquisition of Spectrum Technology Solutions		4,046,617		4,047		495,953					500,000
Stock issued for conversion of convertible debt		1,888,463		1,888		311,769					313,657
Net loss		-		-		-		(4,964,182	)		(4,964,182	)
Balances as at December 31, 2021		167,493,479	$	167,493	$	83,633,061	$	(82,795,263	)	$	1,005,291

							Additional						Total
	Common stock						Paid In			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Equity (Deficit)
Balances as at January 1, 2022		167,493,479		$	167,493		$	83,633,061		$	(82,795,263	)	$	1,005,291

Stock issued for cash		5,722,844			5,723			444,277						450,000
Stock repurchased and cancelled		(1,250,000	)		(1,250	)		(98,750	)					(100,000	)
Stock compensation expense		8,426,837			8,428			1,808,695						1,817,123
Stock issued as origination fee in convertible debt agreement								426,419						426,419
Stock issued for exercise of Common Stock Options		700,000			700			1,400						2,100
Repurchase of common stock warrants								(45,000	)					(45,000	)
Stock issued for conversion of convertible debt		227,368			227			22,160						22,387
Net loss		-			-			-			(6,079,824	)		(6,079,824	)
Balances as at December 31, 2022		181,320,528		$	181,321		$	86,192,262		$	(88,875,087	)	$	(2,501,504	)

The accompanying notes are an integral part of these financial statements

F-5

Table of Contents

iCoreConnect Inc.

STATEMENTS OF CASH FLOWS

	December 31,			December 31,
	2022			2021
	As Restated¹			As Restated¹
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,079,824	)	$	(4,964,182	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		22,521			143,406
Amortization expense		1,269,564			1,287,853
Finance charges		426,419			1,513,366
Forgiveness of PPP loan					(330,047	)
Change in allowance for doubtful accounts		261,717			-
Stock compensation expense		1,717,123			331,945
Non-cash interest expense		603,146			106,555
Changes in assets and liabilities:
Accounts receivable		(47,479	)		(467,353	)
Prepaid expenses and other current assets		(26,420	)		(292,183	)
Right of use asset, net of lease liability		34,386			(136,659	)
Accounts payable and accrued expenses		552,424			(33,560	)
Deferred revenue		(6,572	)		(55,389	)
NET CASH USED IN OPERATING ACTIVITIES		(1,272,995	)		(2,896,248	)

INVESTING ACTIVITIES
Cash portion of consideration paid to acquire Advantech		-			(1,773,056	)
Cash portion of consideration paid to acquire Business Computer Systems		-			(94,880	)
Cash portion of consideration paid to acquire Spectrum Technology Solutions		-			(1,350,000	)
Purchases of capital assets		(4,153	)		(55,027	)
Additions to capitalized software		(289,812	)		(245,541	)
NET CASH USED IN INVESTING ACTIVITIES		(293,965	)		(3,518,504	)

FINANCING ACTIVITES
Net proceeds from debt	3,585,000				3,261,488
Payments on debt		(2,323,181	)		(510,650	)
Proceeds from issuance of common stock		450,000			2,776,230
Conversion of convertible debt into common stock		22,387			319,057
Conversion of fees for services payable		-			632,815
Proceeds from exercise of employee stock options		2,100			-
Repurchase of warrants for common stock		(45,000	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,691,306			6,478,940

NET CHANGE IN CASH		124,346			64,188
CASH AT BEGINNING OF THE PERIOD		71,807			7,619
CASH AT END OF THE PERIOD	$	196,153		$	71,807

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	696,355		$	-
Stock issued for acquisition of Advantech	$	-		$	500,000
Stock issued for acquisition of Business Computer Solutions	$	-		$	25,000
Stock issued for acquisition of Spectrum Technology Solutions	$	-		$	500,000
Stock issued for conversion of notes payable	$	22,387		$	63,846
Dividends to Common Stockholders		1,794,704			814,552

The accompanying notes are an integral part of these financial statements

F-6

Table of Contents

Notes to Financial Statements

1. NATURE OF OPERATIONS

2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On May 18, 2023 the Company determined that it not had not properly accounted for certain warrants issued by the Company in 2021 with provisions (the “down round provisions”) that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant as per ASU 2017-11. The Company did not properly account for such down round provisions when the criteria for revaluation was met. The down round provisions require the Company to record a non-cash charge for the incremental fair value of the additional shares to be issued upon the occurrence of the triggering event which is $1,794,704 and $814,552 for the years ended December 31,2022 and 2021, respectively.

The Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), after discussion with Company legal advisors, concluded that it is appropriate to restate the Company’s previously issued: (i) audited financial statements as of December 31, 2022 and 2021, which were included in the Company’s Annual Reports on Form 10-K, originally filed with the SEC on March 23, 2023, respectively, and (ii) unaudited financial statements for the quarters ended September 30, 2021, March 31, 2022, June 30, 2022, and September 30, 2022, which were included in the Company’s Quarterly Reports on Form 10-Q, originally filed with the SEC on November 15, 2021, May 12, 2022, August 12, 2022, and November 14, 2022, respectively (the “Impacted Filings”). Considering such restatements, the Company concluded that the financial statements included in the Impacted Filings should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results included in the Impacted Filings should no longer be relied upon. The March 31, 2022 and June 30, 2022 interim financial statements included on Form 10-Q are not being restated. The updated totals for warrants outstanding at the end of each of these periods is presented below. All other information included in the interim financial statements is unchanged.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

Audit Periods

	For the Years Ended
	December 31, 2022									December 31,2021
	As Reported			Restatement Adjustment			As Restated			As Reported			Restatement Adjustment			As Restated
Net loss	$	(6,079,824	)	$	-		$	(6,079,824	)	$	(4,964,182	)	$	-		$	(4,964,182	)

Dividend to Common Stockholders		-			(1,794,704	)		(1,794,704	)		-			(814,552	)		(814,552	)

Net loss attributable to Common Stockholders	$	(6,079,824	)	$	(1,794,704	)	$	(7,874,528	)	$	(4,964,182	)	$	(814,552	)	$	(5,778,734	)
Net loss per share available to common stockholders, basic and diluted	$	(0.04	)	$	(0.01	)	$	(0.05	)	$	(0.03	)	$	(0.01	)	$	(0.04	)

Weighted average number of shares, basic and diluted		172,123,855						172,123,855			146,726,959						146,726,959

Quarterly Periods

	As Reported		Additional Warrants Related to Down Round		As Restated
March 31, 2022		10,600,000		8,750,000		19,350,000
June 30, 2022		10,600,000		8,750,000		19,350,000

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in United States dollars and include the accounts of the Company’s wholly owned subsidiaries, with all intercompany transactions eliminated. They have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States (GAAP). Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position, results of operations and cash flows are summarized below.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

Level 1 - Observable inputs that reflect quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market corroborated inputs.

Level 3 - Unobservable inputs for which there is little, if any, market activity for the asset or liability being measured. These inputs may be used with standard pricing models or other valuation or internally-developed methodologies that result in management’s best estimate of fair value.

The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized.

As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of December 31, 2022 and 2021, approximated their fair value due to their short-term nature.

Cash

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at United States banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are customer obligations due under normal trade terms. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the potential inability of certain customers to make required future payments on amounts due. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $65,000 and $36,142 as of December 31, 2022 and 2021, respectively.

Property, Equipment and Depreciation

Property, equipment, and leasehold improvements are recorded at their historical cost. Depreciation and amortization have been determined using the straight-line method over the estimated useful lives of the assets which are computers and office equipment (3 years) leasehold improvements (5years) and for office furniture and fixtures (7 years). The cost of repairs and maintenance is charged to operations in the period incurred.

F-7

Table of Contents

Software Development Costs and Acquired Software

The Company accounts for software development costs, including costs to develop software products or the software component of products to be sold to external users. In accordance with ASC 985-730, Computer Software Research and Development, research and planning phase costs are expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs are capitalized.

We have determined that technological feasibility for our products to be marketed to external users was reached before the release of those products. As a result, the development costs and related acquisition costs after the establishment of technological feasibility were capitalized as incurred. Capitalized costs for software to be sold to external users and software acquired in a business combination are amortized based on current and projected future revenue for each product with an annual minimum equal to the straight-line amortization over three years.

Long-Lived Assets and Goodwill

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. As of December 31, 2022 there is no impairment of the Company’s Goodwill.

Revenue Recognition

We have 6 primary sources of revenue as of December 31, 2022

	1.	Electronic Prescription Software
	2.	Insurance Verifications
	3.	ICD-10 Medical Coding Software
	4.	Encrypted and HIPAA Compliant Secure email
	5.	Analytics
	6.	MSaaS software

F-8

Table of Contents

1) Electronic Prescription software services are provided an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

2). Insurance verification services are provided on an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

3) ICD-10 Medical Coding services are provided on an annual subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.

6) MSaaS software services are provided on an annual subscription basis using the software as a service (‘SaaS’) model with revenue recognized ratably over the contract term.

The Company accounts for revenue from contracts with customers in accordance with ASU No. 2017-09, Revenue from Contracts with Customers and a series of related accounting standard updates (collectively referred to as “Topic 606”). This guidance sets forth a five-step revenue recognition model which replaced the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance and to require more detailed disclosures. The five steps of the revenue recognition model are: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, the Company assesses the goods and services promised in the contract with customers and identifies a performance obligation for each. To determine the performance obligation, the Company considers all products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. The Company measures revenue as the amount of consideration expected to be received in exchange for transferring goods and services. Revenue is recognized net of any taxes collected from customers that are subsequently remitted to governmental authorities.

We recognize revenue for our service in accordance with accounting standard ASC 606. Our customers are acquired through our own salesforce and through the referrals from our many state association marketing partners. We primarily generate revenue from multiple software as a service (SaaS) offering, which typically include subscriptions to our online software solutions. The Company’s secondary source of revenue is professional services and other revenue related to customer onboarding, IT services and equipment sales that often precede a subscription service offering purchased by the customer. Approximately 90% of our revenue is subscription based with the remainder being professional services and other IT related revenue. The geographic concentration of our revenue is 100% in North America.

Management has determined that it has the following performance obligations related to its products and services: multiple software as a service (SaaS) offering, which typically include subscriptions to our online software solutions. The Company’s secondary source of revenue is professional services and other revenue related to customer onboarding, IT services and equipment sales that often precede a subscription service offering purchased by the customer. Revenue from Software as a Service, hardware, service repairs, and support & maintenance are all recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract, or services is completed. Our customers do not have the right to take possession of the online software solution. Revenue from subscriptions, including additional fees for items such as incremental contacts, is recognized ratably over the subscription period beginning on the date the subscription is made available to customers. Substantially all subscription contracts are one year. We recognize revenue from on-boarding services and equipment as the services are provided. Amounts billed that have not yet met the applicable revenue recognition criteria are recorded as deferred revenue.

For contracts with customers that contain multiple performance obligations, the Company accounts for the promised performance obligations separately as individual performance obligations if they are distinct. In determining whether performance obligations meet the criteria for being distinct, the Company considers several factors, including the degree of interrelation and interdependence between obligations and whether or not the good or service significantly modifies or transforms another good or service in the contract. After identifying the separate performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company generally determines the standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including taking into consideration either historical pricing practices or an adjusted market assessment. Unsatisfied and partially unsatisfied performance obligations as of the end of the reporting period primarily consist of products and services for which customer purchase orders have been accepted and that are in the process of being delivered.

Transaction price is calculated as the selling price less any variable consideration, consisting of rebates and discounts. Discounts provided to customers are known at contract inception. Rebates are calculated on the “expected value” method where the Company (1) estimates the probability of each rebate amount which could be earned by the distributor, (2) multiplies each estimated amount by its assigned probability factor, and (3) calculates a final sum of each of the probability-weighted amounts calculated in step (2). The sum calculated in step (3) is the rebate amount, which along with discounts reduces the amount of revenue recognized.

The Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. As a result, the Company accrues the costs of shipping and handling when the related revenue is recognized. Costs incurred for shipping and handling are included in costs of goods sold on the Statement of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Statement of Operations.

Advertising Costs

Advertising costs are reported in general and administrative expenses and include advertising, marketing and promotional programs and are charged as expenses in the year in which they are incurred. Advertising costs were $525,533 and $350,318 for the years ended December 31, 2022 and 2021, respectively.

Accounting for Derivative Instruments

The Company accounts for derivative instruments in accordance with ASC 815, which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements.

F-9

Table of Contents

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and preferred stock instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Freestanding warrants issued by the Company in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability.

Financial Instruments With Down Round Features

With respect to financial instruments, the Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. Whereby ASU 2017-11 simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downround adjustment of the current exercise price based on the price of the future equity offerings. The standard requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for the purposes of determining liability of equity classification. The Company accounts for instruments with Most Favored Nations (the “MFN”) terms or conditions similar to that of a down round feature. The impact of such terms or conditions will be accounted for when the event occurs. Companies that provide earning per share (“EPS”) data will adjust their diluted EPS calculation for the effect of the feature when triggered (i.e. when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature) and will also recognize the effect of the trigger within equity.

Income Taxes

ASC 740, Accounting for Income taxes (“ASC 740”), requires that deferred tax assets be evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion more likely than not will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry forwarding periods available to us for tax reporting purposes and other relevant factors.

The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files U.S. Federal income tax returns and various returns in state jurisdictions. The Company's open tax years subject to examination by the Internal Revenue Service and the state Departments of Revenue generally remain open for three years from the date of filing.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and to the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, and shares issuable on conversion of promissory notes in the weighted average number of common shares outstanding for a period, if dilutive. Common stock equivalents that are anti-dilutive were excluded from the computation of diluted earnings per share which consisted of all outstanding common stock options and warrants.

Stock-Based Compensation

The Company accounts for share-based compensation costs in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires companies to measure the cost of awards of equity instruments, including stock options and restricted stock awards, based on the grant-date fair value of the award and to recognize it as compensation expense over the employee’s requisite service period or the non-employee’s vesting period. An employee’s requisite service period is the period of time over which an employee must provide service in exchange for an award under a share-based payment arrangement and generally is presumed to be the vesting period. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model. The Company estimates the fair value of its common stock using the closing stock price of its common stock on the option grant date. The Company estimates the volatility of its common stock at the date of grant based on its historical stock prices. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The fair value of shares of restricted stock issued are determined by the Company based on the estimated fair value of the Company’s common stock.

F-10

Table of Contents

Beneficial Conversion Features and Warrants

The Company evaluates the conversion feature of convertible debt instruments to determine whether the conversion feature was beneficial as described in ASC 470-30, Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. The Company calculates the fair value of warrants with the convertible instruments using the Black-Scholes valuation model.

Under these guidelines, the Company first allocates the value of the proceeds received from a convertible debt transaction between the convertible debt instrument and any other detachable instruments included in the transaction (such as warrants) on a relative fair value basis. A BCF is then measured as the intrinsic value of the conversion option at the commitment date, representing the difference between the effective conversion price and the Company’s stock price on the commitment date multiplied by the number of shares into which the debt instrument is convertible. The allocated value of the BCF and warrants are recorded as a debt discount and accreted over the expected term of the convertible debt as interest expense. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible debt instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible debt instrument.

Leases

The Company adopted ASU No. 2016-02, Leases and a series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”). Topic 842 requires organizations to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The FASB retained the distinction between finance leases and operating leases, leaving the effect of leases in the statement of comprehensive income and the statement of cash flows largely unchanged from previous U.S. GAAP. The Company utilized the transition method allowed under ASU 2018-11 in which an entity initially applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, if any.

The Company determines, at contract inception, whether or not an arrangement contains a lease and evaluates the contract for classification as an operating or finance lease. For all leases, ROU assets and lease liabilities are recognized based on the present value of lease payments, including annual rent increases, over the lease term at commencement date. If the Company’s lease does not provide an implicit rate in the contract, the Company uses its incremental, secured borrowing rate based on lease term information available as of the adoption date or lease commencement date in determining the present value of lease payments. Any renewal periods are considered in the analysis of each lease to the extent that the Company considers them to be reasonably certain of being exercised.

Related Party Transactions

The Company accounts for related party transactions in accordance with FASB ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries’ controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Reportable Segments

U.S. GAAP establishes standards for reporting financial and descriptive information about a company’s reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The chief operating decision maker is the Company’s Chief Executive Officer, who currently reviews the financial performance and the results of operations of the Company’s operating subsidiaries on a consolidated basis when making decisions about allocating resources and assessing performance of the Company. Accordingly, the Company currently considers itself to be in a single reporting segment for reporting purposes focused on the North American market.

F-11

Table of Contents

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contract with Customers” (“ASU 2021-08”). The Company is currently evaluating the potential impact the adoption of this ASU will have on its Financial Statements.

The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Company’s financial position, results of operations and cash flows.

Going Concern and Liquidity

U. S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances.

For the fiscal year period ended December 31, 2022, the Company generated an operating loss of $4,802,106. In addition, the Company has an accumulated deficit, and net working capital deficit of $88,875,087 and $5,707,301. The Company’s activities were primarily financed through private placements of equity securities and issuance of debt. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.

Currently, management continues to develop its healthcare communications system and continues to develop alliances with strategic partners to generate revenues that will sustain the Company. Management will also seek to raise additional funds. While management believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Management’s ability to continue as a going concern is ultimately dependent upon its ability to continually increase the Company’s customer base and realize increased revenues from signed contracts. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. COMMON STOCK (As Restated)

Stock Issuances

During the year ended December 31, 2022, the Company issued 13,827,049 shares of common stock. of which 5,722,844 shares of common stock were issued for cash of $450,000. The Company also issued 227,368 shares of common stock for the conversion of $22,387 of convertible debt. 700,000 shares of common stock were issued for the exercise of common stock options for a value of $2,100. 8,426,837 shares of common stock were issued related to stock-based compensation for a value of $1,817,123. The Company also repurchased and cancelled 1,250,000 shares of common stock with a value of $100,000.

During the year ended December 31, 2021 the Company issued 42,719,600 shares of common stock for cash of $2,776,230. The Company issued 3,980,000 shares of common stock to debt holders as inducements to issue debt valued at $1,513,366. Common stock of 9,296,617 was issued in conjunction with the acquisition of the assets of Advantech, BCS and Spectrum Technology Solutions with a value of $1,025,000. The Company issued common stock in the amount of 1,888,463 related to the conversion of $188,846 of convertible debt. The Company issued 3,151,416 shares of common stock for stock compensation expense of $331,945. The Company issued 16,376,047 shares of common stock for conversion of services related payables of $638,215.

F-12

Table of Contents

Stock Options

Certain employees and executives have been granted options or warrants that are compensatory in nature. A summary of option activity for the year ended December 31, 2022 and 2021 are presented below:

2021 Options Outstanding	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value

Balance Outstanding - January 1, 2021		1,775,000		$	0.24		7.7	$	-
Granted		30,880,000		$	0.12		9.9
Exercised		(10,000	)		0.15
Forfeited		-		$	-
Balance Outstanding - December 31, 2021		32,645,000		$	0.12		9.8	$	-

Exercisable - December 31, 2021		1,395,000		$	0.24		6.7	$	-

2021 Nonvested Options	Number of Options		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest

Nonvested - January 1, 2021		-	$	-		-
Granted		30,880,000	$	-		9.9
Vested		-	$	-		-
Forfeited/expired		-		-		-
Nonvested - December 31, 2021		30,880,000	$	-		9.9

2022 Options Outstanding	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value

Balance Outstanding - January 1, 2022		32,645,000		$	0.12		9.8	$	-
Granted		300,000		$	0.12		9.0		-
Exercised		(700,000	)		0.00		5.5		-
Forfeited		(10,000	)	$	0.15		6.2		-
Balance Outstanding - December 31, 2022		32,235,000		$	0.13		8.8	$	-

Exercisable - December 31, 2022		9,891,666		$	0.12		8.8	$	-

2022 Nonvested Options	Number of Options			Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest

Nonvested - January 1, 2022		30,880,000		$	-		9.8
Granted		300,000		$	-		9.0
Vested		(8,126,666	)	$	-		8.3
Forfeited/expired		-			-		-
Nonvested - December 31, 2022		23,053,334		$	-		8.8

F-13

Table of Contents

Restricted Stock Compensation

On March 29, 2021, the Company’s Board of Directors approved the grant of 1,300,000 restricted shares of common stock to the Chief Executive Officer for bonus related to 2020 service.

On March 29, 2021, the Company’s Board of Directors approved the grant of 200,000 restricted shares of common stock to Directors of the Company, for services to be rendered during 2020, all of which shares vested on December 31, 2021. Compensation expense related to this grant for the year 2021 was $10,000 based upon the estimated fair value of our common stock of $0.05 per share.

On March 29 2021 the Company’s Board of Directors approved the granting of restricted shares of common stock to the Chief Executive Officer for bonus related to 2021 service. The Chief Executive Officer could earn fully vested restricted stock based on revenue bands; 800,000 for revenues from $2,600,000 to $3,200,000; 1,200,000 for revenues of $3,200,001 to $4,500,000; 1,600,000 for revenues of $4,500,001 to $5,999,999; or 2,000,000 for revenues above $6,000,000. Based on revenues for 2021 the Chief Executive Officer earned 1,600,000 restricted shares of common stock which vested on December 31, 2021. The Company record the fair value of the compensation totaling $176,160 in 2021.

On December 31, 2022, the Company’s Board of Directors approved the grant of 250,000 restricted share of common stock to each of the Directors of the Company, for services to be rendered during 2021 and 2022, all of which vested on December 31, 2022. Compensation expense related to this grant for the year 2022 was $122,375 based upon fair value of our common stock of $0.089 per share. The Company’s Board of Directors also approved the granting of restricted shares of common stock for employee performance related to 2021 performance with a fair value of $160,645. The Board also approved on January 3, 2023 4,000,000 shares of restricted stock related to the Chief Executive Officer for bonus related to 2022 service with a fair value of $356,000.

Warrants

The Company typically issues warrants to individual investors and institutions to purchase shares of the Company’s Common Stock in connection with public and private placement fundraising activities. Warrants may also be issued to individuals or companies in exchange for services provided for the Company. The warrants are typically exercisable six months after the issue date, expire in five years, and contain a cash exercise provision and registration rights.

During the year ended December 31, 2021, the Company issued 19,350,000 Common Stock Warrants in connection with the issuance of the Company’s Convertible Promissory Notes and Promissory Notes. These warrants were designated Common Stock Warrants with an initial term of 5 years and an exercise price of $0.20 and $0.25. The Company may not effect, and a holder will not be entitled to, convert the Common Stock Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99%. These warrants also include down round provisions that required the lowering of the exercise price of the warrant and a proportionate increase in the number of shares underlying the warrants upon the issuance of new securities at a price per shares that is lower than the exercise price of the original warrant. The down round lowest is triggered at a price that is lower than $0.10 per equity instrument for 3,900,000 warrants and $0.25 per equity instrument for 6,700,000 warrants. The Company issued common stock in August 2021 at a price of $0.10 thereby affecting the down round provision on the 6,700,000 warrants. As such the Company has recorded a charge of $443,367 as a Dividend to Common Stockholders reflecting the increase in value of shares to be received by the warrant holders along with an increase in 6,500,000 warrants issuable to these holders at a new exercise price of $0.10. Then in December 2021, the down round was triggered for 1,500,00 warrants with an exercise price of $0.25 as a result of an equity issuance of $0.10 resulting in an additional charge of $371,186 being recorded as a Dividend to Common Stockholders and an additional 2,250,000 warrants being issued to the holder, for a total of 19,350,000 warrants outstanding at December 31, 2021.

During the year ended December 31, 2022, the Company issued 392,438 Common Stock Warrants in connection with issuances of promissory notes, of which 42,438 were issued to related parties. These warrants were designated Common Stock Warrants with an initial term of 5 years and an exercise price of $0.20 and $0.25 and contained now down round provisions. The Company may not effect, and a holder will not be entitled to, convert the Common Stock Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99%. The Company issued convertible debt in December 2022 at a price of $0.08 thereby affecting the down round provision on 19,350,000 warrants with a trigger price that is lower than $0.10 for any equity instrument issued. As such the Company has recorded a charge of 1,794,704 as a Dividend to Common Stockholders reflecting the increase in value of shares to be received by the warrant holder along with an increase in 10,931,250 warrants issuable to these holders for a total of 30,281,250 warrants at a new exercise price of $0.08.

As of December 31, 2021, the number of shares issuable upon exercise of the Common Stock Warrants were 19,350,000 shares.

Type	Issue Date	Shares		Exercise Price		Expiration

Investors	4/19/2021		5,850,000	$	0.10	4/19/2026
Investors	4/22/2021		5,850,000	$	0.10	4/22/2026
Investors	4/30/2021		650,000	$	0.20	4/30/2026
Investors	4/30/2021		650,000	$	0.25	4/30/2026
Investors	5/4/2021		650,000	$	0.20	5/4/2026
Investors	5/4/2021		650,000	$	0.25	5/4/2026
Investors	5/19/2021		650,000	$	0.20	5/19/2026
Investors	5/19/2021		650,000	$	0.25	5/16/2026
Investors	8/31/2021		3,750,000	$	0.10	8/31/2026
Total			19,350,000

As of December 31, 2022, the number of shares issuable upon exercise of the Common Stock Warrants were 130,273,688 shares.

Type	Issue Date	Shares		Exercise Price		Expiration

Investors	4/19/2021		7,312,500	$	0.08	4/19/2026
Investors	4/22/2021		7,312,500	$	0.08	4/22/2026
Investors	4/30/2021		3,656,250	$	0.08	4/30/2026
Investors	5/4/2021		3,656,250	$	0.08	5/4/2026
Investors	5/19/2021		3,656,250	$	0.08	5/19/2026
Investors	8/31/2021		4,687,500	$	0.08	8/31/2026
Investors	7/29/2022		87,500	$	0.20	7/28/2027
Investors	7/29/2022		87,500	$	0.25	7/28/2027
Investors	8/5/2022		43,750	$	0.20	8/4/2027
Investors	8/5/2022		43,750	$	0.25	8/4/2027
Investors	8/19/2022		43,750	$	0.20	8/18/2027
Investors	8/19/2022		43,750	$	0.25	8/18/2027
Investors	11/28/2022		9,407	$	0.20	11/27/2027
Investors	11/28/2022		9,406	$	0.25	11/27/2027
Investors	12/15/2022		11,813	$	0.20	12/14/2027
Investors	12/15/2022		11,812	$	0.25	12/14/2027
Total			30,673,688

	Warrant Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Life		Intrinsic Value

Outstanding - December 31, 2020	-		$	-		-	$	-
Granted		10,600,000	$	0.23		4.40
Additions due to Down Round feature		8,750,000		0.10		4.40		1,307,330
Forfeited/expired		-	$	-		-		-
Outstanding - December 31, 2021		19,350,000	$	0.13		4.40		1,307,330
Granted		392,438	$	0.23		4.66
Additions due to Down Round feature		10,931,250		0.08		3.40		2,520,134
Forfeited/expired		-	$	-		-		-
Outstanding - December 31, 2022		30,673,688	$	0.08		3.45	$	3,827,464

F-14

Table of Contents

Equity Line of Credit

In January 2021 the Company and one of its Convertible Debt Holders entered into a Purchase Agreement for up to $5,000,000 shares of the Company’s common stock for 24 months. The purchase price of the stock will be at 75% of the lowest individual daily weight average price of the past five (5) trading days with the amount to be drawn down as the lesser of $250,000 or 300% of the average shares traded for the ten (10) days prior to the Closing Request Date with a minimum $25,000 put allowance. As part of the agreement, the Company issued 250,000 shares of common stock as a commitment fee.

In January 2022 the Company exercised its equity line of credit of an aggregate amount of $350,000 in exchange for 4,772,844 shares of common stock. The balance available as of December 31, 2022, to draw on the equity line of credit after the draw was $4,650,000.

5. PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and consist of the following:

	December 31,			December 31,
	2022			2021

Furniture and fixtures	$	69,840		$	69,840
Leasehold improvements		30,298			26,145
Equipment		22,240			22,240
Vehicles		32,000			32,000
	$	154,378		$	150,225
Less accumulated depreciation		(80,184	)		(57,663	)
	$	74,194		$	92,562

Depreciation expense on property and equipment for the years ended December 31, 2022 and 2021, were $22,521 and $6,745, respectively.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table sets forth the changes in the carrying amount of goodwill for the year ended 2022 and 2021:

	Total
Balance at December 31, 2021	$	1,484,966
2022 activity		-
Balance at December 31, 2022	$	1,484,966

The following table sets forth the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of December 31, 2022 and 2021:

	Gross Carrying Amount		Impairment		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets:
Capitalized software		2,724,678		-		(2,131,897	)		592,781
Customer relationships		3,713,443		-		(643,560	)		3,069,874
Acquired technology		1,527,186		-		(1,249,220	)		277,966
Total definite-lived intangible assets at December 31, 2021	$	7,965,297	$	-	$	(4,024,677	)	$	3,940,621
Capitalized software		3,014,490		-		(2,483,429	)		531,061
Customer relationships		3,713,443		-		(1,363,054	)		2,350,380
Acquired technology		1,527,186		-		(1,447,758	)		79,428
Total definite-lived intangible assets at December 31, 2022	$	8,255,110	$	-	$	(5,294,241	)	$	2,960,869

F-15

Table of Contents

Amortization expense of intangible assets was $1,269,564 and $1,287,853, respectively, for the years ended December 31, 2022 and 2021. The Company’s amortization is based on no residual value using the straight-line amortization method as it best represents the benefit of the intangible assets.

The following table sets forth the weighted-average amortization period, in total and by major intangible asset class:

Asset Class	Weighted-Average Amortization period
Capitalized software		3.2 years
Customer relationships		4.0 years
Acquired technology		5.0 years
All Intangible assets		5.9 years

As of December 31, 2022, assuming no additional amortizable intangible assets, the expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter was as follows:

	Estimated
2023		1,025,042
2024		838,140
2025		838,140
2026		259,547
2027		-
2028		-
2029		-

7. LONG-TERM DEBT (As Restated)

		December 31,			December 31,
		2022			2021
(2)	Convertible Note bearing interest at 12% due July 31, 2022	$	-		$	162,625
(2)	Convertible Note bearing interest at 12% due July 31, 2022		-			379,458
(3)	Convertible Note bearing interest at 12% due May, 2023		578,802			541,589
(4)	Convertible Note bearing interest at 12% due April 27, 2022		-			145,301
(5)	Convertible Note bearing interest at 12% due April 25, 2022		-			235,548
(6)	Convertible Note bearing interest at 12% due May 12, 2022		-			242,151
(7)	Note bearing interest at 18% due October 1, 2023		1,012,500			1,012,637
(7)	Note bearing interest at 18% due October 1, 2023		506,250			506,318
(8)	Note bearing interest at 18% due October 1, 2023		32,752			38,488
(9)	Secured Promissory Note bearing interest at 17.5% due February 28, 2026		1,960,965			-
(10)	Promissory Note bearing interest at 14%, due January 15, 2023		50,892			-
(11)	Promissory Note bearing interest at 14%, due April 21, 2023		329,227			-
(12)	Related Party Promissory Note bearing interest at 14% due February 28, 2023		108,778			-
(13)	Promissory Note bearing interest at 15%, due January 25, 2023		506,370			-
(14)	Promissory Note bearing interest at 15%, due February 1, 2023		253,184			-
(14)	Promissory Note bearing interest at 15%, due February 15, 2023		253,184			-
(1)	Related Party Promissory Note bearing interest at 18%, due December 31, 2020		-			483,150
(15)	Related Party Promissory Notes bearing interest at 18%, due March 31, 2023		135,888			-
(16)	Related Party Long term debt bearing interest at 8%, due April 15, 2021		-			116,562
			5,728,792			3,863,827
	Less current maturities		(4,279,531	)		(2,325,339	)
	Total Long-Term Debt	$	1,449,261		$	1,538,488

Total future minimum payments due on long-term debt as of:

	December 31, 2022		December 31, 2021
2022	$	-		1,508,628
2023		573,401		8,628
2024		679,438		8,628
2025		196,422		8,628
2026		-		3,976
2027		-		-
TOTAL	$	1,449,261	$	1,538,488

F-16

Table of Contents

Our notes payable (including accrued interest) are summarized as follows:

1.	The Company issued a note payable to a related party on December 31, 2018, with a principal amount of $714,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and with a balloon payment due by the maturity date of December 31, 2019. The balloon payment due on December 31, 2019, was not made and the Company issued, in exchange for the original note, a new note dated December 31, 2019, with a principal amount of $556,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and a balloon payment due by the maturity date of December 31, 2020. As of December 31, 2020, $535,021 of principal was outstanding on this note payable. After the end of fiscal 2020, the maturity on note payable to the related party was extended to a new 2-year term note payable bearing interest rate payable of 18% per annum with a maturity date of December 31, 2022. The note will pay monthly cash interest only in the first year (12 months) of note payable term. In the 2nd year, the note payable will be repaid with 12 monthly installment payments of interest and principal until fully repaid. This note was fully repaid in February of 2022.

2.	In April 2021, the Company signed a $150,000 convertible promissory note and a $250,000 convertible promissory note with two separate entities controlled by the same party. These notes have a maturity date twelve months after issuance and received in exchange $150,000 and $250,000 from these two finance companies (the “Investor” or “Holder”). An interest charge of 12% per annum shall accrue and be paid on the maturity date. The notes are convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has a right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holders collectively 780,000 restricted shares of the Company’s Common Stock and a warrant to purchase 2,600,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common Stock under this Warrant is $0.20 per share for the first 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares. In August 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 3,250,000 warrants being issued and the strike price repriced to $0.10 for all 5,850,000 warrants. In December 2022, the down round provision in the Warrant Agreement was triggered again resulting in an additional 1,462,500 warrants to be issued and the strike price repriced to $0.08 for all 7,312,500 warrants. At Maturity these notes were renegotiated and extended to July 31, 2022, under the same terms and conditions. These notes were fully paid in July 2022.

3.	In April 2021, the Company signed a $500,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $500,000 from a second finance company (the “Investor” or “Holder”). An interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at a fixed conversion price of $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 788,000 restricted shares of the Company’s Common Stock and a warrant to purchase 2,600,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares. In August 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 3,250,000 warrants being issued and the strike price repriced to $0.10 for all 5,850,000 warrants. In December 2022, the down round provision in the Warrant Agreement was triggered again resulting in an additional 1,462,500 warrants to be issued and the strike price repriced to $0.08 for all 7,312,500 warrants. At Maturity this note was renegotiated and term extended to June 2023 for an additional principal consideration of $55,400 under the same interest rate and conditions as the matured note. There was $18,467 remaining in debt discount to be amortized over the term of the loan.

4.	In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $245,000 from a third finance company (the “Investor” or “Holder”). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and 1,300,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. In 2021 the Investor converted $35,000 of outstanding principal and interest into 350,000 shares of the Company’s common stock. This note was fully satisfied in May 2022.
5.	In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $230,000 net of fees from a fourth finance company (the “Investor” or “Holder”). An interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and a warrant to purchase 1,300,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. During the year ended December 31, 2021, the Investor converted $35,000 of outstanding principal and interest into 350,000 shares of the Company’s common stock. This note was fully satisfied in April 2022.
6.	In May 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $248,000 net of fees from a fourth finance company (the “Investor” or “Holder”). An interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company’s Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company’s Common Stock and a warrant to purchase 1,300,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. In December 2022 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,356,250 warrants being issued and the strike price repriced to $0.08 for all 3,656,250 warrants. After the issuance of the promissory note, the parties entered the First Amendment to Convertible Promissory Note which extended the term of the note by three months to August 2022. During the year ended December 31, 2021, the Investor converted $28,846 of outstanding principal and interest into 288,463 shares of the Company’s common stock. During the period ending June 30, 2022, the Investor converted an additional $22,387 of outstanding principal and interest plus $350 in fees into 227,368 shares of the Company’s common stock. This note was fully paid in August 2022.
7.	In August 2021, the Company signed a $1,000,000 and $500,000 promissory note with a maturity date 24 months after issuance from the preliminary finance company in April 2021 (the “Investor” or “Holder”). An Interest charge of 15% per annum shall accrue and be paid monthly. The Company also issued to the Holder 1,000,000 restricted shares of the Company’s Common Stock and 1,500,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share. In December 2021 the down round provision in the Warrant Agreement was triggered resulting in an additional 2,250,000 warrants being issued and the strike price repriced to $0.10 for all 3,750,000 warrants. In December 2022 the down round provision in the Warrant Agreement was triggered again resulting in an additional 937,500 warrants being issued and the strike price repriced to $0.10 for all 4,687,500 warrants.. The promissory note is subordinated to the Company’s senior lender.
8.	In November 2021, the Company signed a $40,071 equipment finance agreement with a maturity date 60 months after issuance from a third-party financing company. Payments of principal and interest of $791 are due monthly.

F-17

Table of Contents

9.	On February 28, 2022, the Company signed a $2,000,000 secured promissory note with a maturity date 48 months after issuance and received in exchange $1,970,000 net of fees. An Interest charge of 17.5% per annum shall accrue, with interest only payments being made for the first six months after which both interest and principal will be due. The Company has right of prepayment subject to certain minimum interest payments being made. The Prepayment Fee shall be (i) equal to 6 months' interest that would have accrued with regard to the prepaid principal, if prepaid prior to the 2nd anniversary of the date of the Initial Advance or Subsequent Advance, as applicable, and (ii) equal to 3 months' interest that would have accrued with regard to the prepaid principal, if prepaid on or after the 2nd anniversary and prior to the 3rd anniversary of the date of the Initial Advance or Subsequent Advance, as applicable. Additionally, the Company has the following covenant requirements; maintaining a minimum cash balance of $150,000 in its combined bank accounts as well as entering into a Deposit Account Control Agreement; monthly financial reporting requirements and certifications; obtaining other indebtedness without consent; merge, consolidate or transfer assets; pledge assets as collateral; or guarantee without consent of the Lender. The Company is in compliance with its covenants as of December 31, 2022.

10.	In April 2022, the Company signed a $50,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturity in October 2022, this note was reissued under the same term with a maturity of three (3) months. The promissory note is subordinated to the Company’s senior lender.
11.	In April 2022, the Company signed a $300,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturing in October 2022, this note was reissued under the same terms with a maturity of date of six (6) months. The promissory note is subordinated to the Company’s senior lender.
12.	In June 2022, the Company signed a $100,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturing in November 2022, this note was reissued under the same terms with a maturity of date of three (3) months. The Company also issued to the Holder a warrant to purchase 18,813 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 9,407 warrants and $0.20 per share for 9,406 warrants. There was $1,156 remaining in debt discount to be amortized over the term of the loan. The promissory note is subordinated to the Company’s senior lender. This note was entered into with a related party.
13.	In July 2022, the Company signed a $500,000 unsecured promissory note with a maturity date six (6) months after issuance with an interest charge of 14% per annum. The note is callable by the Holder no earlier than 90 days from issue. The Company has the right to prepay this note without penalty. The Company issued to the Holder a warrant to purchase 175,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 87,500 warrants and $0.20 per share for 87,500 warrants. There was $2,775 remaining in debt discount to be amortized over the term of the loan. The promissory note is subordinated to the Company’s senior lender.

14.	In August 2022, the Company signed two $250,000 unsecured promissory notes with a maturity date six (6) months after issuance with an interest charge of 14% per annum to the same investor in 14 and 9. The notes are callable by the Holder no earlier than 90 days from issue. The Company has the right to prepay this note without penalty. The Company issued to the Holder a warrant to purchase 175,000 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 87,500 warrants and $0.20 per share for 87,500 warrants. There was $4,669 remaining in debt discount to be amortized over the term of these loans. The promissory note is subordinated to the Company’s senior lender.

15.	In December 2022, the Company entered into an unsecured promissory note with related party in exchange for $55,000. The maturity of the promissory note is four months from the date of issuance and carries an interest rate of 15% per annum. In conjunction with the promissory note, the Company also issued a warrant to purchase 23,625 shares of common stock which expires five years December 15, 2022 and has an exercise price of $0.20 with respect to 11,813 shares underlying the Warrant and $0.25 with respect to 11,812 shares underlying the Warrant. The promissory note is subordinated to the Company’s senior lender. In addition, in December 2022, the Company entered into an unsecured convertible promissory note with the same related party in exchange for $80,000. The maturity of the convertible note is March 31, 2023 and carries an interest rate of 15% per annum and is convertible into Company common stock at a conversion rate of $0.08 per share. There was $10,230 remaining in debt discounts to be amortized over the term of these loans. The promissory note is subordinated to the Company’s senior lender.

16.	In April 2018 the Company entered into a note with a related party which included a note payable in the amount of $87,500 bearing interest at 8% payable. This note was transferred to accounts payable and accrued expenses in August 2022 in conjunction with a non-binding arbitration settlement.

8. INCOME TAXES

The Company has incurred net losses since inception. As of December 31, 2022, the Company had cumulative federal net operating loss carryforwards of approximately $18,645,000 which are available to be carried forward indefinitely and federal net operating loss carryforwards of approximately $51,128,000 which at the latter date may be carried forward for tax years ending through December 31, 2037. As of December 31, 2022, the Company had cumulative state net operating loss carryforward of approximately $5,900,000 which will begin expiring in 2031 if not utilized prior to then. Utilization of NOL carryforwards may be limited under various sections of the Internal Revenue Code depending on the nature of the Company’s operations. The Company’s income tax returns are subject to examination by the Internal Revenue Service and applicable state taxing authorities, generally for a period of three years from the date of filing.

F-18

Table of Contents

Deferred taxes comprise the following as of December 31, 2022 and 2021:

	2022			2021

Net Operating Losses		14,849,000			14,986,000
Intangible assets		74,000
Stock based compensation		418,000
Property and equipment		(140,000	)
Valuation Allowance		(15,201,000	)		(14,986,000	)
Net Deferred Tax Asset		-			-

Reconciliation of the effective income tax rate to the federal statutory rate:
Federal Income Tax Rate		21	%		21	%
Permanent Differences		(2	)%		-
State Taxes, net		3	%		-
Change in valuation allowance including the effect of the rate change		(22)	%		(21)	%
Effective income tax rate		0	%		0	%

9. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and trade accounts receivables. The Company places its cash with high-credit-quality financial institutions. At times, such cash may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage limit of $250 thousand per depositor. As a result, there could be a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company has not experienced any losses due to these excess deposits and believes the risk is not significant. With respect to trade receivables, management routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited.

The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Access to the Company’s software products usually requires immediate payment but can extend several months under certain circumstances. Management periodically and regularly reviews customer account activity in order to assess the adequacy of allowances for doubtful accounts, considering such factors as economic conditions and each customer’s payment history and creditworthiness. If the financial condition of our customers were to deteriorate, or if they were otherwise unable to make payments in accordance with management’s expectations, we might have to increase our allowance for doubtful accounts, modify their financial terms and/or pursue alternative collection methods.

The Company has no significant customers (greater than 10% of total revenue) in its 2022 and 2021 revenue. The Company has accounts receivable concentration with one customer in 2022 representing 31% and two customers with concentrations of 12% and 11% respectively of total accounts receivables outstanding as of December 31, 2022 and one customers that represent 33% of accounts receivable outstanding as of December 31, 2021. Overall, the company decreased its accounts receivable ending balance approximately (34%) in 2022 from year-end 2021, compared to an over 61% growth in sales for 2022.

10. COMMITMENTS AND CONTINGENCIES

(A) LEASE COMMITMENTS

On November 15, 2017, the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden, Florida in which the Company had its headquarters. The lease provided for a one-year renewal term at the option of the Company that the company exercised. An amendment to this lease was signed on October 26, 2020 which extended the lease term through October 31, 2021. On September 10, 2021 an additional seven month extension was signed extending the lease term to May 30, 2022. On September 22, 2021 the Company signed a six year and one month lease agreement for approximately 7,650 square feet for its new headquarters commencing on January 1, 2022 located in Ocoee, Florida. The lease provides for a five year renewal term at the option of the Company. The company signed a three-year lease agreement for approximately 2.100 square feet of office space located in Concord, NC on July 16, 2020. With the acquisition of Advantech, the Company signed a two-year lease on May 12, 2021 for an office in Scottsdale, AZ.

As of December 31, 2022, undiscounted future lease obligations for the office space are as follows:

Lease Commitments
as of December 31, 2022
Less than 1 year		1-3 years		3-5 years		Total
$	268,532	$	752,235	$	288,707	$	1,309,474

Lease costs for the year ended December 31, 2022 were $344,301 and cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2022 were $285,786. As of December 31, 2022, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:

Undiscounted minimum lease commitments	$	1,309,474
Present value adjustment using incremental borrowing rate		(330,599	)
Lease liabilities	$	978,875

F-19

Table of Contents

(B) EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

On December 16, 2021, Robert McDermott, the President and Chief Executive Officer of the Company, entered into an employment agreement with the Company pursuant to which the Company employed Mr. McDermott for a term of three years. Mr. McDermott received a starting annual base salary of $295,000 per annum which increased to $317,500 per annum on December 16, 2022 and will increase to $348,000 per annum on December 31, 2023. In addition, Mr. McDermott is eligible to receive incentive bonus compensation pursuant to an executive bonus plan approved by the Board of Directors or the Compensation Committee of the Board of Directors of up to 30% of base salary. Mr. McDermott was awarded an option to purchase 18,000,000 shares of the Company’s Common Stock of which 25% (4,500,000) shares vest on December 16, 2022, another 25% (4,500,000) shares vest on December 16, 2023, another 25% (4,500,000) shares vest on December 16, 2024, and the remaining 25% (4,500,000) shares vest on December 16, 2025. In the event of termination of Mr. McDermott’s employment due to a change in control, by reason of his death or disability or by the Company without cause, his stock options that have not already vested will fully vest on the date of termination and any restrictions on any restricted stock owned by Mr. McDermott shall be lifted. Further, in the event of the termination of Mr. McDermott’s employment (i) due to a change in control Mr. McDermott will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the 24 month period following the date of termination, (ii) due to death or disability Mr. McDermott or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. McDermott will continue to receive his base salary for the 18 month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2020, Mr. McDermott received an award 600,000 restricted shares in early 2021 which has been reflected as compensation expense in the accompanying 2020 Statements of Operations. For the year ended December 31, 2022, Mr. McDermott received an award of 4,000,000 restricted shares in early 2023 which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. For the year ended December 31, 2021, Mr. McDermott received an award of 1,600,000 restricted shares in early 2022 which has been reflected in compensation expense in the accompanying 2021 Statements of Operations.

On December 16, 2021, David Fidanza, the Chief Information Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Fidanza for a term of three years. Mr. Fidanza received a starting annual base salary of $165,000 per annum which increases to $176,555 per annum on December 16, 2022, and to $190,000 per annum on December 16, 2023. Mr. Fidanza was awarded an option to purchase 3,000,000 shares of the Company’s Common Stock. 25% of the option award (750,000 shares) vest on December 16, 2022, another 25% (750,000 shares) vest on December 16, 2023, another 25% (750,000 shares) vest on December 16, 2024 and the remaining 25% (750,000 shares) vest on December 16, 2025. In the event of termination of Mr. Fidanza’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Fidanza shall be lifted. Further, in the event of the termination of Mr. Fidanza’s employment (i) due to a change in control Mr. Fidanza will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Fidanza or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Fidanza will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2022, Mr. Fidanza received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations.

On December 16, 2021, Muralidar Chakravarthi, the Chief Technology Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Chakravarthi for three years. Mr. Chakravarthi is to receive an annual base salary of $165,000 per annum which increases to $176,555 per annum on December 16, 2022 and to $190,000 per annum on December 16, 2023. Mr. Chakravarthi was awarded an option to purchase 3,000,000 shares of the Company’s Common Stock. 25% of the option award (750,000 shares) vest on December 16, 2022, another 25% (750,000 shares) vest on December 16, 2023 another 25% (750,000 shares) vest on December 16, 2024 and the remaining 25% (750,000 shares) vest on December 16, 2025. In the event of termination of Mr. Chakravarthi’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Chakravarthi shall be lifted. Further, in the event of the termination of Mr. Chakravarthi’s employment (i) due to a change in control Mr. Chakravarthi will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Chakravarthi or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Chakravarthi will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2022, Mr. Chakravarthi received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations.

On December 16, 2021, Mr. Jeffrey Stellinga was promoted to Chief Operating Officer of the Company and entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Stellinga for two years. Mr. Stellinga is to receive an annual base salary of $150,000 per annum which increases to $157,500 per annum on December 16, 2022 . Mr. Stellinga was awarded an option to purchase 2,000,000 shares of the Company’s Common Stock. 33% of the option award (666,666 shares) vest on December 16, 2022, another 33% (666,666 shares) vest on December 16, 2023 and the remaining 34% (666,668 shares) vest on December 16, 2024. In the event of termination of Mr. Stellinga’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Stellinga shall be lifted. Further, in the event of the termination of Mr. Stellinga’s employment (i) due to a change in control Mr. Stellinga will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Stellinga or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Stellinga will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2022, Mr. Stellinga received an award of 250,000 restricted shares which has been reflected in compensation expense in the accompanying 2022 Statements of Operations.

On August 18, 2021, Mr. Archit Shah, Chief Financial Officer of the Company entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Shah for three years. Mr. Shah is to receive an annual base salary of $232,500 per annum beginning September 7, 2021 which increases to $242,500 per annum on September 7, 2022 and increases to $255,000 on September 7, 2023 . Mr. Shah was awarded an option to purchase 2,880,000 shares of the Company’s Common Stock. 33% of the option award (960,000 shares) vest on September 7, 2022, another 33% (960,000 shares) vest on September 7, 2023 and the remaining 34% (960,000 shares) vest on September 7, 2024. In the event of termination of Mr. Shah’s employment due to reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Shah shall be lifted. Further, in the event of the termination of Mr. Shah’s employment due to death or disability Mr. Shah or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Shah will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer.

F-20

Table of Contents

(C) LITIGATION

The Company from time to time, may be a party to various litigation, claims and disputes, arising in the ordinary course of business. While the ultimate impact of such actions cannot be predicted with certainty, we believe the outcome of these matters, except for that noted below, will not have a material adverse effect on our financial condition or results of operations.

On November 1, 2022, iCoreConnect entered into a settlement agreement and release (the “Settlement Agreement”) with SPR and Smith in connection with the above litigation. In order to resolve all matters subject to the dispute, the Settlement Agreement provided that on, or before, the 60th day following the effective date of the Settlement Agreement, which was November 1, 2022 (such 60th day, the “Payment Date”), iCoreConnect shall redeem, and/or or iCoreConnect’s designees shall acquire, a total of 9,000,000 shares of iCoreConnect Common Stock from SPR and certain shareholders or affiliates of SPR at a purchase price of $0.08 per share. The Settlement Agreement further provided that in addition to the purchase of the foregoing 9,000,000 shares, iCoreConnect or its designee will have the option, but not the obligation, to acquire or redeem any or all of the remaining 5,401,887 shares held by certain shareholders or affiliates of SPR on, or before, the Payment Date, at the cost of $0.08 per share. In connection with the dispute, iCoreConnect had previously posted a cash bond of $200,000 with the court. Pursuant to the Settlement Agreement, $100,000 was released to SPR upon execution of the Settlement Agreement, which amount will be credited toward the payment of the 9,000,000 shares described above. The foregoing share purchase obligation was satisfied on December 30, 2022. Upon the payment for the shares, the remaining $100,000 of the bond was released to SPR in consideration for the release of all claims and liens and the dismissal of the litigation. Upon iCoreConnect’s compliance with the above share repurchase obligations, J.D. Smith, the son of Jerry Smith, resigned as a director and chairman of Board of Directors. The Settlement Agreement provides that upon the performance of each of the parties of their obligations thereunder, SPR and Smith, on the one hand, and iCoreConnect, on the other hand, each agrees to a complete release of the other party or parties. The Settlement Agreement was fully completed on December 30, 2022 and a full release received from the courts.

11. BUSINESS COMBINATIONS

The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions.

Advantech

On April 23, 2021 iCoreConnect Inc., a Nevada corporation (“Buyer”), acquired substantially all of the assets and business of Heyns Unlimited LLC, an Arizona limited liability company, doing business as Advantech (“Seller”), in exchange for (i) 5,000,000 shares of restricted Common Stock of Buyer, (ii) $1,800,000 in cash and (iii) the assumption of certain liabilities and obligations of Seller.

For the period April 1, 2021 through May 17, 2021, the Company issued 10,420,000 shares of Common Stock for cash proceeds totaling $1,042,000 The proceeds were used for the acquisition of Advantech and general corporate purposes. The Company also issued 5,000,000 shares of common stock during the period to acquire the assets of Advantech.

Business Computer Solutions (BCS)

On May 31, 2021 the Company acquired substantially all of the assets and business of BCS Tech Center, Inc., an Arizona corporation doing business as Business Computer Solutions (“Seller”), in exchange for (i) 250,000 shares of Common Stock of Buyer, (ii) $100,000 in cash, and (iii) the assumption of certain specified debts, liabilities and obligations, all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of May 31, 2021 (the “BCS Tech Center, Inc. Asset Purchase Agreement”).

Spectrum Technology Solutions (STS)

On September 1, 2021 the Company acquired substantially all of the assets and business of Spectrum Technology Solutions, LLC, an Arizona limited liability company doing business as STS (“Seller”), in exchange for (i) 4,046,617 shares of common stock of Buyer and; (ii) $1,350,000 in cash all upon the terms and conditions set forth in an Asset Purchase Agreement dated as of September 1, 2021 (the “Spectrum Technology Solutions, LLC Asset Purchase Agreement”).

F-21

Table of Contents

Pursuant to the guidance in FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, the Company calculated the estimated fair value of the acquired customer relationships using the discounted cash flow approach. The key assumptions and inputs into the cash flow model used were: (1) an annual customer attrition rate of 8%, (2) a gross margin percentage of 55%, (3) a tax rate of 23.50% and (4) a discount rate of 12%.

Certain fair values of acquired assets and assumed liabilities may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods within the measurement period when it reflects new information obtained about facts and circumstances that were in existence at the acquisition date. The measurement period cannot exceed one year from the acquisition date.

The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of the dates detailed in the table:

	Advantech		BCS		STS
Consideration Paid:	April 23, 2021		May 31, 2021		September 1, 2021
Cash	$	1,800,000	$	100,000	$	1,500,000
Common stock		500,000		25,000		500,000
	$	2,300,000	$	125,000	$	2,000,000

Fair values of identifiable assets acquired and liabilities assumed:

Assets acquired:
Cash	$	26,944	$	5,120	$	150,000
Other current asset		-		-		35,223
Right of Use - Lease		-		-		-
Fixed Assets		9,875		-		32,000
Customer relationships		1,476,630		100,000		1,606,805
Total assets acquired	$	1,513,449	$	105,120	$	1,824,028

Liabilities assumed:
Due to Seller		-		-		-
Accrued Liability		11,185		-		-
Deferred revenue		-		-		-
Lease Liability		-		-		-
Total liabilities assumed	$	11,185	$	-	$	-

Net assets acquired	$	1,502,264	$	105,120	$	1,824,028

Goodwill	$	797,736	$	19,880	$	175,972

12. PRO FORMA INFORMATION

The following information represent the unaudited pro forma combined results of operations, including acquisitions giving effect to the acquisition as if they occurred at the beginning of years ended December 31, 2021:

	December 31, 2021
	(unaudited)

Revenue	$	6,771,946

Net Loss attributable to Common Stockholders		(5,217,917	)

Weighted average common shares outstanding		146,726,959
Basic and diluted loss per common share	$	(0.04	)
Effective income tax rate		21	%

13. RELATED PARTY TRANSACTIONS

The Company incurred related party transactions of $561,975 for the year ended December 31, 2022 and $63,216 for the year ended December 31, 2021 in relation to payments of interest and principle on a Note Payable with its Chief Executive Officer and its Chief Operating Officer and consulting fees paid to a director.

14. PAYROLL PROTECTION PLAN

The Company received loan proceeds in the amount of approximately $330,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The Company received forgiveness of this loan in 2021 and recorded $330,047 as other income a for the year ended December 31, 2021

F-22

Table of Contents

15. SUBSEQUENT EVENTS

·	The holders of Preferred Stock shall not be entitled to vote on any matters submitted to the stockholders of FGMC.

·	From and after the date of the issuance of any shares of FGMC Preferred Stock, dividends shall accrue at the rate per annum of 12% of the original issue price for each share of FGMC Preferred Stock, prior and in preference to any declaration or payment of any other dividend (subject to appropriate adjustments).

·	From the closing of the Business Combination until the second anniversary of the date of the original issuance of the FGMC Preferred Stock, FGMC may, at its option, pay all or part of the accruing dividends on the FGMC Preferred Stock by issuing and delivering additional shares of FGMC Preferred Stock to the holders thereof.

·	FGMC shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of FGMC the holders of the FGMC Preferred Stock then outstanding shall first receive dividends due and owing on each outstanding share of FGMC Preferred Stock.

·	In the event of any liquidation, dissolution or winding up of FGMC, the holders of shares of FGMC Preferred Stock then outstanding shall be entitled to be paid out of the assets of FGMC available for distribution to its stockholders an amount per share equal to the greater of (i) one times the applicable original issue price, plus any accrued and unpaid dividends, and (ii) such amount as would have been payable had all shares of FGMC Preferred Stock been converted into FGMC Common Stock pursuant to the following paragraph immediately prior to such liquidation, dissolution or winding up, before any payment shall be made to the holders of FGMC Common Stock.

·	After 24 months from the closing of the Business Combination, in the event the closing share price of the FGMC Common Stock shall exceed 140% of the Conversion Price (as defined in the Merger Agreement) then in effect, then (i) each outstanding share of FGMC Preferred Stock shall automatically be converted into such number of shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion and (ii) such shares may not be reissued by FGMC, subject to adjustment. At the time of such conversion, FGMC shall declare and pay all of the dividends that are accrued and unpaid as of the time of the conversion by either, at the option of FGMC, (i) issuing additional FGMC Preferred Stock or (ii) paying cash.

·	Each share of FGMC Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of FGMC Common Stock as is determined by dividing the original issue price by the Conversion Price in effect at the time of conversion, subject to adjustment.

·	Immediately prior to any such optional conversion FGMC shall pay all dividends on the FGMC Preferred Stock being converted that are accrued and unpaid as of such time by, either, at the option of FGMC: (i) issuing additional FGMC Preferred Stock or (ii) paying cash.

On January 23, 2023, the Convertible Note holder due in June 2023. exercised its option to convert all of its outstanding principal and interest totaling $603,788 into the Company’s Common Stock at the stated exercise price of $0.10 per common stock resulting in the issuance of 6,037,883 common stock shares.

On January 31, 2023, the related party Convertible Note holder due in March 2023 exercised its option to convert all of his outstanding principal and interest totaling $81,545 into the Company’s Common Stock at the stated exercise price of $0.08 per common stock resulting in the issuance of 1,019,315 common stock shares.

In January 2023, the Company issued 4,750,000 shares of common stock at $0.10 per share for cash proceeds of $475,000. These funds were raised for continued operations.

On February 21, 2023, the Company received a notice under section 21 of Indian Arbitration and Conciliation Act, 1996 related to a dispute pursuant to contract between the Company and a service provider, pursuant to which the service provider has asserted the Company has violated the terms of the contract and has claimed damages of approximately $635,000. The Company is evaluating the claims asserted against it and intends to defend itself vigorously in these proceedings; however, there can be no assurances that it will be successful in its efforts.

On March 15, 2023, the Company entered into a twelve (12) month Convertible Secured Promissory Note (“Note”). The Note is for $2,500,000 with $500,000 paid to the Holder on issuance for net proceeds of $2,000,000. The Note carries and interest of 15% per annum which can be paid in cash or kind and it is convertible either into the Company’s Common Stock after six months from date of issuance at $0.10 per share, or if the Business Combination is completed the Note is convertible into common stock of FGMC. As a condition of the Note all existing outstanding Notes excluding our Senior Secured Note Payable had their term extended to September 1, 2023. In addition all vested option holders and all warrant holders were provided with a cashless purchase option at time of the Business Combination. The Note is superior to all notes in terms of security except of our Senior Secured Note Payable.

F-23

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures (As Restated).

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our Chief Executive Officer who is our principal executive officer and our Chief Financial Officer, who is our principal financial and accounting officer, have concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to a material weakness in internal controls over financial reporting related to the Company’s accounting for complex financial instruments and material weakness related to our inability to adequately segregate responsibilities over the financial reporting process. In addition, management has further identified deficiencies within its corporate governance practices, as the Company did not have the necessary controls in place to understand the impact on equity holders and monitor the issuance of instruments with down round features To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate its research and understanding of the nuances of the complex accounting standards that apply to its financial statements. We plan to include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications and we also plan to hire additional personnel to help provide adequate segregation of duties in the financial reporting process.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal period that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our Chief Executive Officer and our Chief Financial Officer were responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting refers to the processes designed by, or under the supervision of, our Chief Executive Officer, and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of preventing and detecting misstatements on a timely basis. It is possible to design into the process safeguards to reduce, though not eliminate, the risk that misstatements are not prevented or detected on a timely basis.

Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO (2013 Framework). Based on this assessment, management has concluded that, as of December 31, 2022, our internal control over financial reporting was not effective due to the material weakness described above.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are a "non-accelerated filer."

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

Table of Contents

PART III

Items 10 Directors, Executive Officers and Corporate Governance

Directors

The Board of Directors of the Company is composed of the following seven persons:

Robert P. McDermott (age 55) has been Chief Executive Officer and President of iCoreConnect and is a member of the Company’s board of directors since July 2013. He is a 30-year veteran in sales, operations and finance. Mr. McDermott has had a successful career as an entrepreneur while demonstrating strong leadership skills in running these organizations. Mr. McDermott's Company (AXSA Document Solutions Inc.) made the prestigious Inc. 500 list and was listed as the 173rd fastest growing Company in America while he was CEO. He joined iCoreConnect in 2013, bringing more than 25 years of technology industry leadership, and executive management experience to his role with the Company. Mr. McDermott has held positions in various companies as either CEO or President. He has a bachelor’s degree majoring in Finance from Dowling College, NY.

Jeffrey W. Stellinga (age 53) has been a member of our Board of Directors since May 2014 and Chief Operating Office since December 2021. Mr. Stellinga is responsible for growing and expanding revenue on existing products and creating new programs to increase sales and productivity. Mr. Stellinga is a 25-year veteran of sales and finance and has spent most of his career in finance and capital markets. Mr. Stellinga spent 18 years at US Bank rising through the ranks and becoming a Senior Regional Sales Director. After a successful 18 years, Mr. Stellinga took a job with Saxon Business Systems - A Xerox company as a Branch Manager for two years. He has since worked for CoActiv Capital Partners as Regional Sales Director for their Southeast Territory and is presently employed at Everbank Commercial Finance as it’s Eastern Sales Manager.

Table of Contents

Paul Jackson (age 59) is currently a Global Equity Analyst and Portfolio Manager at Amundi Pioneer Asset Management and before then was a Portfolio Manager of Pentucket Capital, LLC and the Chief Investment Officer of Cedrus Investments LTD. Previously he had served as an Equity Analyst at Fidelity Investments. Mr. Jackson earned a Master of Business Administration from The Wharton School, University of Pennsylvania, a Master of Science in Information and Computer Science from the Georgia Institute of Technology and a Bachelor of Science (Honors) in Electrical and Electronic Engineering from Newcastle upon Tyne Polytechnic, United Kingdom.

Harry Travis (age 68) has been a director of iCoreConnect since January 2023. Mr. Travis has been president of The Travis Group, a pharmacy and health care consulting firm since June 2022, prior to which he was the Senior Vice President Member Service Operations for CVS Caremark where he over saw 30,000 employees and help manage over 200 plus insurance plans. Prior to this role, Mr. Travis was also the President and CEO of eTectRx a company specializing in medical adherence through microchip pill technology. Mr. Travis holds a BS in Pharmacy from the University of Pittsburgh, School of Pharmacy and an MBA from The Darden School at the University of Virginia.

Kevin McDermott (age 57) has been a director of iCoreConnect since January 2023. Mr. McDermott has been with SAP North America for over 20 years and has held various roles throughout his tenure including Director of Software Sales North America, Vice President of Sales and he currently the Head of Channel Sales.

Named Executive Officers

The following table sets forth the names and ages of each of our Named Executive Officers (NEO).

NAME	AGE	POSITION
Robert P McDermott	55	President, Chief Executive Officer and Director
David Fidanza	60	Chief Information Officer
Muralidar Chakravarthi	43	Chief Technology Officer
Jeffrey Stellinga	53	Chief Operating Officer
Archit Shah	47	Chief Financial Officer

Table of Contents

Executive Officer Backgrounds

See Directors for the biography, name and age of Mr. McDermott who is a named executive officer (President, Chief Executive Officer) and a director of the Company as well as Mr. Stellinga who is a named executive officer (Chief Operating Officer) and director of the Company.

All of our officers are elected annually by our Board and serve as officers of the Company at the pleasure of the Board.

David Fidanza, Chief Information Officer. Mr. Fidanza is a 35-year veteran in technology. His focus over the past 15 years has been on the design, implementation and support of enterprise level software solutions that focus on managing, securing, and delivering data. Over the last few years, Mr. Fidanza held two different positions. In April 2015, Mr. Fidanza started working with the Company as the Director of Software Implementation. In September 2017, he was promoted to Chief Information Officer. Mr. Fidanza oversees the MSaaS IT Department, and Content Development Initiatives.

Muralidar Chakravarthi, Chief Technology Officer. Mr. Chakravarthi brings nearly 20 years in research and development experience to iCoreConnect. Mr. Chakravarthi joined iCoreConnect Inc. in October 2013 and is currently responsible for understanding the business needs and managing the successful design, development and deployment of iCoreConnect’s products and services. Mr. Chakravarthi has extensive experience in designing, developing and deploying multiple products and solutions to market. He was previously the Chief Software Architect for Nasplex Datacenters, LLC from 2010 through 2013, which was acquired by Transformyx Technologies, Inc. His job duties at Nasplex were to manage the design and development of various products and services. His role also included identifying key solutions for certain market spaces. He was also a cofounder of Team Cajunbot (University of Louisiana) - one of the teams that participated and was selected to run in the finals in the DARPA grand challenge for autonomous vehicle research (2004 - 2006). He holds a Master of Science in Computer Science from Southern Illinois University.

Archit Shah, Chief Financial Officer. Mr. Shah bring over 20 years of finance and accounting experience to the Company. Mr. Shah joined iCoreConnect Inc. in September 2021 and is responsible for the Company’s financial reporting, budgeting, forecasting, SEC filings, audits and investor relations. Mr. Shah has extensive experience as a finance and operations consultant focused on start-ups, turnarounds and restructurings in a variety of industries ranging from pharmaceutical companies to consumer health products to fitness concepts. Mr. Shah has run several franchise concepts as well as his own financial consulting practice, prior to which he was the Chief Financial Officer for XOS Digital Inc. Mr. Shah holds a Bachelor of Commerce (Honors) from the University of Manitoba and is a designated Chartered Professional Accountant (CPA, CA) from the Chartered Professional Accountants of Manitoba. He is also a Certified Public Accountant by the State of Illinois.

All of our executive officers have entered into employment agreements with the Company.

Table of Contents

Corporate Governance

Board Oversight of Risk

Our Board bears the responsibility for maintaining oversight over our exposure to risk. Our Board, itself and through its committees, meets with various members of management regularly and discusses our material risk exposures, the potential impact on us and the efforts of management it deems appropriate to deal with the risks that are identified. The Audit Committee considers our risk assessment and risk management practices including those relating to regulatory risks, financial liquidity and accounting risk exposure, reserves and our internal controls. The Nominating and Governance Committee considers the risks associated with our corporate governance principles and procedures with the guidance of our counsel. Our Compensation Committee, in connection with the performance of its duties, considers risks associated with our compensation programs.

Audit Committee

Our Audit Committee is composed of three directors. The current members are Harry Travis, Kevin McDermott and Paul Jackson. Our Board has determined that Paul Jackson is an “Audit Committee Financial Expert,” as defined by the SEC rules.

Our Audit Committee, among other things is responsible for:

	·	Considering the qualifications of and appoints and oversees the activities of our independent registered public accounting firm, i.e., our independent auditor;

	·	Reviewing with the independent auditor any audit problems or difficulties encountered in the course of audit work;

	·	Pre-approving all audit and non-audit services provided by the independent auditor;

	·	Discussing with the independent auditor the overall scope and plans for their respective audits, including the adequacy of staffing and budget or compensation;

	·	Reviewing our financial statements and reports and meets with management and the independent auditor to review, discuss and approve our financial statements ensuring the completeness and clarity of the disclosures in the financial statements;

	·	Monitoring compliance with our internal controls, policies, procedures and practices;

	·	Reviewing management’s report on its assessment of the effectiveness of internal control over financial reporting as of the end of each fiscal year and the independent auditor’s report on the effectiveness of internal control over financial reporting;

	·	Discussing our policies on risk assessment and risk management, our major financial risk exposures and the steps management has taken to monitor and control such exposures;

	·	Reviewing our compliance and ethics programs, including legal and regulatory requirements, and reviews with management our periodic evaluation of the effectiveness of such programs;

	·	Reviewing and approving related-party transactions; and

	·	Undertaking such other activities as our Board from time to time may delegate to it.

Table of Contents

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of two directors. The current members are Paul Jackson and Jeffrey Stellinga.

The nominating duties and responsibilities of the Committee are as follows:

	·	To evaluate the qualifications of candidates for Board membership and, following consultation with the Chief Executive Officer, recommend to the Board nominees for open or newly created director positions;
	·	To consider nominees recommended by stockholders as long as such recommendations are received at least 120 days before the stockholders meet to elect directors;
	·	To periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board, and submit to the Board on an annual basis a report summarizing its conclusions regarding these matters;
	·	To provide an orientation and education program for Directors; and To perform such other duties as the Board may assign to the Committee.

The governance duties and responsibilities of the Committee are as follows:

	·	To periodically assess the current structure and operations of the committees of the Board and recommend changes to the Board;
	·	To develop and recommend to the Board corporate governance guidelines and to review such guidelines at least annually and recommend to the Board changes as necessary;
	·	To develop and recommend to the Board procedures for the evaluation and self-evaluation of the Board and its committees and to oversee the evaluation process;
	·	To perform an evaluation of the Committee’s performance at least annually to determine whether it is functioning effectively; and
	·	To periodically review the compensation of the Board and recommend changes to the Board.

Compensation Committee

Our Compensation Committee is composed of three directors. The current members are Kevin McDermott (Chair), Paul Jackson and Harry Travis. Our Compensation Committee held discussion in connection with the regular Board of Director meetings held during 2022.

Our Compensation Committee advises our Board with respect to our compensation practices and administers our 2016 Long-Term Incentive Plan. The principal duties and responsibilities of our Compensation Committee include:

	·	Reviewing and approving compensation principles that apply generally to our employees;
	·	Establishing and reviewing corporate goals and objectives relevant to the compensation of the Chief Executive Officer and evaluating his performance in light of the established goals and objectives and approving their annual compensation;

Table of Contents

	·	Reviewing, based primarily on the evaluations and recommendations of the Chief Executive Officer, the performance of the other executive officers and all direct reports of our Chief Executive Officer;
	·	Overseeing our compliance with the requirements under trading market regulatory rules with respect to our long-term incentive compensation plan; and
	·	Reviewing and discussing compensation programs that may create incentives that can affect our risk and management of that risk.

Code of Ethics

We have adopted a Code of Ethics, as supplemented by a Code of Conduct, which applies to all of our directors, officers (including our Chief Executive Officer, and Chief Financial Officer) and employees. The Code of Financial Ethics has been posted to our Internet website at http://www.iCoreConnect.com. The Company satisfies disclosure requirements regarding amendments to, or waivers from, any provisions of its Code of Financial Ethics on its website.

Nomination of Director Candidates

We receive suggestions for potential director nominees from many sources, including members of the Board, advisors, and stockholders. Any such nominations, together with appropriate biographical information, should be submitted to the Secretary of the Company (the “Corporate Secretary”) in the manner discussed below. Any candidates submitted by a stockholder or stockholder group are reviewed and considered in the same manner as all other candidates.

Qualifications for consideration as a Board nominee may vary according to the particular areas of expertise being sought as a complement to the existing board composition. However, minimum qualifications include high level leadership experience in business activities, breadth of knowledge about issues affecting the Company, experience on other boards of directors, preferably public company boards, and time available for meetings and consultation on Company matters. Our Nominating and Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying director candidates, but seeks a diverse group of candidates who possess the background, skills and expertise to make a significant contribution to the Board, to the Company and our stockholders. Candidates whose evaluations are favorable are recommended by our Nominating and Governance Committee to the full Board for consideration. The full Board selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the annual meeting.

A stockholder wishing to nominate a candidate for election to our Board of Directors at any annual meeting at which the Board has determined that one or more directors will be elected must submit a written notice of his or her nomination of a candidate to the Corporate Secretary, providing the candidates name, biographical data and other relevant information together with a consent from the nominee. The submission must comply with our Bylaws and must be received at our principal executive offices 120 days prior to the anniversary date of the mailing date of our previous year’s proxy statement so as to permit the Board of Directors time to evaluate the qualifications of the nominee.

We have not employed an executive search firm, or paid a fee to any other third party, to locate qualified candidates for director positions.

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs.

	Year	Salary		Stock Awards (1) (2)		Options Awards (1)(2)		All other compensation (3)		Total

Robert McDermott	2022	$	270,417	$	396,050		559,377	$	308,562	$	1,534,406
Chief Executive Officer and President	2021	$	289,250	$	176,160		23,307	$	266,872	$	755,589

David Fidanza	2022	$	165,481	$	22,250		93,230	$	9,000		289,961
Chief Information Officer	2021	$	150,625	$	-		3,885	$	9,375		163,885

Muralidar Chakravarthi	2022	$	165,481	$	22,250		93,230	$	9,000	$	289,961
Chief Technology Officer	2021	$	131,458	$	-		3,885	$	6,000	$	141,343

Jeffrey Stellinga	2022	$	150,313	$	40,050		82,871	$	9,000	$	282,234
Chief Operating Officer	2021	$	125,000	$	-		3,453	$	6,000	$	134,453

Archit Shah	2022	$	235,625	$	-		115,200	$	6,000	$	356,825
Chief Financial Officer	2021	$	74,072	$	-		38,400	$	2,000	$	114,472

Notes:

	1.	Represents the aggregate grant date fair value of the shares of the Company’s Common Stock or options awarded as determined under Financial Accounting Standards Board Accounting Standards Codification Topic No. 718-20, Awards Classified as Equity. For information, regarding the valuation of these awards, including assumptions, refer to Note 4 to the Company's Financial Statements as a part of this filing.

	2.	The grant date fair value of the performance award options, and restricted Common Stock included in this column is the awarded employment agreement terms determined as of the grant date.

	3.	These amounts are for Health Care Insurance reimbursement and automobile allowances as per the terms of the respective employment agreements.

Table of Contents

Compensation Discussion and Analysis

Our compensation program has been designed to attract, reward, and retain capable executives and to provide incentives for the attainment of short-term performance objectives and strategic long-term performance goals. A number of key principles guide management and our Compensation Committee in determining compensation for hiring, motivating, rewarding, and retaining executive officers who create both short- and long-term stockholder value for us, including:

	·	A significant amount of compensation should be linked to measurable success in business performance;
	·	Management's interests should be aligned with those of the stockholders';
	·	Both short and long-term financial and business objectives should be incentivizing; and
	·	Compensation should be set at levels that will be competitive with the compensation offered by the local market, and to the extent possible, companies against whom we compete for executive talent so that we are able to attract and retain talented and experienced executives.

In an effort to balance the need to retain executive talent yet motivate executives to achieve superior performance, we have adopted a compensation philosophy that contains both fixed and variable elements of compensation. Our compensation philosophy is to reward executives with compensation aligned with our short-term and long-term financial goals and the establishment of performance targets that do not promote excessive risk-taking. The elements of our total executive compensation are base salary, cash bonus and stock incentives. The compensation program was designed to create a substantial percentage of variable compensation for executives, subject to increases or decreases based on the attainment of specified achievements and targets.

Our Compensation Committee uses its judgment in allocating compensation between long- and short- term incentives and cash and non-cash components. Although long-term incentives are considered of great significance in aligning performance with stockholder interests, they have traditionally been a smaller component of aggregate compensation. The Compensation Committee has historically awarded long-term incentive compensation, in the form of equity awards, as consideration for Named Executive Officers (NEOs) entering into a new employment agreement.

Our Compensation Committee has the authority to review and approve compensation principles and practices that apply generally to our executives and senior employees. Our Compensation Committee reviews corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates their performance in light of the established goals and objectives and approves their annual compensation. It also reviews the corporate goals and objectives established by our Chief Executive Officer relevant to the compensation of all other executive officers and all direct reports of the Chief Executive Officer. Based primarily on the evaluations and recommendations of our Chief Executive Officer of the performance of such executive officers and direct reports in light of the established goals and objectives, our Compensation Committee approves their annual compensation. It also reviews the evaluation process and compensation structure for the other members of our senior management and provides oversight regarding management’s decisions concerning the performance and compensation of such members of senior management.

Elements of Compensation

Salary

Salary is intended to compensate our executives for performance of their core job responsibilities and duties.

The base salaries of Robert McDermott, Dave Fidanza, Muralidar Chakravarthi, Jeffrey Stellinga and Archit Shah are also set forth in their employment agreements. The employment agreements were negotiated between Messrs. Fidanza, Chakravarthi, Stellinga and Shah with the Chief Executive Officer in consultation with our Compensation Committee. The salaries set forth in their employment agreements were determined by the Chief Executive Officer, in consultation with our Compensation Committee, taking into consideration their roles and responsibilities within the Company, as well as the amount and components of aggregate compensation for comparable positions in our geographical market.

Equity Compensation

Equity compensation is intended to incentivize employees and to promote alignment between our employees and our stockholders. Additionally, stock options and restricted stock are also aimed at retention as the vesting period or the period during which the restrictions lapse generally ranges from one to three years.

Our Compensation Committee granted stock options and/or restricted stock to Robert McDermott, David Fidanza, Muralidar Chakravarthi, Jeffrey Stellinga and Archit Shah in connection with their entering into their respective employment agreements. In addition, certain NEO generally receives an equity compensation grant once a year in connection with annual performance reviews based on an assessment of such person’s individual performance, as well as our overall performance and the dilutive effect of the equity awards.

Table of Contents

Employment Agreements with Named Executive Officers

On December 16, 2021, Robert McDermott, the President, and Chief Executive Officer of the Company, entered into an employment agreement with the Company pursuant to which the Company employed Mr. McDermott for a term of three years. Mr. McDermott received a starting annual base salary of $295,000 per annum which increased to $317,500 per annum on December 16, 2022 and will increase to $348,000 per annum on December 31, 2023. In addition, Mr. McDermott is eligible to receive incentive bonus compensation pursuant to an executive bonus plan approved by the Board of Directors or the Compensation Committee of the Board of Directors of up to 30% of base salary. Mr. McDermott was awarded an option to purchase 18,000,000 shares of the Company’s Common Stock of which 25% (4,500,000 shares) vest on December 16, 2022, another 25% (4,500,000 shares) vest on December 16, 2023, another 25% (4,500-,000 shares) vest on December 16, 2024, and the remaining 25% (4,500,000 shares) vest on December 16, 2025. In the event of termination of Mr. McDermott’s employment due to a change in control, by reason of his death or disability or by the Company without cause, his stock options that have not already vested will fully vest on the date of termination and any restrictions on any restricted stock owned by Mr. McDermott shall be lifted. Further, in the event of the termination of Mr. McDermott’s employment (i) due to a change in control Mr. McDermott will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the 24 month period following the date of termination, (ii) due to death or disability Mr. McDermott or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. McDermott will continue to receive his base salary for the 18 month period following the date of termination or through the end of the employment period, whichever is longer. For the year ended December 31, 2022, Mr. McDermott received an award of 4,000,000 restricted shares in early 2023 which has been reflected in compensation expense in the accompanying 2022 Statements of Operations. For the year ended December 31, 2021, Mr. McDermott received an award of 1,600,000 restricted shares in early 2022 which has been reflected in compensation expense in the accompanying 2021 Statements of Operations.

On December 16, 2021, Muralidar Chakravarthi, the Chief Technology Officer of the Company, entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Chakravarthi for three years. Mr. Chakravarthi is to receive an annual base salary of $165,000 per annum which increases to $176,555 per annum on December 16, 2022, and to $190,000 per annum on December 16, 2023. Mr. Chakravarthi was awarded an option to purchase 3,000,000 shares of the Company’s Common Stock. 25% of the option award (750,000 shares) vest on December 16, 2022, another 25% (750,000 shares) vest on December 16, 2023, another 25% (750,000 shares) vest on December 16, 2024 and the remaining 25% (750,000 shares) vest on December 16, 2025. In the event of termination of Mr. Chakravarthi’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Chakravarthi shall be lifted. Further, in the event of the termination of Mr. Chakravarthi’s employment (i) due to a change in control Mr. Chakravarthi will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Chakravarthi or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Chakravarthi will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer.

On December 16, 2021, Mr. Jeffrey Stellinga was promoted to Chief Operating Officer of the Company and entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Stellinga for two years. Mr. Stellinga is to receive an annual base salary of $150,000 per annum which increases to $157,500 per annum on December 16, 2022. Mr. Stellinga was awarded an option to purchase 2,000,000 shares of the Company’s Common Stock. 33% of the option award (666,666 shares) vest on December 16, 2022, another 33% (666,666 shares) vest on December 16, 2023, and the remaining 34% (666,668 shares) vest on December 16, 2024. In the event of termination of Mr. Stellinga’s employment due to a change in control, by reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Stellinga shall be lifted. Further, in the event of the termination of Mr. Stellinga’s employment (i) due to a change in control Mr. Stellinga will continue to receive his base salary and his annual bonus computed at 100% of his base salary for the six month period following the date of termination, (ii) due to death or disability Mr. Stellinga or his estate will continue to receive his base salary during the six month period following the date of termination and (iii) by the Company without cause Mr. Stellinga will continue to receive his base salary for the six month period following the date of termination or through the end of the employment period, whichever is longer.

Table of Contents

On August 18, 2021, Mr. Archit Shah, Chief Financial Officer of the Company entered into an employment agreement with the Company, pursuant to which the Company employed Mr. Shah for three years. Mr. Shah is to receive an annual base salary of $232,500 per annum beginning September 7, 2021, which increases to $242,500 per annum on September 7, 2022, and increases to $255,000 on September 7, 2023. Mr. Shah was awarded an option to purchase 2,880,000 shares of the Company’s Common Stock. 33% of the option award (960,000 shares) vest on September 7, 2022, another 33% (960,000 shares) vest on September 7, 2023, and the remaining 34% (960,000 shares) vest on September 7, 2024. In the event of termination of Mr. Shah’s employment due to reason of his death or disability or by the Company without cause, the stock option will become fully vested on the date of termination and any restrictions on any restricted stock owned by Mr. Shah shall be lifted. Further, in the event of the termination of Mr. Shah’s employment due to death or disability Mr. Shah or his estate will continue to receive his base salary during the six-month period following the date of termination and (iii) by the Company without cause Mr. Shah will continue to receive his base salary for the six-month period following the date of termination or through the end of the employment period, whichever is longer.

Executive Compensation

Retirement Benefits

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options and shares of restricted stock at the discretion of our Board. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.

Compensation Upon Termination of Employment

We have no plans or arrangements in respect of remuneration received or that may be received by any of our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement or change of control) or a change of responsibilities following a change of control.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

Outstanding Equity Awards

As of December 31, 2022, our NEOs had the following outstanding options:

Option Awards
Name	Grant Date of Equity Award	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date

Robert McDermott	12/16/2021		4,500,000	(1)		13,500,000	(1)	$	0.124306	12/14/2031

David Fidanza	9/1/2017		180,000			-		$	0.03	9/1/2028
	10/1/2018		300,000			-		$	0.25	10/2/2028
	12/16/2021		750,000	(1)		2,250,000	(1)	$	0.124306	12/14/2031

Jeffery Stellinga	12/16/2021		666,667	(2)		1,333,333	(2)	$	0.124306	12/14/2031

Murali Chakravarthi	9/1/2017		200,000			-		$	0.03	9/1/2028
	11/1/2018		300,000			-		$	0.25	11/1/2028
	12/16/2021		750,000	(1)		2,250,000	(1)	$	0.124306	12/14/2031

Archit Shah	9/7/2021		960,000	(2)		1,920,000	(2)	$	0.128165	9/5/2031

(1) The shares underlying the options vest in equal annual installments over a four-year period (i.e., one-quarter of each grant vests on the first, second, third, and fourth anniversary of the grant date).

(2) The shares underlying the options vest in equal annual installments over a three-year period (i.e., one-third of each grant vests on the first, second, and third anniversary of the grant date).

Compensation of Directors

Our directors are entitled to such compensation for their services as the Board may from time to time determine, and reimbursements for their reasonable expenses incurred in attending meetings of directors.

The following table shows for the fiscal year ended December 31, 2022 certain information with respect to the compensation of our non-employee directors:

Name	Stock Awards ($) (1)		Total ($)
Paul Jackson	$	17,800	$	17,800
JD Smith (2)		-		-
Robert DeSanti	$	17,800	$	17,800
John Schneller	$	17,800	$	17,800

(1) Represents the full grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the director. As of December 31, 2022, the aggregate number of stock awards outstanding held by our non-employee directors were: Mr. Jackson - 275,000 shares; Mr. Smith - 225,000 shares; Mr. DeSanti - 425,000 shares; and Mr. Schneller - 375,000 shares. None of our non-employee directors held options as of December 31, 2022.

(2) Mr. Smith resigned on December 27, 2022.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding beneficial ownership of our Common Stock as of March 15, 2023 (except where otherwise noted) based on a review of information filed with the SEC and our records with respect to (i) each person known to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all our directors and named executive officers as a group.

	Number of Shares Beneficially Owned			Percent of Shares Beneficially Owned*
Executives Officers and Directors
Robert P. McDermott		37,006,229	(1)		17.4	%
Jeffrey W Stellinga		11,555,228	(2)		5.9	%
David Fidanza		4,489,862	(3)		2.3	%
Muralidar Chakravarthi		4,190,753	(4)		2.1
Archit Shah		2,945,250	(5)		1.5	%
Paul Jackson		1,075,000	(6)		0.6	%
Harry Travis		187,500	(7)		0.1	%
Kevin McDermott		100,000	(8)		0	%
All executive officers and directors as a group (8 persons)		61,549,822			31.9	%

Shareholders greater than 5%
Robert A DeSanti		12,301,320	(9)		6.4
%All shareholders greater than 5%		12,301,320			6.4	%

Notes:

* Calculated on the basis of 193,127,726 shares of Common Stock outstanding on March 13, 2023. Pursuant to the regulations of the SEC, shares are deemed to be “beneficially owned” by a person if such person directly or indirectly has or shares the power to vote or dispose of such shares. Each person is deemed to be the beneficial owner of securities which may be acquired through the exercise of options, warrants, and other rights, if any, and such securities are deemed to be outstanding for the purpose of computing the percentage of the class beneficially owned by such person.

	1.	Consists of 13,236,389 restricted shares of Common Stock owned directly by Mr. McDermott, 318,701 shares owned by KRB Leasing, Inc. controlled by Mr. McDermott, 18,700,000 shares issuable upon exercise of options, 23,625 common stock warrants issuable upon exercise and 1,000,000 shares issuable upon conversion of convertible note.

	2.	Consists of 9,536,415 restricted shares of Common Stock owned by Mr. Stellinga and 2,000,000 shares issuable upon exercise of options and 18,813 common stock warrants issuable upon exercise

	3.	Consists of 1,309,862 restricted shares of Common Stock owned by Mr. Fidanza and 3,300,000 shares issuable upon exercise of options.

	4.	Consists of 990,753 restricted shares of Common Stock owned by Mr. Chakravarthi and 3,300,000 shares issuable upon exercise of options.

	5.	Consists of 65,250 restricted shares of Common Stock owned directly by Mr. Shah and 2,880,000 shares issuable upon exercise of options.

	6.	Consists of 1,075,000 restricted shares of Common Stock owned by Mr. Jackson

	7.	Consists of 187,500 restricted shares of Common Stock owned by Mr. Travis

	8.	Consists of 100,000 restricted shares of Common Stock owned by Mr. McDermott

	9.	Consists of 11,761,149 restricted shares of Common Stock owned by Mr. Robert DeSanti

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding our equity compensation plans at December 31, 2022:

Plan category

Number of securities to be issued upon exercise of outstanding options,

warrants and rights

(a)

Weighted-average exercise price of

outstanding options, warrants and rights

(b)

Number of securities (by class) remaining available for future issuance under equity compensation

plans (excluding securities reflected in column (a))

(c)

Equity compensation plans approved by security holders (1)

43,227,438

0.15

Equity compensation plans not approved by security holders

(1)

Represents shares of common stock issuable upon exercise of outstanding stock options and rights under our shareholder approved equity plan.

Table of Contents

For the year ended December 31, 2022 the Company repaid a Note Payable with its Chief Executive Officer in the amount of $497,309 including accrued interest and outstanding principal. Subsequent to this payment the Company also issued a Note Payable in the amount of $55,000 and issued warrants of 9,625 in relation to this note as well as a Convertible Promissory Note in the amount of $80,000 convertible at $0.08 to its Chief Executive Officer. In addition, the Company issued a Note Payable to its Chief Operating Officer in the amount to $100,000 that matured and was reissued for $107,500. The Company also incurred $55,000 in relation to consulting fees from one of its independent directors.

For the year ended December 31, 2021, the Company repaid a Note Payable with its Chief Executive Officer in the amount of $63,216 accrued interest and outstanding principal.

The Company has issued 23,625 common stock warrants to its Chief Executive Officer and 18,813 common stock warrants to its Chief Operating Officer in conjunction with issuances of the above promissory notes.

Except as set forth above, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, or holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Director Independence

We currently act with five directors consisting of Robert P. McDermott, Jeffrey W. Stellinga, Paul Jackson, Harry Travis and Kevin McDermott. Our Common Stock is quoted on the OTCQB, which does not impose any director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation or was, at any time during the past three years, employed by the Company has accepted or compensation in excess of $120,000 doing any period of 12 consecutive months within the prior 5 years other than, among other reasons, for Board or Board Committee Service. Using the NASDAQ definition of an independent director, we have two independent directors, Harry Travis and Paul Jackson. . Kevin McDermott is related to Robert McDermott and our Board does not consider Kevin McDermott to be independent.

Table of Contents

Item 14. Principal Accounting Fees and Services

Dismissal of BF Borgers CPA PC

On December 15, 2021, the Company dismissed BF Borgers CPA PC as our independent registered public accounting firm. The decision to change accountants was approved by our Audit Committee. BF Borgers CPA PC reports on our financial statements for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of BF Borgers CPA PC on our financial statements for fiscal year 2020 contained an explanatory paragraph which noted that there was substantial doubt about our ability to continue as a going concern.

During our fiscal year ended December 31, 2021 (i) there were no disagreements with BF Borgers CPA PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers CPA PC’s satisfaction, would have caused BF Borgers CPA PC to make reference to the subject matter of such disagreements in its reports on our financial statements for such year, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

Engagement of Marcum LLP

On December 15, 2021, the Company, upon the Audit Committee’s approval, engaged the services of Marcum LLP as the Company’s new independent registered public accounting firm to audit the Company’s financial statements as of December 31, 2021 and for the year then ended.

During each of the Company’s two most recent fiscal years and through the date of this report, (a) the Company has not engaged Marcum LLP as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) the Company or someone on its behalf did not consult Marcum LLP with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.

Cost of Fees and Services

During fiscal years December 31, 2022 and 2021, the Company’s independent registered public accounting firms, rendered services to the Company for the following fees:

	2022		2021
Audit Fees	$	195,700	$	182,900
Tax Fees		17,510
Total	$	213,210	$	182,900

Audit Committee's Pre-Approval Practice

Section 10A(i) of the Securities Exchange act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the board of directors (in lieu of the Audit Committee) or unless the services meet certain de minimis standards.

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules (As Restated).

(a) Financial Statements

The financial statements included in this Form 10-K are listed in Item 8.

(b) Exhibits*:

Exhibit No.		Description
2.1**		Merger Agreement and Plan of Reorganization, dated as of January 5, 2023 by and among FG Merger Corp., FG Merger Sub Inc. and iCoreConnect Inc. (incorporated by reference to the Company's Current Report on Form 8-K filed on January 6, 2023)
3.1		Certificate of Amended and Restated Articles of Incorporation of iMedicor, Inc. filed with the Secretary of State of the State of Nevada on June 29, 2017, effective June 30, 2017, changing the name of iMedicor, Inc. to iCoreConnect Inc. (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
3.2		Amended and Restated By-Laws of the Company as amended and restated on December 21, 2021.
4.1*		Description of Securities
4.2		Common Stock Purchase Warrant between iCoreConnect Inc. and Jeffrey Stellinga dated November 28, 2022
4.3		Common Stock Purchase Warrant between iCoreConnect Inc. and Robert McDermott dated December 15, 2022
10.1		Stock Purchase Agreement dated as of January 19, 2018 among iCoreConnect Inc. and Christopher L. Elley and Cile L. Spelce, (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
10.2		Asset Purchase Agreement dated as of April 30, 2019 between iCoreConnect Inc. and ClariCare Inc., (incorporated by reference to the Company's Current Report on Form 8-K filed on May 2, 2019).
10.3		Asset Purchase Agreement dated as of January 3, 2020 between iCoreConnect Inc. and Computer Plumber, LLC, a North Carolina limited liability company doing business as TrinIT (incorporated by reference to the Company’s Registration Report Form 10Q filed on May 17, 2021).
10.4		Asset Purchase Agreement dated as of April 23, 2021 between iCoreConnect Inc. and Heyns Unlimited, LLC (incorporated by reference to the Company’s Registration Report Form 10Q filed on May 17, 2021)
10.5		Asset Purchase Agreement dated as of May 31, 2021 between iCoreConnect Inc. and BCS Tech Center, Inc. (incorporated by reference to the Company’s Registration Report Form 10Q filed on August 23, 2021)
10.6		Asset Purchase Agreement dated as of September 1, 2021 between iCoreConncect Inc. and Spectrum Technology Solutions, LLC
10.7		Executive Employment Agreement dated as of December 16, 2021 between iCoreConnect, Inc. and Robert McDermott
10.8		Executive Employment Agreement dated as of December 16, 2021 between iCoreConnect, Inc. and David Fidanza
10.9		Executive Employment Agreement dated as of December 16, 2021 between iCoreConnect, Inc. and Jeffrey Stellinga
10.11		Executive Employment Agreement dated as of December 16, 2021 between iCoreConnect, Inc. and Muralidar Chakravarthi
10.12		Executive Employment Agreement dated as of August 7, 2021 between iCoreConnect, Inc. and Archit Shah
10.13		iCoreConnect Inc. 2016 Long-Term Incentive Compensation Plan, (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
10.14		Form of Restricted Stock Award Agreement under the 2016 Long-Term Incentive Compensation Plan, (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
10.15		iCoreConnect Inc. 2016 Incentive Bonus Compensation Plan, (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
10.16		Lease Agreement dated October 17, 2017 between iCoreConnect Inc. and Lake Butler Plaza Properties, LLC., (incorporated by reference to the Company’s Registration Report on Form 10/A filed on August 17, 2018).
10.17		Amended Lease Agreement dated October 26, 2020 between iCoreConnect Inc. and Lake Butler Plaza Properties, LC.
10.18		Lease Agreement for iCoreConnect Inc. and 2 One 2 of Concord, LLC dated July 14, 2020. (incorporated by reference to the Company’s Registration Report on Form 10-Q filed May 17, 2021)
10.19		Lease extension dated September 10, 2021 between iCoreConnect Inc and Lake Butler Plaza Properties LLC (incorporated by reference to the Company’s Registration Report on Form 10Q filed November 11, 2021)
10.20		Lease Agreement dated September 22, 2021 between iCoreConnect Inc and Four Two Nine, Inc. (incorporated by reference to the Company’s Registration Report on Form 10Q filed November 11, 2021)
10.21		Promissory Note between iCoreConnect Inc. and Robert McDermott, dated March 18, 2021. (incorporated by reference to the Company’s Registration Report on Form 10-Q filed May 17, 2021)
10.22		Small Business Administration PPP Loan between iCoreConnect Inc. and Fairwinds Credit Union dated May 6, 2020 (incorporated by reference to the Company’s Registration Report on Form 10-Q filed May 17, 2021)
10.23		Promissory Note between iCoreConnect Inc. and Robert McDermott, dated March 18, 2021. (incorporated by reference to the Company’s Registration Report on Form 10Q filed November 11, 2021)
10.24		Secured Promissory Note dated February 28, 2022 for $2,000,000 at 17.5% interest to be repaid with six months of interest only and 42 months of principle and interest
10.25		Fifth Amendment between iCoreConnect Inc. and United Healthcare Services Inc. dated December 16, 2019 (incorporated by reference to the Company’s Registration Report on Form 10-K filed March 27, 2020)
10.26		Lease Agreement for iCoreConnect Inc. and Los Arcos Professional Center LLC dated May 12th, 2021. (incorporated by reference to the Company’s Registration Report on Form 10Q/A filed November 15, 2021)
10.27		Promissory Note between iCoreConnect Inc. and Lucas Ventures, LLC dated August 31, 2021
10.28		Promissory Note between iCoreConnect Inc. and LGH Investments, LLC dated August 31, 2021
10.29		Promissory Note between iCoreConnect Inc. and Gary Boyer dated April 15, 2022 (incorporated by reference to the Company’s Registration Report on Form 10-Q filed August 12, 2022)
10.30		Promissory Note between iCoreConnect Inc. and Steve Wubker dated April 21, 2022 (incorporated by reference to the Company’s Registration Report on Form 10-Q filed August 12, 2022)
10.31		Promissory Note between iCoreConnect Inc. and Jeffrey Stellinga dated June 1, 2022 (incorporated by reference to the Company’s Registration Report on Form 10-Q filed August 12, 2022)
10.32		Promissory Note between iCoreConnect Inc. and Gary Boyer dated July 29, 2022 (incorporated by reference to the Company’s Registration Report on Form 8K filed August 3, 2022)
10.33		Promissory Note between iCoreConnect Inc. and Gary Boyer dated August 5, 2022 (incorporated by reference to the Company’s Registration Report on Form 8K filed August 8, 2022)
10.34		Promissory Note between iCoreConnect Inc. and Gary Boyer dated August 18, 2022 (incorporated by reference to the Company’s Registration Report on Form 8K filed August 19, 2022)
10.35		Promissory Note between iCoreConnect Inc. and Gary Boyer dated November 15, 2022
10.36		Promissory Note between iCoreConnect Inc. and Steve Wubker dated October 21, 2022
10.37		Promissory Note between iCoreConnect Inc. and Jeffrey Stellinga dated November 27, 2022
10.38		Promissory Note between iCoreConnect Inc. and Robert McDermott dated December 15, 2022
10.39		Convertible Note between iCoreConnect Inc. and Robert McDermott dated December 15, 2022
10.40		Convertible Secured Promissory Note between iCoreConnect Inc. and FG Financial Group, Inc. dated March 15, 2023
31.1*		CEO Certification pursuant to rule 13a-14(a) (As Restated)
31.2*		CFO Certification pursuant to rule 13a-14(a) (As Restated)
32.1*		CEO Sarbanes Oxley certification (As Restated)
32.2*		CFO Sarbanes Oxley certification (As Restated)

_________________

* Filed herewith.

** Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). FGMC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

+ Management contract or compensatory plan, contract or arrangement.

Item 16. Form 10-K Summary

None.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Name	Title	Date

/s/ Robert P McDermott
Robert P McDermott	Chief Executive Officer	June 16, 2023
	(Principal Executive Officer)
/s/ Archit Shah
Archit Shah	Chief Financial and Accounting Officer	June 16, 2023
	(Principal Financial and Accounting Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Robert P McDermott
Robert P McDermott	Director	June 16, 2023

/s/ Joseph Gitto
Joseph Gitto	Director	June 16, 2023

/s/ Harry Travis
Harry Travis	Director	June 16, 2023

/s/ John Pasqual
John Pasqual	Director	June 16, 2023

/s/ Kevin McDermott
Kevin McDermott	Director	June 16, 2023

iCoreConnect Inc. 10-K/A