Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~13506 Summerport Village Pkwy #160, Windermere,~~529 E. Crown Point Road, Suite 250 Ocoee, FL ~~34786~~
34761

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,~~“large, accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 15, 2021~~May 12, 2022 there were ~~159,205,016~~172,216,323 shares of the registrant’s common stock outstanding.

The accompanying notes are an integral part of these condensed consolidated financial statements

					Additional					Total			Common stock				Additional Paid In		Accumulated			Total Stockholders’ Equity
	Common stock				Paid In		Accumulated			Stockholders'			Shares		Amount		Capital		Deficit			(Deficit)
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at January 1, 2021		90,081,336	$	90,081	$	77,112,060	$	(77,831,081	)	$	(628,940	)		90,081,336	$	90,081	$	77,112,060	$	(77,831,081	)	$	(628,940	)
Stock issued for cash		22,504,600		22,505		1,394,808		0			1,417,313			22,504,600		22,505		1,394,808		0			1,417,313
Stock issued for conversion of fees for services payable		7,948,502		7,948		473,975		0			481,923			7,948,502		7,948		473,975		0			481,923
Stock compensation expense		3,968,795		3,969		114,827		0			118,796			3,968,795		3,969		114,827		0			118,796
Net loss		-		0		0		(812,914	)		(812,914	)		-		0		0		(812,914	)		(812,914	)
Balances at March 31, 2021		124,503,233	$	124,503		79,095,670		(78,643,995	)		576,178			124,503,233	$	124,503	$	79,095,670	$	(78,643,995	)	$	576,178

Balances at January 1, 2022														167,493,497	$	167,493	$	83,633,061	$	(82,795,263	)	$	1,005,291
Stock issued for cash		16,015,000	$	16,015	$	1,487,485	$	0		$	1,503,500			4,722,844		4,723		345,277		0			350,000
Finance fee on convertible debt																		300,000					300,000
Stock compensation expense		3,115,166		3,115		65,830		0			68,945			-		0		255,697		0			255,697
Stock issued for convertible debt		2,730,000		2,730		1,281,176		0			1,283,906
Stock issued for asset acquisition of Advantech		5,000,000		5,000		495,000					500,000
Stock issued for asset acquisition of BCS		250,000		250		0		0			250
Net loss		-		0		0		(1,583,233	)		(1,583,233	)		-		0		0		(1,542,235	)		(1,542,235	)
Balances at June 30, 2021		151,613,399	$	151,613	$	82,425,161	$	(80,227,228	)	$	2,349,546

Stock issued for cash		2,300,000	$	2,300	$	97,700	$	0		$	100,000
Stock compensation expense		245,000		245		15,499		0			15,744
Stock issued as origination fee in convertible debt agreement		1,000,000		1,000		231,190		0			232,190
Stock issued for asset acquisition of Spectrum Technology Solutions		4,046,617		4,047		495,953		0			500,000
Net loss								(1,105,763	)		(1,105,763	)
Balances at September 30, 2021		159,205,016	$	159,205	$	83,265,503	$	(81,332,991	)	$	2,091,717

The accompanying notes are an integral part of these condensed consolidated financial statements
Balances at March 31, 2022														172,216,323	$	172,216	$	84,534,035	$	(84,337,498	)	$	368,753

The accompanying notes are an integral part of these condensed consolidated financial statements

iCoreConnect Inc., (the “Company”), a Nevada Corporation, ~~develops~~is a market leading cloud-based software and ~~markets secure cloud-based HIPAA compliant software as a service (SaaS)~~technology company focused on ~~compliance, workflow/~~increasing workflow productivity and ~~electronic health records systems. The Company also offers both managed IT (MSP)~~customer profitability through its enterprise platform of applications and managed software as a service (MSaaS) with recurring revenue subscriptions. Our core services technology can be adopted to other vertical markets that require a high degree of secure data communication, such as the legal, financial and education sectors.services.

During 2021 the Company completed three asset acquisitions which were accounted for as ~~a Service (SaaS) Offerings~~business combinations; On April 23, 2021, the Company acquired substantially all the assets of Heyns Unlimited LLC doing business as Advantech; On May 31, 2021, the Company acquired substantially all the assets of BCS Tech Center, Inc.; and on September 1, 2021, the Company acquired substantially all the assets of Spectrum Technology Solutions, LLC.

The accompanying financial statements have been prepared assuming that the Company ~~currently markets secure HIPAA compliant cloud-based software~~will continue as a ~~service (SaaS) offering under~~going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the ~~names~~normal course of ~~iCoreExchange, iCoreCodeGenius, iCoreSecure, iCoreMD, iCoreDental, iCoreMobile, iCoreHuddle, iCoreRx, iCorePDMP, iCoreEPCS, iCoreVerify. iCoreCloud~~business.

For the three months period ended March 31, 2022, the Company generated an operating loss of $996,553. In addition at March 31, 2022, the Company has an accumulated deficit, and ~~iCorePay.~~net working capital deficit of $84,337,498 and $2,183,076, respectively. The Company’s ~~software~~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 ~~sold under annual recurring revenue subscriptions.~~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 for a period of 12 months from the issuance date of these financial statements.

Currently, management intends to develop a vastly improved healthcare communications system and intends to develop alliances with strategic partners to generate revenues that will sustain the Company. 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.

~~iCoreExchange~~2. SUMMARY OF SIGNFICANT ACCOUNTING POLICES – iCoreExchange offers hospitals, physician practices, dental practices, and other healthcare professionals the extensive functionality needed to securely transfer patient health information to anyone, anywhere and at any time.

~~iCoreExchange provides a secure, HIPAA compliant email solution using the Direct Protocol that allows doctors to send~~Basis of Presentation and receive secure email with attachments to and from other healthcare professionals in the network or outside 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 files with discrete data, Consolidated Clinical Document Architecture (“CCDA”), which can then be imported and accessed on most Electronic Health Record (EHR) and Practice Management systems in a HIPAA compliant manner.Principles of Consolidations

The ~~Health Insurance Portability~~accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and ~~Accountability Act~~in accordance with the instructions to Form 10-Q and Article 8 of ~~1996 (HIPAA) requires providers~~Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and ~~healthcare professionals to transmit encrypted personal health~~regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information ~~via electronic means.~~

~~iCoreCodeGenius~~ ~~– is Coding Software that provides~~and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the ~~coding standards~~opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), 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.

Users can document any medical condition in 60 seconds or less. It includes a full ICD-10 code lookup and guidance, automatic prompting of comorbidities and Hierarchical Condition Category’s (HCC) appropriate reimbursement with a high degree of accuracy, and the ability to reduce or eliminate queries and denials.

~~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 solves privacy concerns in the insurance, real estate, financial and many other industry sectors that have a need for secure encrypted email.

~~iCoreMD~~ ~~and~~ ~~iCoreDental -- iCoreMD and iCoreDental~~ are complete EHR/Practice Management software solution platforms created for the medical and dental communities in response to feedback from doctors and dentists telling us they wanted a cloud-based software that was more flexible than the current medical and dental platforms in the marketplace. The software includes patient demographics, scheduling, billing, electronic medical records, electronic claims, e-prescriptions, labs, merchant services, and patient reminders along with a complete suite of standard reporting capabilities and data analytics to help run a medical or dental practice.

~~Our cloud-based software was certified in November 2015 by the Office of the National Coordinator for Health Information Technology (ONC), certificate number 150120r0.~~periods presented.

~~iCoreMobile --~~ iCoreMobile is our third complete EHR software platform. It was designed and built specifically for mobile medical and dental care centers. In addition to the features included in iCoreMD and iCoreDental, iCoreMobile also includes workflow optimizations and process enhancements to cater to providers in mobile settings. The software utilizes fully customizable patient intake forms to improve workflow. The software ensures that once a patient’s C-CDA import has been accepted, it is immediately available on all mobile workstations. The enhanced reporting system and metrics provides the main office with extensive data analytics of the mobile unit. The customizable nature of the reporting system allows mobile operators to compare the efficiency of their units.

~~iCoreHuddle –~~ iCoreHuddle is a powerful analytical tool that instantly reveals the revenue potential of each patient. The service connects to most popular practice management and EHR 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, uncompleted 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.

~~iCoreRx – iCoreRx~~ is a HIPAA compliant electronic ePrescription software that integrates with popular practice management and EHR systems. This module saves time by selecting exact medications at available doses with built-in support from a drug directory and provides full support for EPCS (electronic prescribed controlled substances). 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 / PMP) history before prescribing controlled substances. This service provides a one-click real-time access to the state databases without the need to manually enter data and provides access to PDMP data, including a patient’s health history. 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 –~~ Allows practices to very patient insurance verification benefits automatically in advance of the patients visit. Response from payer database typically takes less than 1 second after clicking our Real-Time Benefit Check (RTBC) button Real-time technology checks patient’s benefits availability directly from the payer‘s database with no need to speak to a representative. Results indicate remaining available benefits substantially reduces required phone calls and labor hours integrates with popular practice management software.

~~IT Managed Services -~~ The trend in IT Services companies for over a decade has been to model towards “Managed Service Provider (MSP)” and Managed Software as a Services (MSaaS) models with monthly recurring revenue (MRR).

The MSP 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. All support is delivered at a predictable monthly cost.

~~Going forward, by leveraging managed services with our expertise in cloud computing, our customers can easily scale their business without extensive capital investment or disruption in services.~~

~~The Company is competitively positioned to address the growing need for managed services:~~

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the Securities and Exchange Commission (“SEC”) rules and regulations. Theseaccompanying unaudited condensed financial statements should be read in conjunction with the ~~audited financial statements and notes thereto for the fiscal year ended December 31, 2020, which are included in the~~ Company’s Annual Report ~~filed~~ on Form 10-K as filed with the SEC on April ~~15, 2021.~~18, 2022. The accompanying balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all information and footnotes required by GAAP for complete financial statements.

~~The~~interim results ~~of operations~~ for the ~~nine-month period~~three months ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results ~~that may~~to be expected for ~~any other interim period~~the year ending December 31, 2022 or for ~~the full fiscal year. Readers of this Quarterly Report are strongly encouraged to review the risk factors relating to the Company which are set forth in the Company’s Form 10-K filed with the SEC.~~

The accompanying consolidated 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.any future periods.

~~The Company measures certain financial assets at fair value.~~ Fair value is ~~determined based upon~~defined as the ~~exit~~ price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants ~~as determined by either~~at the ~~principal market or~~measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the ~~most advantageous market. Inputs~~inputs used into measure fair value. The hierarchy gives the ~~valuation techniques~~highest priority to ~~derive fair values are classified based on a three-level hierarchy, as follows:~~

~~Level 1 — Quoted~~unadjusted quoted prices in active markets for identical assets or ~~liabilities.~~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 ~~— Observable inputs other than Level 1 prices such as quoted~~– Quoted prices for similar assets or ~~liabilities;~~liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets ~~with insufficient volume or infrequent transactions (less~~that are not active, ~~markets); or model-derived valuations in which all significant~~ inputs other than quoted prices that are observable for the asset or ~~can be derived principally from or~~liability and market corroborated ~~by observable market data for substantially the full term of the assets or liabilities.~~inputs.

Level 3 —– Unobservable inputs tofor 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 ~~methodology~~or internally-developed methodologies that ~~are significant to the measurement~~result in management’s best estimate of fair value.

As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities 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 values of its financial instruments as of March 31, 2022 and December 31, 2021, approximated their fair value due to their short-term nature.

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. At March 31, 2022 and December 31, 2021, the Company had no 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 are customer obligations due under normal trade terms. ~~We maintain~~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 us.~~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~~the Company’s 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 wethe Company may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of ~~$76,531 and $77,000 as of September 30, 2021~~approximately $36,000 at March 31, 2022 and December 31, ~~2020, respectively.~~2021.

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

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~~The Company has determined that technological feasibility for ~~our~~its 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~~The Company accounts for long-lived assets ~~are~~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 ~~of an asset~~ 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 ~~estimated~~future undiscounted ~~future~~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 ~~that~~by which the carrying amount of the asset exceeds the fair value of the asset. As of March 31, 2022 and December 31, 2021 there was no impairment of Long-lived Assets.

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill ~~consists~~and Other. Goodwill represents the excess of the purchase price of ~~business acquisitions in excess of~~an entity over the estimated fair value of the ~~net~~ assets ~~acquired. Goodwill is reviewed~~acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or ~~when~~on an interim basis if events or circumstances indicate that the ~~carrying~~fair value of an asset has decreased below its carrying value. During the ~~reporting unit may exceed its fair value. If~~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 ~~of a reporting unit~~ exceeds ~~the~~its fair value, annot to exceed the carrying amount of goodwill. As of March 31, 2022 and December 31, 2021 there was no impairment ~~loss will be recognized. The Company did not recognize any impairment charges for~~of the ~~fiscal quarter ended September 30, 2021 and 2020.~~Company’s Goodwill.

We are required to test our goodwill for impairment at least annually, or more frequently if conditions indicate that an impairment may have occurred. Goodwill is tested for impairment at the asset level. Our reporting units are acquired companies at which discrete financial information may be available and for which operating results are regularly reviewed by our chief operating decision maker to allocate resources and assess performance.Revenue Recognition

1) Electronic Prescription software services are provided an annual subscription basis using the ~~option to qualitatively or quantitatively assess goodwill for impairment and, in 2020, we evaluated our goodwill using~~software as a ~~qualitative assessment process. If~~service (‘SaaS’) model with revenue recognized ratably over the qualitative factors determine that it is more likely than not that the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired. If the qualitative assessment determines it is more likely than not the fair value is less than the carrying amount, we would further evaluate for potential impairment.contract term.

~~As of September 30, 2021, we had $3.074 million of Goodwill~~2). Insurance verification services are provided on ~~our balance sheet associated~~an annual subscription basis using SaaS model with ~~five acquisitions, ICD Logic, TrinIT, Advantech~~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 SaaS model with revenues recognized ratably over the contract term.

4) Encrypted and ~~STS. ICD Logic related goodwill, which~~HIPAA compliant and secure email services are provided on an annual subscription basis using the SaaS model with revenues recognized ratably over the contract term.

5) MSaaS software services are provided on an annual subscription basis using the SaaS model with revenue recognized ratably over the contract term.

The Company accounts for ~~$0.361 million~~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 ~~total Goodwill balance is~~revenue recognition model are: (1) identify the ~~basis~~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 ~~underlying technology associated with one~~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 Company’s faster growing and more promising SaaS offerings. TrinIT related Goodwill accounts for $0.130 million of the total Goodwill balance, and STS related Goodwill accounts for $1.700million. The TrinIT acquisition was made in 2020 andperformance obligation is performing to expectations. Advantech accounted for $.799 million. During 2021, there were no indications of a triggering event at the level 2 reporting units. The annual goodwill impairment analysis resulted in no indications of impairment in 2020 or 2019.

~~We are~~not subject to financial statement risk to the extent that our goodwill become impaired due to decreases in the fair value. A future decline in performance, decreases in projected growth rates or margin assumptions or changes in discount rates could result in a potential impairment, which could have a material adverse impact on our financial position and results of operations.

~~We have 6 primary sources of~~significant judgment. The Company measures revenue as the amount of ~~September 30, 2021:~~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 ~~SaaS and MSaaS~~software as a service (SaaS) offerings, 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. ~~Eighty-eight percent~~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 SaaS offerings, which typically include subscriptions to our online software solutions. 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. ~~All~~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 Consolidated Statements of Operations. Amounts billed to a customer for shipping and handling are reported as revenue on the Consolidated Statements of Operations.

Advertising costs are reported in selling, 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 $132,094 and $56,376 for the three months ended March 31, 2022 and 2021, respectively.

The Company accounts for derivative instruments in accordance with ASC 815 “Derivatives and Hedging”, 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.

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.

The Company follows the guidance of FASB ASU 2017-11, “Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); and Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. 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. 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.

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.

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~~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.

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.

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, convertible preferred stock and convertible 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.

The Company ~~uses~~accounts for share-based compensation costs in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 requires companies to measure the ~~fair value method to account for the granting~~cost of awards of equity instruments, including stock options ~~to purchase shares of its~~and restricted stock ~~whereby all~~ awards, ~~are recorded at fair value on the date of the grant. Share based awards with a performance condition are measured~~ based on the probable outcome of that performance condition during the requisite service period. Such an award with a performance condition is accrued if it is probable that a performance condition will be achieved. Compensation costs for stock-based payments that do not include performance conditions are recognized on a straight-line basis. Thegrant-date fair value of ~~all share purchase options is expensed~~the award and to recognize it as compensation expense over ~~their~~the employee’s requisite service period ~~with~~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 ~~corresponding increase~~share-based payment arrangement and generally is presumed to ~~additional capital surplus.~~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 paid in 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 that uses the assumptions noted in the table below.~~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.

~~Recently Issued Accounting Pronouncements~~Beneficial Conversion Features and Warrants

~~In February 2016,~~The Company evaluates the ~~FASB~~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 ~~ASU 2016-02,~~ ~~Leases (Topic 842),~~ ~~which requires a lessee, in most leases, to initially recognize a lease liability~~and records the relative fair value of any warrants issued with those instruments. The BCF for the ~~obligation~~convertible instruments is recognized and measured by allocating a portion of the proceeds to ~~make lease payments~~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.

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 ~~asset~~(“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 ~~right to use~~classification criteria for distinguishing between capital leases and operating leases in the ~~underlying asset for~~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 term. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those years. The guidance requires adoption using a modified retrospective transition approach with either 1) periods prior tostandard at the adoption date ~~being recast or 2)~~and recognizes a cumulative-effect adjustment ~~recognized~~ to the opening balance of retained earnings onin the period of adoption, date with prior periods not recast. The Company adopted this standard on January 1, 2019, using the cumulative-effect adjustment method and elected certain practical expedients allowed under the standard.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 ~~believe~~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 ~~any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on~~ the ~~Company’s consolidated financial position, results~~Company considers them to be reasonably certain of ~~operations and cash flows.~~being exercised.

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~~accounts for related party transactions in ~~the normal course of business.~~

For the nine-month period ended September 30, 2021, the Company generated an operating loss of $1,935,344. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $81,332,991, $2,091,717 and $1,146,122, respectively, on September 30, 2021. The Company’s activities were primarily financed through private placements of equity securities. The Company intendsaccordance with FASB ASC 850, Related Party Disclosures. A party is considered 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~~related to the Company if ~~at all. In light~~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 ~~these matters, there is substantial doubt that~~ the Company, ~~will be able~~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 ~~continue as a going concern.~~

~~Currently, management intends to develop a vastly improved healthcare communications system and intends to develop alliances with strategic partners to generate revenues~~an extent that ~~will sustain~~one of the Company. 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 thattransacting parties might be ~~necessary should~~prevented from fully pursuing its own separate interests. A party which can significantly influence the ~~Company~~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 ~~unable to continue as~~prevented from fully pursuing its own separate interests is also a ~~going concern.~~related party.

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.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2021-04). This guidance clarifies an issuer’s accounting for certain modifications of freestanding equity-classified written call options and provides a “principles-based” framework to determine whether an issuer should recognize the modification or exchange and an adjustment to equity or an expense. The Company is currently evaluating the potential impact ASU 2021-04 will have on our Consolidated Financial Statements.

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This guidance simplifies the accounting for certain convertible instruments and contracts in an entity’s own equity. As a smaller reporting entity, this standard will become effective for fiscal years beginning after December 15, 2023, including interim periods within those years. The Company is currently evaluating the potential impact ASU 2020-06 will have on the Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional guidance related to reference rate reform, which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable for borrowing instruments that use LIBOR as a reference rate and is effective upon issuance through December 31, 2022. The Company has performed an evaluation of and will continue to evaluate, through December 31, 2022, the impact of this ASU. This ASU does not currently and is not expected to have in the future, a material effect on the Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05 and ASU 2019-11 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. This standard will become effective for interim and annual periods beginning after December 15, 2022 and earlier adoption is permitted. The Company is currently evaluating the potential impact the adoption of this ASU will have on the Condensed Consolidated Financial Statements.

During the three months ended March 31, 2022 the Company issued 4,722,844 shares of common stock for cash of $350,000.

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

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.

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 ~~note payable~~cash exercise provision and registration rights.

During the three months ending March 31, 2022, the Company issued no Common Stock Warrants.

As of March 31, 2022, the number of shares issuable upon exercise of the Common Stock Warrants were 10,600,000 shares.

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 ~~related party~~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 March 31, 2022 to draw on the equity line of credit after the draw was $4,650,000 and $5,000,000 as of December 31, 2021.

The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2022 and year ended December 2021:

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

Amortization expense of intangible assets was $391,957 for the three months ended March 31, 2022. 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.

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 has 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 March 31, 2022, undiscounted future lease obligations for the office spaces are as follows:

Lease costs for the three months ended March 31, 2022 were $52,867 and cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2022 were $27,944. As of March 31, 2022, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:

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% (45,000,000) shares vest on December 16, 2023, another 25% (45,000,000) 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 Consolidated 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 Consolidated 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.

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.

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.

On August 18, 2021, the Company 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 the Company’s assets that were previously pledged as security to a Lender. On August 24, 2021 the Company received a Default Notice from the Lender asserting that the Company 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 our Company beginning approximately in March of 2009 that was secured by all of the assets our Company. We initiated an investigation into the matter and concluded that we had repaid all of the loans (including tendering payment of $28,577.82 for various credit card obligations with JP Morgan Chase Bank which the Lender rejected on August 4, 2021) and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. We 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. We are currently in negotiations with Lender to resolve the dispute. We believe the claims of the Lender are without merit and intend to vigorously defend the matter.

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. We believe these claims are without merit.

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 $250,000 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 three-month 2022 revenue. The Company has accounts receivable concentration with three customers in 2022 representing 51% of total accounts receivables outstanding as of March 31, 2022, and one customer that represented 33% of accounts receivable outstanding as of December 31, 2021.

The Company views its operations and manages its business as one operating segment which is the business of providing subscription-based software as a service (SaaS) and Managed IT (MSP/MSaaS) services and related non-recurring professional IT and other services. The Company aggregates is operating segments based on similar economic and operating characteristics of its operations.

The Company’s SaaS and Managed IT offerings are sold under monthly recurring revenue contracts are included in the Subscription software and services segment. Professional services and other revenue segment consists of non-recurring revenue, including the periodic sale and installation of IT related hardware and custom IT projects. Professional services and other revenue is recognized when services are performed.

The Company incurred related party transactions of $497,309 for the three months ended March 31, 2022 and $78,520 for the three months ended March 31, 2021 in relation to payments of interest and principle on a Note Payable with its Chief Executive Officer. This note was fully repaid in February 2022.

In April 2022, the Company signed a $300,000 unsecured promissory note with a ~~principal~~maturity date 6 months after issuance. An interest charge of 14.0% per annum shall accrue, with all interest and principle payments being made on maturity.

In April 2022, the Company signed a $50,000 unsecured promissory note with a maturity date 6 months after issuance. An interest charge of 14.0% per annum shall accrue, with all interest and principle payments being made on maturity.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements made in this Quarterly Report on Form 10-Q, including without limitation this Management’s Discussion and Analysis of Financial Condition and Results of Operations, other than statements of historical information, are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by such words as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue” or similar words. We believe it is important to communicate our future expectations to investors. However, these forward-looking statements involve many risks and uncertainties, including the risk factors disclosed under the heading “Risk Factors” included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 18, 2022 and under the heading entitled “Going Concern” in the “Notes to Condensed Consolidated Financial Statements” in Part I of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those indicated in such forward-looking statements as a result of certain factors. We are under no duty to update any of the forward-looking statements after the date of this Report on Form 10-Q to conform these statements to actual results, other than to comply with the federal securities laws.

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

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.

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 a 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 - iCoreVerify is a HIPAA compliant SaaS solution that allows practices to verify patient insurance benefits automatically and on-demand using our real time technology. It provides the practice with the ability to check available patient benefits directly from the payer’s in real-time. 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.

iCoreHuddle and iCoreHuddle+ – iCoreHuddle is a powerful HIPAA compliant SaaS solution to instantly reveal the revenue potential of each patient. 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 ~~$714,000, bearing~~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 seamless patient payment processing solutions for customers. iCorePay integrates into the practice workflow for payment and revenue cycle tracking.

iCoreSecure – Recent newscasts have been replete with reporting regarding many breaches of consumer personal information. 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.

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.

Going forward, by leveraging MSP/MSaaS with our expertise in cloud computing, our customers can easily scale their business without extensive capital investment or disruption in services.

The Company is competitively positioned to address the growing need for MSaaS: 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 MSaaS revenue model matches our SaaS and MRR models.

We derive most of our revenue from subscriptions to our cloud-based SaaS and MSaaS offerings. Subscription revenue related to SaaS and MSaaS offerings account for 91% and 84% of our total revenue for the three months ended March 31, 2022 and 2021. We sell multiple offerings at different base prices on a subscription basis to meet he needs of the customers we serve. Most of our customers’ subscriptions are one year or less in duration.

Professional services and other revenue account for 9% and 16% of our total revenue for the three months ended March 31, 2022, and 2021. Professional services and other revenue include hardware, software, labor and other revenues related to customer onboarding for SaaS/MSaaS services or one-time, non-recurring services. We expect professional services and other margins to range from moderately positive to break-even.

In the first quarter of 2021, we began to see the impact of the COVID-19 pandemic on our business, as local and national actions, such as stay at home mandates and business closures, took effect. Our core customers, medical and dental businesses, significantly curtailed business operations, impacting the Company’s sales and near-term new business prospects.

In May 2021 the Company received loan proceeds of $328,000 relating to the Paycheck Protection Program (PPP) as part of the CARES Act created by Congress to financially support companies during the COVID-19 pandemic. The PPP Loan carried interest at ~~a rate of 18% per annum, with monthly~~1%. The principal and accrued interest ~~payments~~were forgiven on June 14, 2021 after completing and submitting a PPP Loan Forgiveness Application with the financial institution associated with the SBA loan.

Business activity at our customers is returning to more normalized operating conditions. Our sales efforts and prospects have sequentially improved for several quarters in a ~~balloon payment due by~~row as the ~~maturity date of December 31, 2019. The balloon payment due on December 31, 2019 was not made~~pandemic subsided and ~~the Company issued, in exchange for the original note,~~we have returned to a ~~new note dated December 31, 2019 with a principal amount of $556,000, bearing interest at a~~higher 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.The amounts owing on the note as of December 31, 2019 were $556,000 of principal plus a nominal amount of accrued interest. As of December 31, 2020, $535,021 of principal was outstanding on this note payable. Subsequentorganic growth compared to the ~~end~~first half 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, 2023.~~2021. The ~~note will pay monthly cash interest only~~Company’s year over year revenue growth comparisons in the first quarter of 2022 compared to the prior year ~~(12 months)~~period that was impacted by COVID closures are favorable.

We are currently funding our business capital requirements through sales of ~~note payable term. In~~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 ~~2nd year, the note payable~~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 ~~repaid with 12 monthly installment payments of interest~~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 ~~principal until fully repaid.~~downsize our operations.

In April 2021, the Company signed a $150,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $150,000 from a 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 780,000 restricted shares of the Company’s Common Stock and 2,600,000 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 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares.

In April 2021, the Company signed a $350,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $350,000 from the same 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.

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 2,600,000 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 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares.

In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $250,000 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 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 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 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~~2022 (the “Investor” or “Holder”). An Interest charge of 15% per annum shall accrue and be paid on the maturity date. 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.

The Company entered into several agreements, which have been accounted for as derivatives. The Company has recorded a loss contingency associated with these agreements because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated. The main factors that will affect the fair value of the derivative are the number of the Company’s shares outstanding post acquisition or post offering and the resulting market capitalization.

ASC Topic 815 (“ASC 815” requires that all derivative financial instruments be recorded on the balance sheet at fair value. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgement and estimates.

The Company issued warrants and has evaluated the terms and conditions of the conversion features contained in the warrants to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the warrants represent freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the warrants is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the warrants was measured at the inception date of the warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income, or expense at each balance sheet date. Additionally, the Company has issued convertible notes with variable conversion features resulting in a derivative liability.

~~The Company valued the conversion features in its warrants and convertible notes using the Black-Scholes model.~~

Included in the September 30, 2021 and December 31, 2020 financial statements is a derivative liability in the amount of $715,223 and $0, respectively, to account for these transaction. It is revalued quarterly henceforth and adjusted as a gain or loss to the consolidated statements of operations depending on its value at that time.

Included in the Statements of Operations for the six months ended September 30, 2021 and September 30, 2020 is a loss of $1,513,366 and $0 in change of fair value of derivative in non-cash charges pertaining to the derivative liability as it pertains to the gain (loss) on derivative liability and debt discount, respectively.

In January of 2021, executives and employees converted notes payable and services rendered of $481,923 into approximately 7.9 million shares of Common Stock. In the first, second and third quarter of 2021, the Company issued approximately 40.8 million shares of Common stock for $3.020 million in cash.

In January of 2021, the Company and a finance company entered into a Purchase Agreement between the Company and an Investor (the “Investor”). The Purchase Agreement is an equity line of credit and the Investor committed to purchase, subject to certain restrictions and conditions, up to $5.0 million worth (the “Commitment”) of the Company’s common stock over a period of 24 months from the effectiveness of the registration statement registering for resale shares purchased by the Investor pursuant to the Purchase Agreement. The Company has no other lines of credit as of September 30, 2021.

During the nine-month period ended September 30, 2021, there were 2,880,000 options to purchase shares of common stock granted to employees, no options expired or were forfeited and 10,000 options were exercised.

~~A summary of option activity for the nine-month period ended September 30, 2021, is presented below:~~

Common Stock Warrants - In April, May and August of 2021, in connection with the issuance of the Company’s Convertible Promissory Notes and Promissory Notes, the Company issued warrants to purchase the Company’s Common Stock. These warrants were designated Common Stock Warrants with an initial term of 5 years and an exercise prices 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%.

~~As of September, 2021, the number of shares issuable upon exercise of the Common Stock Warrants were 10.6 million shares.~~

The Company continued to develop its software products with significant features and enhancements during the nine-month period ended September 30, 2021 and has continued to capitalize development costs during that period. A summary of the capitalization and amortization of the software development costs is as follows:

~~On November 15, 2017,~~February 2022, 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 has 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 locate din 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 September 30, 2021, undiscounted future lease obligations for the office space are $90,897 for period ending September 30, 2021.~~

~~On January 1, 2019, the Company adopted ASU 2016-02,~~ ~~Leases (Topic 842),~~ which requires a lessee, in most leases, to initially recognize a lease liability for the obligation to make lease payments and a right of use asset for the right to use the underlying asset for the lease term. In arriving at the right of use lease asset as of January 1, 2019, we applied the weighted-average incremental borrowing rate of 11.9% over a weighted-average remaining lease term of 1.6 years. The Company adopted this standard using the cumulative-effect adjustment method and elected certain practical expedients allowed under the standard.

Lease costs for the nine months ending September 30, 2021 were $86,421 and cash paid for amounts included in the measurement of lease liabilities for the year ended September 30, 2020 were $86,343. As of September 30, 2021, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:

On August 18, 2021 the Company 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 the Company’s assets that were previously pledged as security to a Lender. On August 24, 2021 the Company received a Default Notice from the Lender asserting that the Company 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 our Company beginning in approximately of March of 2009 that was$2,000,000 secured by all of the assets our Company. We initiated an investigation into the matter and concluded that we had repaid all of the loans (including tendering payment of $28,577.82 for various credit card obligations with JP Morgan Chase Bank which the Lender rejected on August 4, 2021) and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. We 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. We are currently in negotiations with Lender to resolve the dispute. We believe the claims of the Lender are without merit and intend to vigorously defend the matter.

The company had no significant customer (greater than 10% of total revenue) for nine months ending September 30, 2021. The Company had 1 significant customer in the nine months ending September 30, 2020. The customer’s share of total revenue fell to under 10% from the nine months ending September 30, 2020 due to organic growth of other customers and the acquisition of TrinIT, Advantech and STS that further diversified the Company’s customer concentration. The company has accounts receivable concentration with three customers that represent 4%, 16%, and 4% of our accounts receivable. Overall, the company grew its accounts receivable approximately ending balance 283% for the nine months ending September 30, 2021 compared to the nine months ending September 30, 2020, compared to an over 102% growth in sales for the same period. Day’s sales outstanding was less than 30 days as of September 30, 2021.

The Company views its operations and manages its business as one operating segment which is the business of providing subscription based software as a service (SaaS) and Managed IT (MSP/MSaaS) services and related non-recurring professional IT and other services. The Company aggregates is operating segments based on similar economic and operating characteristics of its operations.

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”).

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 September 1, 2021:~~

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Statements made in this Quarterly Report on Form 10-Q, including without limitation this Management's Discussion and Analysis of Financial Condition and Results of Operations, other than statements of historical information, are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by such words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue" or similar words. We believe it is important to communicate our future expectations to investors. However, these forward-looking statements involve many risks and uncertainties, including the risk factors disclosed under the heading "Risk Factors" included in the Company's Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 15, 2021 and under the heading entitled “Going Concern” in the “Notes to Condensed Consolidated Financial Statements” in Part I of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those indicated in such forward-looking statements as a result of certain factors. We are under no duty to update any of the forward-looking statements after the date of this Report on Form 10-Q to conform these statements to actual results, other than to comply with the federal securities laws.

iCoreConnect Inc., (the “Company”), a Nevada Corporation, develops and markets secure cloud-based HIPAA compliant software as a service (SaaS) focused on compliance, workflow, insurance reimbursement and electronic health records systems. The Company also offer IT managed services and managed software as a service (MSaaS) under recurring revenue subscriptions and other professional services related to information technology installation, repair and maintenance that are generally non-nonrecurring in nature. Our customers are primarily health care related enterprises. However, our core services technology can be adopted to other vertical markets that require managed IT services as well as a high degree of secure data communication, such as the legal, financial and education sectors.

iCoreConnect’s SaaS offerings are focused on compliance, workflow/productivity, revenue reimbursement and electronic health records systems. The Company currently markets secure HIPAA compliant cloud-based software as a service (SaaS) offering under the names of iCoreExchange, iCoreCodeGenius, iCoreSecure, iCoreMD, iCoreDental, iCoreMobile, iCoreHuddle, iCoreRx, iCorePDMP, iCoreEPCS, iCoreVerify and iCorePay. The Company’s software is sold under annual recurring revenue subscriptions.

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. The MSP 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.

~~Going forward, by leveraging managed services with our expertise in cloud computing, our customers can easily scale their business without extensive capital investment or disruption in services.~~

~~The Company is competitively positioned to address the growing need for managed services:~~

We derive most of our revenue from subscriptions to our cloud-based SaaS and MSaaS offerings. Subscription revenue related to SaaS and MSaaS offerings account for 89% and 81% of our total revenue for the nine months ended September 30, 2021 and 2020. We sell multiple offerings at different base prices on a subscription basis to meet the needs of the customers we serve. Most of our customers’ subscriptions are one year or less in duration.

Professional services and other revenue account for 11% and 19% of our total revenue for the nine months ended September 30, 2021 and 2020. Professional services and other revenue include hardware, software, labor and other revenues related to customer onboarding for SaaS/MSaaS services or one-time, non-recurring services. We expect professional services and other margins to range from moderately positive to break-even.

In the first quarter of 2020, we began to see the impact of the COVID-19 pandemic on our business, as local and national actions, such as stay at home mandates and business closures, took effect. Our core customers, medical and dental businesses, significantly curtailed business operations, impacting the Company’s sales and near-term new business prospects.

In May 2020 the Company received loan proceeds of $328,000 relating to the Paycheck Protection Program (PPP) as part of the CARES Act created by Congress to financially support companies during the COVID-19 pandemic. The PPP Loan carried interest at 1%. The principal and accrued interest were forgiven on June 14, 2021 after completing and submitting a PPP Loan Forgiveness Application with the financial institution associated with the SBA loan.

Business activity at our customers is returning to more normalized operating conditions. Our sales efforts and prospects have sequentially improved for several quarters in a row as the pandemic subsided and we have returned to a higher rate of organic growth compared to the first half of 2021. The Company’s year over year revenue growth comparisons in the second quarter of 2021 compared to the prior year period that was impacted by COVID closures are favorable.

We are currently funding our business capital requirements through 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.

In January of 2021, the Company paid off a note from a finance company of $150,309. In January of 2021, the Company paid off a note from a second finance company in the amount of $135,520. In March of 2021, the Company paid off a different note from the second finance company in the amount of $135,520. The Company paid off a final note to the second finance company on April 30, 2021 in the amount of $77,323

~~In April 2021, the Company signed a $150,000 convertible~~ promissory note with a maturity date ~~twelve~~48 months after issuance and received in exchange ~~$150,000 from a finance company (the “Investor” or “Holder”).~~$1,970,000 net of fees. An Interest charge of ~~12%~~17.5% per annum shall accrue, with interest only payments being made for the first six months after which both interest and principle will 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.~~due. The Company has right of ~~prepayment.~~prepayment subject to certain minimum interest payments being made. The ~~note holder is limited~~Prepayment Fee shall be (i) equal to ~~receive upon conversion no more than 4.99%~~6 months’ interest that would have accrued with regard to the prepaid principal, if prepaid prior to the 2nd anniversary of the ~~issued~~date of the Initial Advance or Subsequent Advance, as applicable, and ~~outstanding Common Stock at~~(ii) equal to 3 months’ interest that would have accrued with regard to the ~~time~~prepaid principal, if prepaid on or after the 2nd anniversary and prior to the 3rd anniversary of ~~conversion at any one time.~~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 ~~also issued to the Holder 780,000 restricted shares~~is in compliance with its covenants as of the Company’s Common Stock and 2,600,000 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 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares.

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 on the maturity date. 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.March 31, 2022

Our discussion and analysis of financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with generally accepted accounting principles as recognized in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. We base 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.

We believe that the most critical accounting policies relate to revenue recognition, software development capitalization and amortization, income taxes, stock-based compensation, and long-lived assets and goodwill. See Note 2 to the condensed consolidated financial statements.

Financial Results for the Three Months Ended ~~September 30, 2021~~March 31, 2022

Our total revenue for the three months ended ~~September 30, 2021,~~March 31, 2022, increased by ~~158%~~190% to ~~$1.365~~$2,044 million compared with ~~$0.530~~$0.704 million during the same period in ~~2020.~~2021. An increased number of SaaS and MSP subscriptions drove growth in the ~~quarter.~~quarter gain from both organic growth and through asset acquisitions. The Company ended the quarter with over approximately ~~18,000~~24,000 subscriptions on our platform up from approximately ~~8,000~~11,000 subscriptions in the prior year period.

The Company views its operations and manages its business as one operating segment which is the business of providing ~~subscription based~~subscription-based software as a service (SaaS), Managed IT (MSaaS) and related non-recurring professional IT and other services. The Company aggregates is operating segments based on similar economic and operating characteristics of its operations.

Gross profit percentage was ~~70%~~69% and ~~48%~~66% for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Gross Profit increased ~~$0.688~~$0.946 million compared to the same period a year ago. Gross profit margin expansion was driven by a greater growth rate of sales in subscription software and services that carry higher gross margins than Professional Services and other revenue. We expect the growth rate of our SaaS and MSaaS subscription offerings to grow faster than our Professional Services and other revenue over time. We believe the higher growth rate of recurring revenue SaaS and MSaaS offerings should continue to provide a mix shift that will benefit gross margin rate going forward.

Overview. 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:

	Nine Months Ended									Three Months Ended
	September 30, 2021			September 30, 2020			% Incr/(Decr)			March 31, 2022			March 31, 2021			% Incr/(Decr)
Revenue	$	3,050,488		$	1,508,000			102	%	$	2,043,889		$	704,001			190	%
Cost of sales		928,675			703,000			32	%		634,230			240,033			164	%
Gross profit	$	2,121,813		$	805,000						1,409,659			463,968

Expenses
Selling, general and administrative	$	3,202,789		$	2,425,000			32	%		1,950,441			856,388			128	%
Depreciation and amortization		854,368			677,000			26	%		455,771			252,697			80	%
Total operating expenses	$	4,057,157		$	3,102,000						2,406,212			1,109,085
Loss from operations	$	(1,935,344	)	$	(2,297,000	)					(996,553	)		(645,117	)

Other income (expense)
Other expense
Interest expense	$	(357,873	)	$	(148,000	)		142	%		(155,689	)		(167,797	)		-7	%
Other income (expense)		304,672			10,000		2947		%
Loss on derivatives		(1,513,366	)		-
Gain on cancellation of liabilities		-			24,000			-100	%
Total other income (expense)	$	(1,566,565	)	$	(114,000	)	1274		%
Financing fee											(300,000	)		-			100	%
Other expense											(89,993	)		-			100	%
Total other expense											(545,682	)		(167,797	)		46	%

Net loss	$	(3,501,911	)	$	(2,411,000	)		45	%	$	(1,542,235	)	$	(812,914	)		53	%

Net loss per share available to common stockholders, basic and diluted	$	(0.03	)	$	(0.03	)
Net income per diluted share available to common stockholders

Weighted average number of shares, basic and diluted		137,519,808			72,776,256

The accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” provides a comparison of the amounts listed above.

~~Nine~~Three Month Period Ended ~~September 30, 2021~~March 31, 2022 (“~~3Q 2021”~~1Q 2022”) Compared to ~~Nine~~Three Month Period Ended ~~September 30, 2020~~March 31, 2021 (“~~3Q 2020”~~1Q 2021”)

Revenues. Net revenues of ~~$3,050,488~~$2,043,889 for the ~~3Q 2021~~1Q 2022 period increased ~~$1,542,488~~$1,339,888 or ~~102%~~190% compared to ~~$1,508,000~~$704,001 for the ~~3Q 2020~~1Q 2021 period. The increase between periods was due to recurring SaaS revenues generated by a rapid growth in ~~subscribers.~~subscribers incurred at the back half of 2021 as well as revenues related to the asset acquisitions acquired from May to September of 2021. Revenue from Subscription Software and Services grew ~~122%~~216% to ~~$2,701,005~~$1,856,595 compared to ~~$1,215,661~~$587,851 during the same period in ~~2020.~~2021. Professional Services and Other revenue grew ~~20%~~61% to ~~$349,483~~$187,294 compared to ~~$292,339~~$116,150 for the same period in ~~2020.~~2021.

Cost of sales. Cost of sales of ~~$928,675~~$634,230 for the ~~3Q 2021~~1Q 2022 period increased ~~$225,675~~$394,197 or ~~32%~~164% compared to ~~$703,000~~$240,033 for the ~~3Q 2020~~1Q 2021 period. The increase between periods was due primarily to increases in cost of services purchased that are related to our SaaS and MSaaS ~~offerings. Cost~~offerings coupled with the additional costs incurred from an increase in number of ~~sales related to SaaS~~customers from both organic and ~~MSaaS offerings are generally more fixed in nature than variable, allowing this these costs to grow slower than revenue~~mechanistic growth.

Selling, general and administrative expenses. Selling, general and administrative expenses of ~~$3,202,789~~$1,950,441 for the ~~3Q 2021~~1Q 2022 period increased ~~$777,789~~$1,094,053 or ~~32%~~128% compared to ~~$2,425,000~~$856,388 for the ~~3Q 2020~~1Q 2021 period. The increase between periods was primarily due to an increase in payroll expenses and other general and administrative expense to support a high rate of ~~growth.~~growth as well as the additional cost incurred to support the asset acquisitions.

Depreciation and amortization expenses. Depreciation and amortization expenses of ~~$854,368~~$455,771 for the ~~3Q 2021~~1Q 2022 period increased ~~$177,368~~$203,074 or ~~26%~~80% compared to ~~$677,000~~$252,697 for the ~~3Q 2020~~1Q 2021 period. The increase between periods was primarily made of ~~two components. The 1Q 2020 acquisition~~the amortization of ~~TrinIT increased our quarterly amortization costs starting~~the asset acquisitions incurred in ~~1Q 2020. In the third quarter~~2021.

Interest Expense. Interest expense of ~~2020, a “true up”~~$155,689 for the ~~acquisition~~1Q 2022 period decreased $12,108 or -7% compared to $167,797 in the 1Q 2021 period. The decrease between periods was primarily due the Company being able to take on new debt at more attractive rates in later half of ~~technology from Claricare added additional intangible assets~~2021.

Financing fee. A financing fee expense of ~~$255,581~~$300,000 was incurred for 1Q 2022 versus nil for 1Q2021 related to the ~~balance sheet~~issuance of convertible debt in Q2 of 2021.

Other expense. Other expense consists of cost related to the payment of sales and ~~subsequent additional amortization expense in 2Q 2021.~~use tax filings for prior periods as well as settlement of a prior periods accounts payable.

~~Interest Expense.~~ Interest expense of $357,873 for the 3Q 2021 period increased $209,873 or 142% compared to $148,000 in the 3Q 2020 period. The increase between periods was primarily due increased debt levels taken on to fund acquisitions, the issuance of convertible notes with shares and warrants, issuance of debt with warrants as well as interest expense and fees for early payoff of convertible notes that are one-time in nature.

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 ~~nine-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 the Company generated an operating loss of ~~$1,935,344.~~$996,553. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of ~~$81,332,991, $2,091,716~~$84,337,498, $368,753 and ~~$1,146,122,~~$2,183,076, respectively, ~~on September 30, 2021.~~as of March 31, 2022. 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.

~~Currently, management intends~~Management continues to develop ~~a vastly improved healthcare communications system~~strategic partnerships and ~~intends~~has ramped up selling into the existing customer base as well as penetrate larger organizations with multiple customers while continuing to ~~develop alliances with strategic partners to generate revenues that will sustain the Company.~~scope out additional areas of opportunity. 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.

The primary factors that influence our liquidity include, but are not limited to, the amount and timing of our equity and debt raises, revenues, cash collections from our clients, capital expenditures, and investments in research and development.

The following table summarizes the impact of operating, investing and financing activities on our cash flows for the ~~nine-month~~three-month periods ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ related to our operations:

	Nine Month Ended						Three Month Ended
	September 30,			December 31,			March 31,			March 31,
	2021			2020			2022			2021
Net cash used in operating activities	$	(1,927,962	)	$	(1,142,000	)	$	(1,049,394	)	$	(715,169	)
Net cash used in investing activities		(3,393,039	)		(810,000	)		(63,296	)		(48,682	)
Net cash provided by financing activities		6,012,557			1,583,000			1,850,958			950,406
Net change in cash		691,556			(369,000	)		738,268			186,555
Cash and cash equivalents at beginning of the period		7,619			445,000			71,807			7,619
Cash and cash equivalents at end of the period	$	699,175		$	76,000		$	810,075		$	194,174

Operating Activities: Net cash used by operating activities of ~~$1,927,962,~~$1,049,394, for the ~~nine-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 was ~~$785,962~~$334,225 more than the ~~$1,142,000~~$715,169 cash used by operations for the ~~nine-month~~three-month period ended ~~September 30, 2020.~~March 31, 2021. The increase in cash utilized by operating activities compared to the ~~nine-month~~three-month period ended ~~September 30, 2020~~March 31, 2021 was primarily attributable to a ~~$357,788~~$177,800 decrease in accounts payable and accrued liabilities and to a lesser extent the cash impact of changes in other operating assets and liabilities. Future spending on operating activities is expected to be funded by the sale of and issuance of additional shares of common stock.

Investing Activities: Net cash used by investing activities of ~~$3,393,039~~$63,296 for the ~~nine-month~~three-month period ended ~~September 30, 2021~~March 31, 2022 compared to ~~$810,000~~$48,682 cash used by investing activities for the ~~nine~~three -month period ended ~~September 30, 2020.~~March 31, 2021. The ~~Company increased its outlay for acquisitions~~overall increase was due to a slight increase in ~~2021 by $2,825,022 of the comparative nine month period which was slightly offset by a decrease of $251,137 in~~capitalized software ~~development spending.~~cost components. Future spending on investing activities is expected to be funded by the sale of and issuance of additional shares of common stock.

Financing Activities: Net cash provided by financing activities of $1,850,958 for the three-month period ended March 31, 2022 was $900,552 more than the $950,406 cash provided by financing activities for the three-month period ended March 31, 2021. The Company issued $2,000,000 in debt for the three-months ended March 31, 2022 versus nil for the same comparative period in 2021. This was offset by a decrease in common stock issuances in the three-months ended March 31, 2022 of $350,000 compared to $1,417,313 for the three months ended March 31, 2021.

~~Financing Activities:~~Credit Facilities ~~Net cash provided by financing activities~~

In January 2021 the Company and one of ~~$6,012,557~~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 ~~nine-month period ended September 30, 2021 was $4,429,557 more than~~ten (10) days prior to the ~~$1,583,000 cash provided by financing activities for~~Closing Request Date with a minimum $25,000 put allowance. As part of the ~~nine-month period ended September 30, 2020. This was primarily due to larger cash proceeds of $3,020,813 for~~agreement, the ~~issuance~~Company issued 250,000 shares of common stock ~~and larger net proceeds from~~as a commitment fee. The available balance on the ~~issuance~~facility as of debt of $3,300,881 compared to Q3 2020. These funding sources were partially offset by an increase in debt payments of $875,887 for the nine-month period ended September 30,2021 versus $71,000 for the comparative period in 2020.

~~The Company currently has no active line of credit facility.~~March 31, 2022 was $4,650,000.

Our Chief Financial Officer has evaluated our disclosure controls and procedures. Based on such evaluation, and after considering the controls implemented to mitigate the material weakness related to insufficient accounting personnel discussed below, he has concluded that, as of September 30, 2021, our disclosureDisclosure controls and procedures ~~were effective in ensuring~~are designed to ensure that information ~~relating to the Company~~ required to be disclosed by us in ~~the reports that we file or submit under the~~our Exchange Act ~~of 1934, as amended (the “Exchange Act”),~~reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, ~~including ensuring~~and that such information is accumulated and communicated to ~~him~~our management, including our principal executive officer and ~~other members of our management~~principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 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 principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective, due to the material weakness related to the Company’s accounting for complex financial instruments and the material weakness related to our inability to adequately segregate responsibilities over the financial reporting process. In light of these material weaknesses, we performed additional procedures and analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.

Notwithstanding the material weaknesses, management has concluded that the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

We have not identified any change in our internal control over financial reporting during our most recently completed fiscal quarter that materially affected, or is 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, filled the role of Acting Chief Financial Officer, was 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 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:

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.

In the course of completing its assessment of internal control over financial reporting as of December 31, 2019, management identified a material weakness, relating to the number of personnel available to serve the Company’s accounting function. Specifically, management believed that we may not have been able to adequately segregate responsibility over financial transaction processing and reporting. Although we were unable to remediate the material weakness with current personnel, we were able to mitigate its potential impact, primarily through the greater involvement of senior management in the review and monitoring of financial transaction processing and financial reporting.

Our management 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 September 30 ~~2021, our internal control over financial reporting was effective.~~

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts smaller reporting companies from the auditor attestation requirement.

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 August 18, 2021, the Company 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 the Company’s assets that were previously pledged as security to a Lender. On August 24, 2021 the Company received a Default Notice from the Lender asserting that the Company 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 our Company beginning in approximately ofin March of 2009 that was secured by all of the assets our Company. We initiated an investigation into the matter and concluded that we had repaid all of the loans (including tendering payment of $28,577.82 for various credit card obligations with JP Morgan Chase Bank which the Lender rejected on August 4, 2021) and any loans that had not been repaid were released under the terms of a Recapitalization Agreement dated November 1, 2016. We 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. We are currently in negotiations with Lender to resolve the dispute. We believe the claims of the Lender are without merit and intend to vigorously defend the matter.

~~Not applicable.~~Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.

Information with respect to sales of unregistered shares of the Common Stock of the Company during the fiscal quarter ended ~~September 30, 2021~~March 31, 2022, is set forth in the Condensed Consolidated Statements of Changes in Stockholders’ Equity ~~(Deficit)~~ for the ~~Nine-Month~~Three-Month Period Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020 (Unaudited)~~(unaudited) contained in Part I Financial Information. All such sales were to accredited investors and were 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.

Notes to exhibits: iCoreConnect Inc. will furnish a copy of any of the exhibits listed above upon payment of $5.00 per exhibit to cover the cost of the Company furnishing the exhibit.

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.

Part I Financial Information

Item 1	Financial Statements (Unaudited)~~(Rounded)~~

	Condensed Consolidated Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	3

	Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~(Unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the ~~Nine~~Three Months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~(Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~(Unaudited)	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123

Item 3.	Quantitative and Qualitative Disclosures About Market Risks ~~19 Not applicable~~	2730

Item 4.	Controls and Procedures	2730

Part II Other Information

Item 1.	Legal Proceedings	2931

Item 1A.	Risk Factors	29

	~~Not applicable~~	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2931

Item 3.	Defaults Upon Senior Securities	2931

	Not Applicable

Item 4.	Mine Safety Disclosures	2931

	Not Applicable

Item 5.	Other Information	2931

	Not Applicable

Item 6.	Exhibits	3032

Signatures		3133

iCoreConnect Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 (UNAUDITED) AND DECEMBER 31, 2020

	September 30,			December 31,
	2021			2020
ASSETS
Cash and cash equivalents	$	699,175		$	7,619
Accounts receivable, net		484,062			126,472
Prepaid expenses and other current assets		181,918			20,103
Total current assets	$	1,365,155		$	154,194

Property and equipment, net	$	50,602		$	2,405
Right of use lease asset - operating		90,819			150,477
Software development costs, net		668,745			768,907
Acquired technology, net		399,997			753,794
Customer relationships, net		1,756,131			369,524
Goodwill		3,073,886			491,376
Total long-term assets	$	6,040,180		$	2,536,483

TOTAL ASSETS	$	7,405,335		$	2,690,677

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	1,243,991		$	1,664,125
Operating lease liability, current portion		58,503			89,088
Notes payable, current portion		1,198,373			1,429,207
Deferred revenue, current portion		10,409			2,775
Total current liabilities	$	2,511,276		$	3,185,195

Operating lease liability, net of current portion	$	32,316		$	61,389
Deferred revenue, net of current portion		20,344			73,033
Notes payable, net of current portion		2,749,682			0
Total long-term liabilities	$	2,802,342		$	134,422

TOTAL LIABILITIES	$	5,313,618		$	3,319,617

STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 159,205,016 as of September 30, 2021 and 90,081,336 as of December 31, 2020	$	159,205		$	90,081
Additional paid-in-capital		83,265,503			77,112,060
Accumulated deficit		(81,332,991	)		(77,831,081	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	$	2,091,717		$	(628,940	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	7,405,335		$	2,690,677

The accompanying notes are an integral part of these condensed consolidated financial statements

	March 31,			December 31,
	2022			2021
ASSETS
Cash and cash equivalents	$	810,075		$	71,807
Accounts receivable, net		715,701			629,047
Prepaid expenses and other current assets		390,386			312,286
Total current assets		1,916,162			1,013,140

Property and equipment, net		91,686			92,562
Right of use lease asset - operating		1,078,739			99,054
Software development costs, net		561,925			592,781
Acquired technology, net		160,034			277,966
Customer relationships, net		2,890,001			3,069,874
Goodwill		1,484,966			1,484,966
Total long-term assets		6,267,351			5,617,203

TOTAL ASSETS	$	8,183,513		$	6,630,343

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	1,243,273		$	1,641,750
Operating lease liability, current portion		1,046,423			66,738
Notes payable, current portion		1,776,168			2,325,339
Deferred revenue		33,374			20,419
Total current liabilities		4,099,238			4,054,246

Long-term debt, net of current maturities		3,683,206			1,538,488
Operating lease liability, net of current portion		32,316			32,318
Total long-term liabilities		3,715,522			1,570,806

TOTAL LIABILITIES	$	7,814,760		$	5,625,052

STOCKHOLDERS’ EQUITY

Preferred Stock, par value $0.001; 10,000,000 shares authorized; Issued and Outstanding: 0 as of March 31, 2022 and December 31, 2021.		0			0
Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 172,216,323 as of March 31, 2022 and 167,493,479 as of December 31, 2021		172,216			167,493
Additional paid-in-capital		84,534,035			83,633,061
Accumulated deficit		(84,337,498	)		(82,795,263	)
TOTAL STOCKHOLDERS’ EQUITY		368,753			1,005,291

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,183,513		$	6,630,343

iCoreConnect Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED)

					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at January 1, 2020		67,476,089	$	67,000	$	74,738,000	$	(74,340,000	)	$	465,000
Stock issued for cash and conversion of notes payable		2,336,255		3,000		587,000		0			590,000
Stock issued for services		-		0		0		0			0
Stock compensation expense		131,250		0		95,000		0			95,000
Stock issued for asset acquisition of TrinIT		730,000		1,000		182,000		0			183,000
Net loss		-		0		0		(780,000	)		(780,000	)
Balances at March 31, 2020		70,673,594	$	71,000	$	75,602,000	$	(75,120,000	)	$	553,000

Stock issued for cash		100,000	$	0	$	25,000	$	0		$	25,000
Stock issued for conversion of note payable		76,997		0		8,000		0			8,000
Stock compensation expense		1,617,861		1,000		224,000		0			225,000
Stock issued for conversion of accounts payable		1,000,000		1,000		249,000					250,000
Stock issued for stock option exercises		5,000		0		1,000		0			1,000
Net loss		-		0		0		(857,000	)		(857,000	)
Balances at June 30, 2020		73,473,452	$	73,000	$	76,109,000	$	(75,977,000	)	$	205,000

Stock issued for cash		3,328,000	$	4,000	$	378,000	$	0		$	382,000
Stock issued for conversion of convertible notes payable		3,114,696		3,000		115,000		0			118,000
Stock compensation expense		-		0		48,000		0			48,000
Stock issued as origination fee in convertible debt agreement		25,000		0		2,000					2,000
Net loss		-		0		0		(774,000	)		(774,000	)
Balances at September 30, 2020		79,941,148	$	80,000	$	76,652,000	$	(76,751,000	)	$	(19,000	)

iCoreConnect Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED)

	September 30,			September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITTIES
Net loss	$	(3,501,911	)	$	(2,411,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		2,832			6,000
Amortization expense		851,537			671,000
Loss on derivatives		1,513,366			0
Change in allowance for doubtful accounts		0			60,000
Gain on cancellation of liabilities		(331,404	)		(24,000	)
Stock compensation expense		113,657			368,000
Non-cash interest expense		102,645			43,000
Changes in assets and liabilities:
Accounts receivable		(322,368	)		(80,000	)
Prepaid expenses		(161,815	)		(16,000	)
Right of use asset, net of lease liability		(59,658	)		(2,000	)
Accounts payable and accrued expenses		(89,788	)		268,000
Deferred revenue		(45,055	)		(25,000	)
NET CASH USED IN OPERATING ACTIVITIES	$	(1,927,962	)	$	(1,142,000	)

INVESTING ACTIVITIES
Cash portion of consideration paid to acquire Advantech/BCS/STS	$	(3,200,022	)	$	(375,000	)
Additions to capitalized software		(183,863	)		(435,000	)
Purchases of capital assets		(9,154	)		0
NET CASH USED IN INVESTING ACTIVITIES	$	(3,393,039	)	$	(810,000	)

FINANCING ACTIVITES
Net proceeds from debt	$	3,300,881		$	676,000
Payments on debt		(875,887	)		(71,000	)
Proceeds from issuance of common stock		3,587,563			977,000
Proceeds from exercise of employee stock options		0			1,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	6,012,557		$	1,583,000

NET CHANGE IN CASH	$	691,556		$	(369,000	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		7,619			445,000
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	699,175		$	76,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	233,465		$	74,000
Stock issued for acquisitions	$	500,250		$	183,000
Stock issued for acquisition of technology	$	0		$	0
Stock issued for conversion of convertible notes payable	$	0		$	146,000
Stock issued for conversion of notes payable	$	0		$	0
Stock issued for conversion of accounts payable	$	(7,266	)	$	250,000

The accompanying notes are an integral part of these condensed consolidated financial statements

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

iCoreConnect Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED)

	Three Months Ended									Nine Months Ended
	September 30, 2021			September 30, 2020			% Incr/(Decr)			September 30, 2021			September 30, 2020			% Incr/(Decr)
Revenue	$	1,365,112		$	530,000			158	%	$	3,050,488		$	1,508,000			102	%
Cost of sales		420,915			274,000			54	%		928,675			703,000			32	%
Gross profit	$	944,197		$	256,000					$	2,121,813		$	805,000

Expenses
Selling, general and administrative	$	1,342,531		$	746,000			80	%	$	3,202,789		$	2,425,000			32	%
Depreciation and amortization		350,957			229,000			53	%		854,368			677,000			26	%
Total operating expenses	$	1,693,488		$	975,000					$	4,057,157		$	3,102,000
Loss from operations	$	(749,291	)	$	(719,000	)				$	(1,935,344	)	$	(2,297,000	)

Other income (expense)
Interest expense	$	(97,551	)	$	(79,000	)		23	%	$	(357,873	)	$	(148,000	)		142	%
Other income (expense)		(26,732	)		0						304,672			10,000		2947		%
Loss on derivatives		(232,189	)		0						(1,513,366	)		0
Gain on cancellation of liabilities		0			24,000			-100	%		0			24,000			-100	%
Total other income (expense)	$	(356,472	)	$	(55,000	)		548	%	$	(1,566,567	)	$	(114,000	)	1274		%

Net loss	$	(1,105,763	)	$	(774,000	)		43	%	$	(3,501,911	)	$	(2,411,000	)		45	%

Net loss per share available to common stockholders, basic and diluted	$	(0.01	)	$	(0.01	)				$	(0.03	)	$	(0.03	)
Net income per diluted share available to common stockholders

Weighted average number of shares, basic and diluted		155,351,644			75,923,838						137,519,808			72,776,256

The accompanying notes are an integral part of these condensed consolidated financial statements

	·	~~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.~~
	·	~~The MSP revenue model matches our SaaS, MSaaS and MRR models.~~

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

	1.	~~ePrescription Software~~
	2.	~~Analytics~~
	3.	~~Encrypted and HIPAA Compliant Secure email~~
	4.	~~ICD Coding Software~~
	5.	~~Electronic Health Records (EHR/Practice Management) software~~
	6.	~~Real-Time insurance verification and remaining benefits~~

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

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

	3)	~~Encrypted HIPAA compliant 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.~~

	4)	~~ICD 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.~~

	5)	Revenue from Practice Management software licensing arrangements are based on subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.

	6)	~~Real-time insurance services are provided on an annual subscription basis using the software as a service (“SaaS”) model with revenues recognized ratably over the contract term.~~

	7)	~~IT services and MSaaS offerings~~

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 an existing 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.
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 principle and interest of $791 are due monthly.

9.	In February 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 principle 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 March 31, 2022.

Type	Issue Date	Shares		Exercise Price		Expiration
Investors	4/19/2021		1,300,000	$	0.20	4/19/2026
Investors	4/19/2021		1,300,000	$	0.25	4/19/2026
Investors	4/22/2021		1,300,000	$	0.20	4/22/2026
Investors	4/22/2021		1,300,000	$	0.25	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		1,500,000	$	0.25	8/31/2026
Total			10,600,000

2022 Warrants Outstanding	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Outstanding – December 31, 2021		10,600,000	$	0.23		4.40	$	715,223
Granted
Forfeited/expired		-	$	0
Outstanding – March 31, 2022		10,600,000	$	0.23		4.10	$	715,223

	Total
Balance at December 31, 2021	$	1,484,966
2022 Acquisitions		0
Balance at March 31, 2022	$	1,484,966

	Gross Carrying Amount		Impairment		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets:
Capitalized software	$	2,724,678	$	0	$	(2,131,897	)	$	592,781
Customer relationships		3,713,434		0		(643,560	)		3,069,874
Acquired technology		1,527,186		0		(1,249,220	)		277,966
Total definite-lived intangible assets at December 31, 2021		7,965,297		0		(4,024,677	)		3,940,621

Capitalized software		2,787,974		0		(2,226,049	)		561,925
Customer relationships		3,713,434		0		(823,433	)		2,890,001
Acquired technology		1,527,186		-		(1,367,152	)		160,034
Total definite-lived intangible assets at March 31, 2022	$	8,028,594	$	0	$	(4,416,634	)	$	3,611,960

Lease Commitments
as of 03/31/2022
Less than 1 year		1-3 years		3-5 years		Total
$	288,086	$	755,353	$	482,328	$	1,525,767

Undiscounted minimum lease commitments	$	1,525,767
Present value adjustment using incremental borrowing rate		(447,028	)
Lease liabilities	$	1,078,739

	For the Three Months Ended March 31
	2022		%			2021		%			% Change
Revenue:
Subscription software and services	$	1,856,595		91	%	$	587,851		84	%		216	%

Professional services and other		187,294		9	%		116,150		16	%		61	%

	$	2,043,889		100	%	$	704,001		100	%		190	%

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		1,405,000		$	0.24		7.7	��	$	0
Granted		2,880,000		$	0.13		10.0		$	0
Exercised		(10,000	)	$	0.15		0.0		$	-
Forfeited		-		$	-
Balance Outstanding - September 30, 2021		4,275,000		$	0.15		9.0		$	-
Exercisable - September 30, 2021		1,395,000		$	0.24		6.9		$	-

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

Nonvested - January 1, 2021		-	$	0		0.0
Granted		2,800,000	$	0		3.0
Vested		-	$	0
Forfeited/expired		-
Nonvested - September 30, 2021		2,800,000	$	0		3.0

	September 30, 2021			December 31, 2020
Development costs	$	2,663,000		$	2,479,137
Acquired technology		1,527,186			1,527,186
Less accumulated amortization		(3,121,443	)		(2,483,622	)
	$	1,068,742		$	1,522,701

iCoreConnect Lease Commitments
as of September 30, 2021
Less than 1 year		1-3 years		3-5 years		Total

	246,672		770,010		609,536		1,626,218

Undiscounted minimum lease commitments	$	1,626,218
Present value adjustment using incremental borrowing rate		1,535,399
Lease liabilities	$	90,819

Consideration Paid:
Cash	$	1,500,000
Common stock		500,000
	$	2,000,000

Assets acquired:
Cash	$	150,000
Accounts Receivable		35,223
Fixed Assets		32,000
Goodwill		1,782,777
Total assets acquired	$	2,000,000

	·	~~Our current and future customer 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 technology services companies,~~
	·	~~The MSP revenue model matches are SaaS, MSaaS and MRR subscription models.~~

	·	Product Traction. We continue to benefit from trends toward cloud-based SaaS offerings ~~and electronic prescription adoption~~ for improved ~~safety~~workflow, productivity, and ~~workflow. Regulatory mandates and approaching state deadlines~~efficiency gains. As we have expanded our product offerings, we are ~~catalysts~~seeing greater traction for all our software products across the ~~adoption of electronic prescriptions delivered through the cloud.~~entire platform.

	·	Business Development. The Company has pursued and won contracts with larger enterprise health care ~~businesses. In May of 2020, we won our first contract~~businesses and continues to do so. We currently have agreements with alarge State Associations, Dental Support ~~Organization (DSO)~~Organizations (DSOs), Hospitals, and ~~currently, we have 24 DSO customers, with more anticipated contract wins in 2021.~~large insurance companies
	·	~~HubSpot rollout~~~~. We began rolling out the HubSpot sales and marketing operations platform in the quarter to improve automation, efficiencies and lead tracking.~~
	·	~~Acquisitions~~. In April, we acquired Advantech, a Scottsdale, AZ based MSP. Advantech will be accretive to our gross margins, profitability and growth, while leveraging our new marketing relationship with the Arizona Dental Association. In September, we acquired Spectrum Technology Solutions, LLC, also a Scottsdale, AZ based MSP, like Advantech, Spectrum Technology Solutions will be accretive to our gross margins, profitability and growth and enhance our market relationships in the Arizona market.
	·	Capital raise. In the first ~~nine~~three months of ~~2021,~~2022, the company raised ~~over $2 million~~$350,000 of equity and ~~$3.0 million~~$2,000,000 in the form of ~~notes and convertible~~secured notes to fund ~~growth~~operations and ~~the acquisition of Advantech and Spectrum Technology Solutions.~~growth.


27

	·	~~COVID-19~~~~. We continue to see the negative impact~~Table of COVID-19 as headwinds during 2020 turn to tailwinds in 2021 as health care businesses return to normal operations and look for SaaS offerings that better improve their workflow, regulatory compliance, insurance reimbursement and IT security and reliability. Contents

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.~~

Exhibit No		Description

5.6		Lease extension dated ~~September~~March 10, 2021 between iCoreConnect Inc and Lake Butler Plaza Properties LLC

5.7		Lease Agreement dated ~~September~~March 22, 2021 between iCoreConnect Inc and Four Two Nine, Inc.

10.16		Asset Purchase Agreement dated ~~September~~March 1, 2021 between iCoreConnect Inc and Spectrum Technology Solutions an Arizona Corporation*

31.1		CEO Certification pursuant to rule 13a-14(a)

31.2		CFO Certification pursuant to rule 13a-14(a)

32.1		CEO Sarbanes Oxley certification

32.2		CFO Sarbanes Oxley certification

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

iCoreConnect, Inc. (Registrant)

Date: ~~November 15, 2021~~May 12, 2022	By:	/s/ Robert McDermott
		Robert McDermott
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 15, 2021~~May 12, 2022	By:	/s/ Archit Shah
		Archit Shah
		Chief Financial Officer
		(Principal Accounting Officer)