10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

Commission file number: 000-52765

iCoreConnect Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	13-4182867
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13506 Summerport Village Pkwy #160, Windermere, FL 34786
(Address of principal executive offices) (Zip Code)

(888) 810-7706

(Registrant’s Telephone Number, Including Area Code)

____________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	ICCT	The OTCQB Venture Market

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

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

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

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

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

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

As of August 23, 2021 there were 151,613,399 shares of the registrant’s common stock outstanding.

iCoreConnect Inc.
FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED JUNE 30, 2021

Part I Financial Information
Item 1.	Financial Statements (Unaudited)(Rounded)
	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Six Months ended June 30, 2021 and 2020	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	23
	Not applicable
Item 4.	Controls and Procedures	23
Part II Other Information
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
	Not applicable
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
	Not Applicable
Item 4.	Mine Safety Disclosures	24
	Not Applicable
Item 5.	Other Information	24
	Not Applicable
Item 6.	Exhibits	25
Signatures		26

2

iCoreConnect Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2021 (UNAUDITED) AND DECEMBER 31, 2020
	June 30,			December 31,
	2021			2020
ASSETS
Cash and cash equivalents	$	846,039		$	7,619
Accounts receivable, net		233,915			126,472
Prepaid expenses and other current assets		132,019			20,103
Total current assets		1,211,973			154,194
Property and equipment, net		15,090			2,405
Right of use lease asset - operating		118,182			150,477
Software development costs, net		698,349			768,907
Acquired technology, net		517,929			753,794
Customer relationships, net		1,855,664			369,524
Goodwill		1,291,109			491,376
Total long-term assets		4,496,323			2,536,483
TOTAL ASSETS	$	5,708,296		$	2,690,677
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	833,416		$	1,664,125
Operating lease liability, current portion		47,035			89,088
Notes payable		2,372,271			1,429,207
Deferred revenue, current portion		31,586			2,775
Total current liabilities		3,284,308			3,185,195
Operating lease liability, net of current portion		53,699			61,389
Deferred revenue, net of current portion		20,743			73,033
Total long-term liabilities		74,442			134,422
TOTAL LIABILITIES		3,358,750			3,319,617
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 151,613,399 as of June 30, 2021 and 90,081,336 as of December 31, 2020		151,613			90,081
Additional paid-in-capital		81,143,985			77,112,060
Accumulated deficit		(78,946,052	)		(77,831,081	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		2,349,546			(628,940	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	5,708,296		$	2,690,677

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

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iCoreConnect Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2021 (UNAUDITED)
	Three Months Ended									Six Months Ended
	June 30,			June 30,			% Incr/			June 30,			June 30,			% Incr/
	2021			2020			(Decr)			2021			2020			(Decr)
Revenue	$	981,378		$	472,000			108	%	$	1,685,379		$	978,000			72	%
Cost of sales		267,728			210,000			27	%		507,761			429,000			18	%
Gross profit		713,650			262,000						1,177,618			549,000
Expenses
Selling, general and administrative		1,003,870			870,000			15	%		1,860,258			1,679,000			11	%
Depreciation and amortization		250,715			225,000			11	%		503,412			448,000			12	%
Total operating expenses		1,254,585			1,095,000						2,363,670			2,127,000
Loss from operations		(540,935	)		(833,000	)					(1,186,052	)		(1,578,000	)
Other income (expense)
Interest expense		(92,526	)		(34,000	)		172	%		(260,323	)		(69,000	)		277	%
Other income		-			10,000			-100	%		-			10,000			-100	%
Gain on cancellation of liabilities		331,404			-						331,404			-			-
Total other income (expense)		238,878			(24,000	)		-1095	%		71,081			(59,000	)		-220	%
Net loss	$	(302,057	)	$	(857,000	)		-65	%	$	(1,114,971	)	$	(1,637,000	)		-32	%

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

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iCoreConnect Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED JUNE 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		-			590,000
Stock issued for services		-		-		-		-			-
Stock compensation expense		131,250		-		95,000		-			95,000
Stock issued for asset acquisition of TrinIT		730,000		1,000		182,000		-			183,000
Net loss		-		-		-		(780,000	)		(780,000	)
Prior period rounding adjustment
Balances at March 31, 2020		70,673,594		71,000		75,602,000		(75,120,000	)		553,000
Stock issued for cash		100,000		-		25,000		-			25,000
Stock issued for conversion of note payable		76,997		-		8,000		-			8,000
Stock compensation expense		1,617,861		1,000		224,000		-			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		-		1,000		-			1,000
Net loss		-		-		-		(857,000	)		(857,000	)
Balances at June 30, 2020		73,473,452	$	73,000	$	76,109,000	$	(75,977,000	)	$	205,000
					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at January 1, 2021		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		-			1,417,313
Stock issued for conversion of fees for services payable		7,948,502		7,948		473,975		-			481,923
Stock compensation expense		3,968,795		3,969		114,827		-			118,796
Net loss		-		-		-		(812,914	)		(812,914	)
Balances at March 31, 2021		124,503,233	$	124,503		79,095,670		(78,643,995	)		576,178
Stock issued for cash		16,015,000		16,015		1,487,485		-			1,503,500
Stock compensation expense		3,115,166		3,115		65,830		-			68,945
Stock issued for convertible debt		2,730,000		2,730		-		-			2,730
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		-		-			250
Net loss		-		-		-		(302,057	)		(302,057	)
Balances at June30, 2021		151,613,399		151,613		81,143,985		(78,946,052	)		2,349,546

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

5

iCoreConnect Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020 (UNAUDITED)

	June 30,			June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITTIES
Net loss	$	(1,114,971	)	$	(1,637,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		1,418			5,000
Amortization expense		469,699			443,000
Change in allowance for doubtful accounts		-			-
Gain on cancellation of liabilities		(331,404	)		-
Stock issued for services		-			-
Stock compensation expense		187,741			320,000
Non-cash interest expense		26,858			12,000
Changes in assets and liabilities:
Accounts receivable		(107,443	)		(73,000	)
Fixed assets		(4,228	)		-
Prepaid expenses		(111,916	)		2,000
Right of use asset, net of lease liability		(17,448	)		(2,000	)
Accounts payable and accrued expenses		(11,174	)		255,000
Deferred revenue		(23,479	)		(13,000	)
NET CASH USED IN OPERATING ACTIVITIES		(1,036,347	)		(688,000	)
INVESTING ACTIVITIES
Cash portion of consideration paid to acquire Advantech/BCS		(1,850,022	)		(375,000	)
Additions to capitalized software		(108,752	)		(311,000	)
NET CASH USED IN INVESTING ACTIVITIES		(1,958,774	)		(686,000	)
FINANCING ACTIVITES
Net proceeds from debt		1,795,881			416,000
Payments on debt		(875,887	)		(71,000	)
Proceeds from issuance of common stock		2,920,813			595,000
Proceeds from exercise of employee stock options		-			1,000
Conversion of accounts payable into common stock		(7,266	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		3,833,541			941,000
NET CHANGE IN CASH		838,420			(433,000	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		7,619			445,000
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	846,039		$	12,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	233,465		$	49,000
Stock issued for acquisitions	$	500,250		$	183,000
Stock issued for acquisition of technology	$	-		$	-
Stock issued for conversion of convertible notes payable	$	-		$	28,000
Stock issued for conversion of notes payable	$	-		$	-
Stock issued for conversion of accounts payable	$	(7,266	)	$	250,000

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

6

iCoreConnect Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2021

1. NATURE OF OPERATIONS

iCoreConnect Inc., (the “Company”), a Nevada Corporation, develops and markets secure cloud-based HIPAA compliant software as a service (SaaS) focused on compliance, workflow/productivity, and electronic health records systems. The Company also offers both managed IT (MSP) 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.

Software as a Service (SaaS) Offerings

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, and iCorePay. The Company’s software is sold under annual recurring revenue subscriptions.

iCoreExchange – 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 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 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.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires providers and healthcare professionals to transmit encrypted personal health information via electronic means.

iCoreCodeGenius – is Coding Software that provides the coding standards 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 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.

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iCoreMobile -- iCoreMobile is our third complete EHR software platform, 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 to instantly reveal 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. It 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.

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:

· 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.

8

2. SUMMARY OF SIGNFICANT ACCOUNTING POLICES

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. These 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 with the SEC on April 15, 2021. 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 results of operations for the six-month period ended June 30, 2021 are not necessarily indicative of results that may be expected for any other interim period 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.

Basis of Presentation and Principles of Consolidations

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.

Fair Value of Financial Instruments

The Company measures certain financial assets at fair value. Fair value is determined based upon 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 the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are customer obligations due under normal trade terms. We maintain 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. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $76,531 and $77,000 as of June 30, 2021 and December 31, 2020, respectively.

9

Property, Equipment and Depreciation

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

Software Development Costs and Acquired Software

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

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

Impairment of Long-Lived Assets

Long lived assets are 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 undiscounted future 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 the carrying amount of the asset exceeds the fair value of the asset.

Goodwill

Goodwill consists of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually or when events or circumstances indicate that the carrying value of the reporting unit may exceed its fair value. If the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized. The Company did not recognize any impairment charges for the fiscal quarter ended June 30, 2021 and 2020.

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.

We have the option to qualitatively or quantitatively assess goodwill for impairment and, in 2020, we evaluated our goodwill using a qualitative assessment process. If 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.

As of June 30, 2021, we had $1.291 million of Goodwill on our balance sheet associated with four acquisitions, ICD Logic, TrinIT, and Advantech. ICD Logic related goodwill, which accounts for $0.361 million of the total Goodwill balance is the basis for the underlying technology associated with one of the Company’s faster growing and more promising SaaS offerings. TrinIT related Goodwill accounts for $0.130 million of the total Goodwill balance. The TrinIT acquisition was made in 2020 and is performing to expectations. Advantech accounted for $.799 million. During 2021, there were no indications of a triggering event at the 2 reporting units. The annual goodwill impairment analysis resulted in no indications of impairment in 2020 or 2019.

We are 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.

10

Revenue Recognition

We have 5 primary sources of revenue as of June 30, 2021:

1.	ePrescription Software
2.	IT Managed Services
3.	Encrypted and HIPAA Compliant Secure email
4.	ICD Coding Software
5.	Electronic Health Records (EHR/Practice Management) software

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) Managed IT services – Consist of 3 revenue streams. (i) Monthly recurring “Managed Service Provider (MSP)” and MSaaS revenue, (ii) periodic sale and installation of IT related hardware, and (iii) custom IT projects. The MSP and MSaaS model revenue is recognized monthly on a recurring basis while the revenue relating to IT hardware and custom IT projects is recognized when the services are performed. 

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 Software provides the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), a medical classification list by the World Health Organization (WHO). It contains codes for diseases, signs and symptoms, abnormal findings, complaints, social circumstances, and external causes of injury or diseases. 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. 

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 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-four percent 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.

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 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.

Accounting for Derivative Instruments

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

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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.

Income Taxes

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

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

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

Use of Estimates

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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, 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.

Stock-Based Compensation

The Company uses the fair value method to account for the granting of options to purchase shares of its 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. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

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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. 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

In February 2016, the FASB issued 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. 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 to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the 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.

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

Going Concern

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 six-month period ended June 30, 2021, the Company generated an operating loss of $1,164,255. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $78,995,337, $2,300,261 and $2,106,574, respectively, on June 30, 2021. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.

Currently, management 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.

3. COMMON STOCK

Stock Issuances

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 and second quarter of 2021, the Company issued approximately 38.5 million shares of Common stock for $2.920 million in cash.

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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 June 30, 2021.

Stock Options

During the six-month period ended June 30, 2021, no options to purchase shares of common stock granted to employees expired and no options were forfeited or exercised.

A summary of option activity for the six-month period ended June 30, 2021, is presented below:

2021 Options Outstanding	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Balance Outstanding - January 1, 2021		1,405,000	$	0.24		7.7	$	-
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Balance Outstanding - June 30, 2021		1,405,000	$	0.24		7.4	$	-
Exercisable - June 31, 2021		1,405,000	$	0.24		7.4	$	-

2021 Nonvested Options	Number of Options		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested - January 1, 2021		-	$	-		0.0
Granted		-	$	-
Vested		-	$	-
Forfeited/expired		-
Nonvested - June 30, 2021		-	$	-		0.00

Common Stock Warrants

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

Common Stock Warrants - In April and May of 2021, in connection with the issuance of the Company’s Convertible 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%.

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As of June 30, 2021, the number of shares issuable upon exercise of the Common Stock Warrants were 9.1 million shares.

Type	Issue Date	Shares		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
Total			9,100,000

4. SOFTWARE DEVELOPMENT COSTS

The Company continued to develop its software products with significant features and enhancements during the six-month period ended June 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:

	June 30,			December 31,
	2021			2020
Development costs	$	2,587,889		$	2,479,137
Acquired technology		1,527,186			1,527,186
Less accumulated amortization		(2,898,798	)		(2,483,622	)
	$	1,216,278		$	1,522,701

5. COMMITMENTS AND CONTINGENCIES

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. 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 June 30, 2021, undiscounted future lease obligations for the office space are $131,660 for period ending June 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.

iCoreConnect Lease Commitments
as of 6/30/2021
Less than 1 year		1-3 years		3-5 years		Total
$	73,980	$	57,680	$	0	$	131,660

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Lease costs for the 6 months ending June 30, 2021 were $72,880 and cash paid for amounts included in the measurement of lease liabilities for the quarter ended June 30, 2020 were 44,000. As of December 31, 2020, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:

Undiscounted minimum lease commitments	$	131,660
Present value adjustment using incremental borrowing rate		(30,926	)
Lease liabilities	$	100,734

6. CONCENTRATION OF CREDIT RISK

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 had no significant customer (greater than 10% of total revenue) for 6 months ending June 30, 2021. The Company had 1 significant customer in the six months ending June 30, 2020. The customer’s share of total revenue fell to under 10% from the 6 months ending June 30, 2020 due to organic growth of other customers and the acquisition of TrinIT and Advantech that further diversified the Company’s customer concentration. The company has accounts receivable concentration with three customers that represent 20%, 11%, and 11% of our accounts receivable. Overall, the company grew its accounts receivable approximately ending balance 29% for the 6 months ending June 30, 2021 compared to the 6 months ending June 30, 2020, compared to an over 71% growth in sales for the same period. Day’s sales outstanding was less than 30 days as of June 30, 2021. 

7. SEGMENT INFORMATION

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.

Revenue Segment

Net sales by revenue type were as follows:

	For the Six Months Ended
	June 30,
	2021		%			2020		%			% Change
Revenues:
Subscription software and services	$	1,464,629		87	%	$	778,245		80	%		88	%
Professional services and other		220,750		13	%		199,619		20	%		11	%
Total	$	1,685,379		100	%	$	977,863		100	%		72	%

8. SUBSEQUENT EVENTS

A Letter of Intent has been signed with Spectrum Technology Solutions, LLC.

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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 March 27, 2020 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.

About the Company

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.

Software as a Service (SaaS) Offerings

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, and iCorePay and. The Company’s software is sold under annual recurring revenue subscriptions.

IT Managed Services

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.

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

· 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.

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 84% and 80% of our total revenue for the six months ended June 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 16% and 20% of our total revenue for the six months ended June 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.

COVID-19 Business Update

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.

Financing

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 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.

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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.

Critical Accounting Policies and Estimates

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.

Executive Summary

Financial Results for the Six Months Ended June 30, 2021

Our total revenue for the six months ended June 30, 2021, increased by 72% to $1.685 million compared with $0.978 million during the same period in 2020. An increased number of SaaS and MSP subscriptions drove growth in the quarter. The Company ended the quarter with over approximately 12,000 subscriptions on our platform up from approximately 7,000 subscriptions in the prior year period. Total revenue grew 72% sequentially in the first 6 months of 2021 compared to the 6 months ending June 30, 2020.

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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), 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.

Revenue from Subscription Software and Services grew 88% to $1.465 million compared to $0.778 million during the same period in 2020. Professional Services and Other revenue grew 11% to $0.221 million compared to $0.200 million for the same period in 2020.

Subscription software and services revenue represented 87% of total revenue for the second quarter of 2021 compared to 80% of revenue for the same period in 2020. Professional services and other revenue represented 13% of total revenue for the second quarter of 2021 compared to 20% of revenue for the same period in 2020.

Gross profit percentage was 73% and 56% for the six months ended June 30, 2021 and 2020, respectively. Gross Profit increased $0.629 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.

Business Highlights and Trends

· Product Traction. We continue to benefit from trends toward cloud-based SaaS offerings and electronic prescription adoption for improved safety and workflow. Regulatory mandates and approaching state deadlines are catalysts for the adoption electronic prescriptions delivered through the cloud.

· Business Development. The Company has pursued and won contracts with larger enterprise health care businesses. In May of 2020, we won our first contract with a Dental Support Organization (DSO) and, currently, we have 18 DSO customers, with more anticipated contract wins in 2021.

· 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.

· Capital raise. In the first six months of 2021, the company raised over $2 million of equity and $1.5 million in the form of convertible notes to fund growth and the acquisition of Advantech.

· COVID-19. We continue to see the negative impact of COVID-19 as headwinds during 2020 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.

20

Results of Operations

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:

	Six Months Ended
	June 30,			June 30,
	2021			2020			% Incr/(Decr)
Revenue	$	1,685,379		$	978,000			72	%
Cost of sales		507,761			429,000			18	%
Gross profit		1,177,618			549,000
Expenses
Selling, general and administrative		1,860,258			1,679,000			11	%
Depreciation and amortization		503,412			448,000			12	%
Total operating expenses		2,363,670			2,127,000
Loss from operations		(1,186,052	)		(1,578,000	)
Other income (expense)
Interest expense		(260,323	)		(69,000	)		277	%
Other income		-			10,000			-100	%
Gain on cancellation of liabilities		331,404			-			-
Total other income (expense)		71,081			(59,000	)		-220	%
Net loss	$	(1,114,971	)	$	(1,637,000	)		-32	%

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

Six Month Period Ended June 30, 2021 (“2Q 2021”) Compared to Six Month Period Ended June 30, 2020 (“2Q 2020”)

Revenues. Net revenues of $1,685,379 for the 2Q 2021 period increased $707,379 or 72% compared to $978,000 for the 2Q 2020 period. The increase between periods was due to recurring SaaS revenues generated by a rapid growth in subscribers. Revenue from Subscription Software and Services grew 87% to $1,455,116 compared to $778,245 during the same period in 2020. Professional Services and Other revenue grew 11% to $220,807 compared to $199,619 for the same period in 2020.

Cost of sales. Cost of sales of $507,761 for the 2Q 2021 period increased $78,761 or 18% compared to $429,000 for the 2Q 2020 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 of sales related to SaaS and MSaaS offerings are generally more fixed in nature than variable, allowing this these costs to grow slower than revenue growth.

Selling, general and administrative expenses. Selling, general and administrative expenses of $1,860,258 for the 2Q 2021 period increased $181,258 or 11% compared to $1,679,000 for the 2Q 2020 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.

Depreciation and amortization expenses. Depreciation and amortization expenses of $503,412 for the 2Q 2021 period increased $55,412 or 12% compared to $448,000 for the 2Q 2020 period. The increase between periods was primarily made of two components. The 1Q 2020 acquisition of TrinIT increased our quarterly amortization costs starting in 1Q 2020. In the third quarter of 2020, a “true up” for the acquisition of technology from Claricare added additional intangible assets of $255,581 to the balance sheet and subsequent additional amortization expense in 2Q 2021.

Interest Expense. Interest expense of $260,323 for the 2Q 2021 period increased $191,323 or 277% compared to $69,000 in the 2Q 2020 period. The increase between periods was primarily due interest expense and fees for early payoff of convertible notes that are one-time in nature. Interest expense should return to much lower and normalized levels during the remainder of 2021.

21

LIQUIDITY AND CAPITAL

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 six-month period ended June 30, 2021 the Company generated an operating loss of $1,114,971. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $78,946,052, $2,349,546 and $2,072,335, respectively, on June 30, 2021. The Company’s activities were primarily financed through private placements of equity securities. 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 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.

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 six-month periods ended June 30, 2021 and 2020 related to our operations:

Operating Activities: Net cash used by operating activities of $1,036,347, for the six-month period ended June 30, 2021 was $348,347 more than the $688,000 cash used by operations for the six-month period ended June 30, 2020. The increase in cash utilized by operating activities compared to the six-month period ended June 30, 2020 was primarily attributable to a $220,677 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. 

	Six Months Ended
	June 30,			June 30,
	2021			2020
Net cash used in operating activities	$	(1,036,347	)	$	(688,000	)
Net cash used in investing activities		(1,958,774	)		(686,000	)
Net cash provided by financing activities		3,833,541			941,000
Net change in cash		838,420			(433,000	)
Cash and cash equivalents at the beginning of the period		7,619			445,000
Cash and cash equivalents at the end of the period	$	846,039		$	12,000

Investing Activities: Net cash used by investing activities of $1,958,774 for the six-month period ended June 30, 2021 compared to $686,000 cash used by investing activities for the six -month period ended June 30, 2020. The decrease of $202,248 in software development spending combined with a cash outlay of $1.8 million to acquire the assets of Advantech. 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 $3,833,541 for the six-month period ended June 30, 2021 was $2,892,541 more than the $941,000 cash provided by financing activities for the six-month period ended June 30, 2020. This was primarily due to larger cash proceeds of $2.33 million for the issuance of common stock and larger net proceeds from debt of $1.38 million compared to Q1 2020, partially offset by an increase in debt payments of $0.80 million for the six-month period ended June 30,2021.

Credit Facilities

The Company’s line of credit was paid off in 2Q 2019 and its commercial banking business was moved. The Company currently has no active line of credit facility.

22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, filled the role of Acting 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 June 30, 2021, our disclosure controls and procedures were effective in ensuring that information relating to the Company required to be disclosed in the reports that we file or submit under the Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to him and other members of our management as appropriate to allow timely decisions regarding required disclosure.

Changes to Internal Control Over Financial Reporting

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:

1.	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
3.	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

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

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 June 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.

23

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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 will not have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Information with respect to sales of unregistered shares of the Common Stock of the Company during the fiscal quarter ended June 30, 2021 is set forth in the Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Six-Month Period Ended June 30, 2021 and 2020 (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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

24

ITEM 6. EXHIBITS

Exhibit No.	Description
2.5	Asset Purchase Agreeement dated as of April 23, 2021 between iCoreConnect Inc. and Heyns Unlimited, LLC, a Arizona corporation doing business as Advantech IT.
2.6	Asset Purchase Agreement dated May 31, 2021 between iCoreConnect Inc. and BCS Tech Center, Inc., a Arizona corporation.
5.5	Lease Agreement for iCoreConnect Inc. and Los Arcos Professional Center LLC dated May 12th, 2021.
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

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.

25

SIGNATURES

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

	iCoreConnect, Inc. (Registrant)
Date: August 23, 2021	By:	/s/ Robert McDermott
		Robert McDermott
		Chief Executive Officer (Principal Executive Officer)
Date: August 23, 2021	By:	/s/ Robert McDermott
		Robert McDermott
		Acting Chief Financial Officer (Principal Accounting Officer)

26

EX-2.5

EXHIBIT 2.5

ASSET PURCHASE AGREEMENT

DATED AS OF APRIL 23rd, 2021

BETWEEN

ICORECONNECT, INC.

AND

HEYNS UNLIMITED, LLC.

1

INDEX

ARTICLE I	DEFINITIONS	4
1.1	Definitions	4
ARTICLE II	PURCHASE AND SALE OF ASSETS	8
2.1	Purchase and Sale	8
2.2	Excluded Assets.	8
2.3	Assumption of Only Certain Specified Liabilities and Obligations	8
2.4	No Assumption of Any Other Liability or Obligation	9
2.5	Consideration	9
2.7	Closing.	9
2.8	Deliveries by Seller.	10
2.9	Deliveries by Buyer.	10
2.10	Passage of Title at Closing.	10
2.11	Assignment of Contracts.	10
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF SELLER	11
3.1	Organization; Authorization.	11
3.2	No Violation.	12
3.3	Subsidiaries and Other Equity Investments.	12
3.4	Financial Statements.	12
3.5	No Undisclosed Liabilities.	12
3.6	Absence of Certain Changes.	12
3.7	Title to Properties and Assets.	13
3.8	Real Property; Real Property Leases	13
3.9	Tax Matters.	13
3.10	Material Contracts.	14
3.11	Litigation.	15
3.12	Patents and Trademarks.	15
3.13	Compliance with Laws.	16
3.14	Environmental Matters.	16
3.15	Governmental Authorizations and Regulations.	16
3.16	Employee Benefit Plans and Arrangements.	16
3.17	Foreign Corrupt Practices Act.	17
3.18	Related Transactions.	17
3.19	Certain Disclosures.	17
3.20	No Other Representations.	18
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF BUYER	18
4.1	Corporate Organization.	18
4.2	Capitalization; Stock Ownership.	18
4.3	Subsidiaries and Other Equity Investments.	19
4.4	Authorization of Agreement; No Violation	19
4.5	Litigation.	19
4.6	Financial Statements.	19
4.7	Absence of Certain Changes.	19
4.8	No Other Representations.	20
ARTICLE V	COVENANTS OF SELLER	20
5.1	Buyer Confidential Information.	20
5.2	Access, Information and Documents.	20
5.3	Conduct of Business Pending Closing.	20
5.4	Consents and Approvals.	21
ARTICLE VI	COVENANTS OF BUYER	21
6.1	Seller Confidential Information.	21
6.2	Consents and Approvals.	22
6.3	Access to Records.	22

2

ARTICLE VII	CONDITIONS TO CLOSING AND TERMINATION	22
7.1	Conditions Precedent to Seller’s Obligations.	22
7.2	Conditions Precedent to Buyer’s Obligations.	23
7.3	Mutual Conditions Precedent to Obligations.	23
7.4	Termination by Buyer.	24
7.5	Termination by Seller.	24
7.6	Effect of Termination.	24
ARTICLE VIII	INDEMNIFICATION	24
8.1	Survival.	24
8.2	Indemnification by Seller.	24
8.3	Indemnification by Buyer.	25
8.4	Limitations on Indemnification.	25
8.5	Third Party Claims.	26
8.6	Direct Claims.	27
8.7	Exclusive Remedies.	27
ARTICLE IX	MISCELLANEOUS	27
9.1	Further Assurances.	27
9.2	Expenses.	27
9.3	Waiver.	27
9.4	Notices.	28
9.5	Entire Agreement.	28
9.6	Rights Under this Agreement.	28
9.7	Governing Law.	28
9.8	Jurisdiction.	28
9.9	Waiver of Jury Trial.	29
9.10	Invalid Provisions.	29
9.11	Headings; References to Sections, Exhibits and Schedules.	29
9.12	Counterparts.	29
9.13	Specific Performance.	29
9.14	Non-recourse.	29

Acknowledgement and Signatures Exhibits
	A	Bill of Sale and Assignment and Assumption Agreement
	B	Seller Representation and Warranty Certificate
	C	Seller Corporate Matters Certificate
	D	Buyer Representation and Warranty Certificate
	E	Buyer Corporate Matters Certificate

3

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of this 23rd day of April, 2021 between ICORECONNECT INC., a Nevada corporation (“Buyer”), and HEYNS UNLIMITED, LLC., an Arizona corporation (“Seller”).

WHEREAS, Seller is engaged in the business of providing managed IT services and software development to various sized businesses (the “Business”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the properties and assets of Seller used in the Business, all upon the terms and conditions hereinafter set forth; and

WHEREAS, Buyer desires to assume from Seller certain of the liabilities of Seller (as and only to the extent specifically described herein).

NOW, THEREFORE, the parties hereto agree as follows:

Article I
DEFINITIONS

1.1 Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

“Affiliate” shall mean, with respect to a specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

“Assets” shall have the meaning set forth in Section 2.1.

“Assumed Liabilities” shall have the meaning set forth in Section 2.3.

“Bill of Sale and Assignment and Assumption Agreement” shall mean an agreement by and between Buyer and Seller in the form attached hereto as Exhibit A .

“Business” shall have the meaning set forth in the Recitals.

“Business Day” shall mean a day (other than a Saturday or Sunday), on which commercial banks in New York, New York are required or permitted to open.

“Buyer” shall have the meaning set forth in the Preamble.

“Buyer Confidential Information” shall have the meaning set forth in Section 5.1.

4

“Buyer Financial Statements” shall have the meaning set forth in Section 4.6.

“Closing” shall have the meaning set forth in Section 2.7 .

“Closing Date” shall have the meaning set forth in Section 2.7 .

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Contracts” shall mean all written or oral (but only to the extent enforceable) leases, licenses, contracts, agreements, indentures, promissory notes, guarantees, arrangements, commitments and understandings of any kind, and all amendments to any of the foregoing.

“Damages” shall mean losses, obligations, Liabilities, settlement payments, awards, judgments, fines, penalties, damages, deficiencies, Taxes and reasonable expenses and costs, including reasonable attorneys’ and experts’ fees and court costs. “Damages” shall not include any consequential, indirect, punitive or special damages, lost profits, or any damages calculated on the basis of any multiple.

“Deductible” shall have the meaning set forth in Section 8.4.

“Drop Dead Date” shall mean April 30 , 2021

“Eligible Market” means the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, the NYSE American, the OTC Bulletin Board, OTCQX Market, OTCQB Market or in the “pink sheets” published by the Pink OTC Market, Inc. and, in each case, any successor thereto.

“ERISA” shall have the meaning set forth in Section 3.16(A).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” shall have the meaning set forth in Section 2.2.

“GAAP” shall mean generally accepted accounting principles in the United States of America, consistently applied.

“Governmental Authority” shall mean any supranational, U.S. or non-U.S. federal, state, local, municipal, county or other governmental, quasi-governmental, administrative or regulatory or self-regulatory authority, body, agency, court, tribunal, commission or other similar entity (including any branch, department, agency or political subdivision thereof).

“Indemnified Party” shall have the meaning set forth in Section 8.4.

“Indemnifying Party” shall have the meaning set forth in Section 8.4.

“IRS” shall have the meaning set forth in Section 3.9.

“Law” shall mean any constitution, treaty, law, statute, code, ordinance, regulation, rule, or injunction of any Governmental Authority.

5

“Liabilities” shall mean any and all debts, liabilities and obligations, of any kind or nature, including those arising under common law, statute (or other Law), contract or otherwise, whether accrued or fixed, absolute or contingent, matured or unmatured, or determined or determinable.

“Lien” shall mean any mortgage, pledge, security interest, lien, adverse claim, levy, charge, or similar encumbrance.

“Litigation” shall have the meaning set forth in Section 3.11.

“Material Adverse Effect” means a material and adverse effect or change, in or upon, (i) the Business or the Assets or (ii) the ability of Seller to perform any of its obligations under this Agreement or, the Other Transaction Documents or to consummate the transactions contemplated by this Agreement or the Other Transaction Documents; provided, that changes or effects relating to any of the following shall not be considered in determining whether a Material Adverse Effect has occurred: (a) changes in economic or political conditions or the financing, banking, credit, currency or capital markets in general (including changes in interest or exchange rates); (b) changes in Laws or interpretations thereof or changes in accounting requirements or principles (including GAAP) or any other change or effect arising out of or relating to any action or order before a Governmental Entity; (c) changes in operating, business, regulatory or other conditions generally affecting industries, markets or geographical areas in which Seller conducts the Business; (d) any actions by Seller taken pursuant to this Agreement or in connection with the transactions contemplated hereby; (e) conduct by Seller after the date of this Agreement and prior to the Closing (i) not prohibited under Article V, (ii) prohibited under Article V but for which Buyer gave its prior written consent or (iii) prohibited under Article V which, if taken by Seller, would have prevented or mitigated any resulting material adverse effect on the results of operations or financial condition of Seller; (f) any natural disaster or any acts of terrorism, sabotage, military action. armed hostilities or war (whether or not declared) or any escalation, worsening or diminution thereof, whether or not occurring or commenced before or after the date hereof, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case, whether or not involving the United States; or (g) any action required to be taken under any Law by which Seller is bound. For the avoidance of doubt, a “Material Adverse Effect” shall be measured only against past performance of Seller, and not against any forward-looking statements, projections or forecasts of Seller or any other Person.

“Material Contract” shall have the meaning set forth in Section 3.10.

“Other Transaction Documents” shall mean, collectively, the Bill of Sale and Assignment and Assumption Agreement.

“Permitted Liens” shall mean with respect to any Person, (a) Liens for Taxes, special assessments or other governmental charges, not yet due or payable, (b) Liens for Taxes being contested in good faith and for which there are adequate reserves on the financial statements of such Person and (c) statutory Liens, contractual landlord’s Liens, carrier’s Liens, warehouse Liens and other Liens created by operation of Law arising in the ordinary course of business with respect to a Liability that is not yet due or that is being contested in good faith.

6

“Person” shall mean any individual, corporation, partnership, limited liability company, limited partnership, limited liability partnership, firm, joint venture, trust, estate, association, or other entity or organization, including but not limited to, a Governmental Authority.

“Retained Liabilities” shall have the meaning set forth in Section 2.4.

“Sale Transaction” means any of the following: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, following which the holders of Common Stock immediately preceding such transaction or event either (i) no longer hold at least 50% of the Common Stock or (ii) no longer have the ability to elect at least 50% of the members of the board of directors of Buyer; (B) the sale or transfer (other than to a wholly owned subsidiary of Buyer) of all or substantially all of the assets of Buyer; (C) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than Buyer or Jerry Smith or Robert McDermott or a group of which either Jerry Smith or Robert McDermott is a member, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of Buyer’s Common Equity representing more than 50% of the voting power of Buyer’s voting equity securities; or (D) an issuance or a related series of issuances by Buyer, of an aggregate number of shares of Common Stock in excess of 50% of Buyer’s outstanding Common Stock as of the date of such issuance.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Seller” shall have the meaning set forth in the Preamble.

“Seller Confidential Information” shall have the meaning set forth in Section 6.1.

“Seller Deductible” shall have the meaning set forth in Section 8.4.

“Seller Financial Statements” shall have the meaning set forth in Section 3.4.

“Seller’s knowledge”, “knowledge of Seller”, “to the best of Seller’s knowledge” and any and all other similar phrases shall mean the actual knowledge of any of the officers of Seller, or the knowledge that any of the officers of Seller would have had after conducting a reasonable inquiry of all relevant facts and circumstances.

“Stock“ shall have the meaning set forth in Section 2.5.

“Stock Event” means any stock split, stock dividend, reclassification or similar transaction.

7

“Tax” or “Taxes” shall mean all (a) federal, state, local or foreign income, alternative or add-on minimum, gross receipts, escheat, capital, capital gains, ad valorem, profits, privilege, payroll, social, stamp, occupation, value added, environmental, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, withholding, premium or similar taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto, (b) any liability for payment of amounts described in clause (a) payable by reason of Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof) or any analogous or similar provision under law, as a result of successor or transferee liability, or being a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes for any period, or otherwise through operation of law, and (c) any liability for payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement.

“Tax Returns” shall mean any reports, returns, declarations, claims for refund or information return or statement of any kind required to be filed with any Taxing Authority with respect to Taxes.

“Taxing Authority” shall mean any foreign or domestic government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body or other authority exercising any taxing or Tax regulatory authority.

“Third-Party Claim” shall have the meaning set forth in Section 8.5.

Article II
PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, all of Seller’s right, title and interest in and to the assets of Seller used or held for use in the Business, whether real, personal or mixed, tangible or intangible, wherever located, including without limitation, all of Seller’s goodwill (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of any Liens, other than Permitted Liens.

2.2 Excluded Assets. Notwithstanding anything else contained in this Agreement or in any Other Transaction Document, the following assets of Seller shall not be included in the Assets and shall not be sold or acquired pursuant to this Agreement (collectively, the “Excluded Assets”):

(A) the tax, medical and other records relating to the Business to the extent nontransferable to Buyer by Law;

(B) all personal effects, such as personal photographs, books, award certificates, memorabilia, artifacts, mementos, and other similar items of Seller’s stockholders, directors, officers, and employees; and

(C) the contracts, if any, specified on Schedule 2.2

2.3 Assumption of Only Certain Specified Liabilities and Obligations. The only Liabilities and obligations of Seller that Buyer will assume or be obligated to pay, perform or discharge are the following:

(A) any and all claims, suits, actions and Liabilities relating to or affecting the Assets or the Business arising, or occurring during, any period following the Closing, except to the extent such claims, suits, actions and Liabilities are attributable or related in any manner to any breach, default, negligence or other wrongful conduct taken or omitted to be taken by Seller prior to the Closing;

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(B) the obligations of fulfilling the commitments of Seller with respect to any subscription products or services sold by Seller prior to the Closing and existing at the Closing and which have been prepaid to Seller prior to the Closing; and

(C) any and all obligations and Liabilities of Seller under the Contracts included in the Assets.

The Liabilities and obligations assumed by Buyer pursuant to this Section 2.3 are referred to collectively as the “Assumed Liabilities”.

2.4 No Assumption of Any Other Liability or Obligation. Except as set forth in Section 2.3 of this Agreement, Buyer shall not assume or be obligated to pay, perform or discharge when due any Liability or obligation of Seller, whether matured or unmatured, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured, contingent or otherwise. Notwithstanding anything contained in this Agreement to the contrary, other than the Assumed Liabilities, Seller will retain and Buyer will not assume or be obligated to pay, perform or discharge, any Liability or obligation of Seller (the “Retained Liabilities”).

2.5 Consideration. As consideration for the Assets: (i) Buyer will pay to Seller $1,800,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than three days prior to the Closing, and (ii) buyer will issue to Seller 5,000,000 shares of Common Stock of Buyer (the “Stock”), having an agreed upon value for purposes of this Agreement of $500,000, and (iii) Buyer will assume the Assumed Liabilities. Notwithstanding the forgoing, at the Closing, stock certificates for the Stock shall be delivered by Buyer as follows:

(A) a restricted stock certificate for 5,000,000 shares shall be delivered to the Seller within 10 days of Closing, if the closing price on October 24^th, 2021 of the stock is less than $0.10 a share, the Seller has the option of returning the 5,000,000 shares in exchange for $500,000

The consideration paid for the Assets hereunder shall be allocated as reasonably provided by the Seller and each party shall have completed Form 8594, as required under section 1060 of the Internal Revenue Code, using the exact allocation provided by the Seller and related information shall thereupon become binding upon the parties hereto for federal income tax purposes.

2.7 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the office of ICORECONNECT Inc. (or at such other place as the parties may mutually agree) at 5:00 p .m. local time, on April 23, 2021 or on such other date as soon as practicable upon which the parties shall mutually agree (or as postponed as the parties shall mutually agree) (such date, the “Closing Date”). If agreed by the parties, the Closing may occur remotely by exchange of counterpart signatures (including by e-mail or electronic signature) and delivery of the various items required pursuant to Sections 2.7 and 2.8.

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2.8 Deliveries by Seller. At the Closing, Seller shall:

(A) execute and deliver to Buyer the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit A;

(B) deliver to Buyer all Seller’s contracts, books, records and other data (including source codes) relating to the Business and the Assets (except Seller’s minute books and all other records which Seller is required by law to keep in its possession, as to which Seller will furnish to Buyer, at Buyer’s cost, at any time or from time to time after the Closing Date, such copies or transcripts as Buyer shall request);

(C) deliver to Buyer a certificate of Seller Representation and Warranty Certificate in the form attached hereto as Exhibit B; and

(D) deliver to Buyer a Seller Corporate Matters Certificate in the form attached hereto as Exhibit C, together with all of the attachments referred to therein.

2.9 Deliveries by Buyer. At the Closing, Buyer shall:

(A) execute and deliver to Seller the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit A;

(B) deliver to Seller a Buyer Representation and Warranty Certificate in the form attached hereto as Exhibit D;

(C) deliver to Seller a Buyer Corporate Matters Certificate in the form attached hereto as Exhibit E, together with all of the attachments referred to therein;

(D) deliver to Seller $1,800,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than 3 days prior to the Closing; and

2.10 Passage of Title at Closing. At the Closing, assuming due execution of this Agreement and the Other Transaction Documents, title to the Assets shall pass to Buyer. Seller will put Buyer in full, complete and quiet possession and enjoyment of all of the Assets and from and after the Closing the ownership and operation of the Assets and the Business of Seller to be sold to Buyer pursuant to this Agreement shall be for the account and risk of Buyer.

2.11 Assignment of Contracts. Nothing in this Agreement shall be deemed to constitute an assignment or an attempt to assign any Contract to which Seller is a party if the attempted assignment thereof without the consent of the other party to such Contract would constitute a breach thereof or affect in any way the rights of Seller thereunder. If, after Seller has used its commercially reasonable efforts to obtain the consent of any such other party to such Contract, such consent shall not be obtained at or prior to the Closing, or an attempted assignment thereof at the Closing would be ineffective and would affect the rights of Seller thereunder, Seller will reasonably cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any such Contract, including the enforcement, at the cost and for the benefit of Buyer, of any and all rights of Seller against such other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.

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Article III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization; Authorization.

(A) Seller is a corporation duly incorporated and validly existing under the laws of the State of Arizona and has the power and authority to enter into and perform this Agreement, to carry on the Business as now being conducted and to own and operate the properties and assets now owned and being operated by it. Seller has delivered to Buyer complete and correct copies of Seller’s articles of incorporation and bylaws, in each case, as amended. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions set forth in Schedule 3.l(A). Seller is not required to be qualified or licensed to do business as a foreign corporation in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed will not have a Material Adverse Effect. Schedule 3.l(A) sets forth a true and complete list of the names, addresses and titles of the directors and officers of Seller.

(B) The execution and delivery of this Agreement and the Other Transaction Documents by Seller and the performance by Seller of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other corporate action or proceeding on the part of Seller is necessary to authorize this Agreement and the Other Transaction Documents. Upon the due execution and delivery by Buyer, this Agreement and each of the Other Transaction Documents are or will be legal, valid and binding obligations of Seller, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(C) The board of directors of Seller has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby and thereby. Seller has delivered to Buyer true and complete copies, certified by Seller’s President, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the sale of the Assets and the consummation of such other transactions.

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3.2 No Violation. Except as provided in Schedule 3.2 or as would not have a Material Adverse Effect, neither the execution, delivery or performance of this Agreement by Seller nor the consummation by Seller of any of the transactions provided for in this Agreement or contemplated hereby (i) will violate or conflict with Seller’s articles of incorporation or bylaws, (ii) will conflict with or result in any breach of or default under any provision of any Contract of any kind to which Seller is a party or by which Seller is bound or to which any property or asset of Seller is subject, (iii) is prohibited by, or requires Seller to obtain or make any consent, authorization, approval, registration or filing under, any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or Governmental Authority, board, bureau, body, department or authority, or of any other Person, in each case applicable to Seller or any of the Assets or the Business, or (iv) will result in the creation or imposition of any Lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other Person any interest or right (including any right of termination or cancellation) in or with respect to any of the Assets or the Business.

3.3 Subsidiaries and Other Equity Investments. Seller does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership, association or other business organization.

3.4 Financial Statements. Seller has previously delivered to Buyer unaudited financial statements of Seller for the fiscal years ended December 31, 2018, December 31, 2019 and December 31 , 2020 (collectively, the “Seller Financial Statements”). Except as set forth in the notes thereto, and, in the case of the Seller Financial Statements for the twelve month period ended December 31 , 2020, the normal year-end adjustments, the Seller Financial Statements present fairly in all material respects the financial position of Seller as at the respective dates of said balance sheets and the results of the operations and changes in financial position of Seller for the respective periods.

3.5 No Undisclosed Liabilities. Except for the transactions contemplated by, and Liabilities arising under, this Agreement and (i) Liabilities that are reflected, or for which accruals were established, on the Seller Financial Statements, (ii) Liabilities incurred in the ordinary course of business since December 31, 2018, and for the twelve month period ended December 31 , 2020 or (iii) Liabilities otherwise set forth in Schedule 3.5, since December 31, 2018, Seller has not incurred any Liabilities of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due) that are required to be reflected or reserved against in a balance sheet prepared in conformity with GAAP applied on a basis consistent with that used in the preparation of the balance sheet of Seller as at December 31, 2018 referred to in Section 3.4.

3.6 Absence of Certain Changes. Since December 31, 2018 (except (i) for the execution and delivery of this Agreement, (ii) as set forth in Schedule 3.6, and as has not had or would not be reasonably likely to have had a Material Adverse Effect), Seller has not:

(A) suffered any damage, destruction or loss of physical property (whether or not covered by insurance) materially or adversely affecting its condition (financial or otherwise) or operations (present or prospective);

(B) incurred or agreed to incur any indebtedness for borrowed money;

(C) paid or obligated itself to pay in excess of $10,000 in the aggregate for any fixed assets;

(D) suffered any substantial loss or waived any substantial right;

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(E) sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any assets having a fair market value at the time of sale, transfer or disposition of $10,000 or more in the aggregate, or canceled, or agreed to cancel, any debts or claims, other than in the ordinary course of business;

(F) mortgaged, pledged or subjected to any charge, lien, claim or encumbrance, or agreed to mortgage, pledge or subject to any charge, lien, claim or encumbrance, any of its properties or assets;

(G) increased, or agreed to increase, the compensation or bonuses or special compensation of any kind of any of its directors, officers, employees or agents over the rate being paid to them on December 31, 2018, other than normal merit and/or cost-of-living increases pursuant to customary arrangements consistently followed, or adopted or increased any benefit under any insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such director, officer, employee or agent; lost any major customer or had any material order canceled other than in the ordinary course of business;

(H) made or permitted any material amendment or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business;

(I) had any resignation or termination of employment of any of its key officers or employees or knows of any impending or threatened resignation or resignations or termination or terminations of employment that would have a material adverse effect on its operations (present or prospective) or business (present or prospective); or

(J) made any charitable or political contributions or pledges in excess of $500 in the aggregate.

3.7 Title to Properties and Assets. Seller has good and marketable title to the Assets, subject to no Liens, except for Permitted Liens and as set forth in Schedule 3.7.

3.8 Real Property; Real Property Leases. Except as set forth in Schedule 3.8: (i) Seller does not own or lease any real property and (ii) Seller is not a party to any Contract or option to purchase or lease any real property or interest therein.

3.9 Tax Matters.

(A) All federal, state, local and foreign Tax returns required to be filed by Seller with respect to the Assets or the Business have been properly and timely filed (taking into account applicable extensions) with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed, and all Taxes required to be paid with respect to the Assets or the Business, whether or not reflected on any such Tax returns, have been timely paid.

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(B) Schedule 3.9 sets forth for Seller those taxable years for which Tax Returns of Seller related to the Assets or the Business are currently being audited by the Internal Revenue Service (“IRS”).

(C) Except as set forth in Schedule 3.9, Seller has not executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any Taxes related to the Assets.

(D) Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder, member, or other party and complied with all information reporting and backup withholding provisions of applicable Law.

(E) Except as set forth in Schedule 3.9, Seller has no obligation under any written Tax sharing agreement with respect to the Assets or the Business.

3.10 Material Contracts. Except as set forth in Schedule 3.10, Seller is not a party to any of the following Contracts (collectively, the “Material Contracts”):

(A) any Contract with any labor union;

(B) employment or consulting Contract or other Contract for services involving a payment of more than $10,000 annually;

(C) lease, whether as lessee or lessor, with respect to any property, real or personal, involving a payment of more than $10,000 annually;

(D) loan agreement or instrument relating to any indebtedness;

(E) Contract with respect to any subscription, products or services sold by Seller and which have been prepaid to Seller;

(F) Contract of purchase or sale involving more than $10,000;

(G) Contract with any agent, dealer or distributor that is necessary for the continued operation of the Business as currently conducted;

(H) stand-by letter of credit, guarantee or performance bond involving more than $10,000;

(I) Contract restricting the ability of Seller from freely engaging in any business or competing anywhere in the world; or

(J) other Contract, except insubstantial Contracts for supplies or services not involving more than $10,000 and which can be terminated within one year without cost.

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Except as set forth in Schedule 3.10 or as would not have a Material Adverse Effect, Seller is not a party to any Material Contract with any Governmental Authority. Each Material Contract listed in Schedule 3.10 is in full force and effect and is valid and enforceable by Seller in accordance with its terms, except as enforceability may be effected by bankruptcy, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Seller is not in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract, except where such default has not had or would not be reasonably likely to have a Material Adverse Effect. To the best of Seller’s knowledge, no other person is in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract with Seller.

3.11 Litigation. Except as has not had or would not be reasonably likely to have a Material Adverse Effect, or as set forth on Schedule 3.11, there is no claim, legal action, suit, demand letter, arbitration, investigation or pending or possible enforcement action or other legal, administrative, regulatory or other governmental proceeding or hearing (“Litigation”) either at Law or in equity, or before any commission or other Governmental Authority in any state of the United States or in the United States or any foreign jurisdiction, of any kind now pending or, to the best of Seller’s knowledge, threatened or proposed in any manner, involving the Business or the Assets that (i) if asserted and decided adversely to Seller could materially and adversely affect the Business (present or prospective), (ii) questions the validity of this Agreement or any Other Transaction Document or (iii) seeks to delay, prohibit or restrict in any manner any action taken or to be taken by Seller under this Agreement or any Other Transaction Document. Except as set forth in Schedule 3.11, there is no arbitration proceeding pending or, to the knowledge of Seller, threatened in any manner under any collective bargaining agreement or other agreement or otherwise. Neither Seller nor the Business nor any of the Assets is subject to any judicial or administrative judgment, order, decree or restraint.

3.12 Patents and Trademarks. Schedule 3.12 is a complete and correct list of all patents, registered trademarks and registered copyrights used by Seller in connection with the operation of the Business. Except as set forth in Schedule 3.12, (i) Seller does not own any patent relating to any product which it produces or sells or any process used in the manufacture or development of any such product, nor has any license under any patent been issued to it relating to any such product or any such process, and there is no patent which would cover any such product or any such process, (ii) Seller does not own any registered copyright, registered trademark or trade name, nor has any license to use any copyright, trademark or trade name been issued to it and (iii) Seller does not use any registered copyright, registered trademark or trade name in the Business. Each of the patents, registered trademarks and trade names listed in Schedule 3.12 has been validly issued and is owned by Seller, and Seller has the exclusive rights to use all such patents, registered copyrights, registered trademarks and trade names in its business and operations. Except as set forth in Schedule 3.12, Seller does not know of any claim, or any basis of any claim, that Seller has infringed any patent, copyright, trademark, trade name, know-how, trade secret or other proprietary right of any other person. Seller does not know of any potential claim of infringement of any patent, copyright, trademark, trade name, know-how, trade secret or other proprietary right of any other person that has not been asserted but that, if asserted, would have a Material Adverse Effect.

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3.13 Compliance with Laws. To the knowledge of Seller, the operations of the Business are not being conducted in violation of any Law applicable to Seller or the Business or any of the Assets, except for violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Seller is in material compliance with (i) all applicable requirements of all United States and foreign Governmental Authorities with respect to environmental protection, including, without limitation, regulations establishing quality criteria and standards for air, water, land and hazardous materials, (ii) all applicable requirements of the Occupational Safety and Health Act of 1970 within the United States and comparable workplace-safety laws of all other jurisdictions and all rules, regulations and orders thereunder and (iii) all applicable Laws and related rules and regulations of all United States and foreign jurisdictions affecting labor union activities, civil rights or employment, including without limitation, in the United States, the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, the Employee Retirement Income Security Act of 1974, the Equal Pay Act and the National Labor Relations Act.

3.14 Environmental Matters. Seller (i) is and for the past three (3) years has been in compliance in all material respects with all federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees applicable to it or its properties, assets, operations and businesses relating to environmental protection including, without limitation, standards relating to air, water, land and the generation, storage, transportation, treatment or disposal of Hazardous Wastes and Hazardous Substances (as such terms are defined in any applicable state or federal environmental law or regulation) (ii) holds and for the past three (3) years has held all necessary permits and other approvals, including, without limitation, interim status under the Federal Solid Waste Disposal Act, necessary to store, dispose of and otherwise handle Hazardous Wastes and Hazardous Substances and has reported, to the extent required by all federal, state, local and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders and decrees other than immaterial local environmental permits. To the Seller’s knowledge, there has been no release or threatened release of any hazardous substance at, in, on, under or from any real property currently or formerly owned, leased or operated by Seller during the period such property is or was owned, leased or operated by Seller. Seller has not received any written notice, directive, inquiry or request for information, and there is no litigation pending or, to the knowledge of Seller, threatened against Seller alleging that Seller may be in violation of, not in compliance with or liable under any environmental law or in connection with any release or threatened release of Hazardous Substances.

3.15 Governmental Authorizations and Regulations. Schedule 3.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the conduct of the Business. Such licenses, franchises, permits and other governmental authorizations are valid, and Seller has not received any written notice or is otherwise aware that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization.

3.16 Employee Benefit Plans and Arrangements.

(A) Pension Benefit Plans Generally. Seller does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an “employee pension benefit plan,” nor has Seller any obligation to contribute to or accrue or pay any benefit under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any “excess benefit plan” (within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or any non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term “employee pension benefit plan” shall have the same meaning as is given that term in section 3(2) of ERISA. Seller has not sponsored, maintained or contributed to any employee pension benefit plan, nor is Seller required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any of Seller’s employees.

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(B) Stock Option Arrangements. Except as set forth in Schedule 3.16(B), Seller does not sponsor nor has it granted any option under any stock option arrangement for the benefit of any employee or former employee.

(C) Other Employee Benefit Plans and Arrangements. Except as set forth in Schedule 3.16(C), Seller does not sponsor, maintain, support, is otherwise a party to, or has any liability or contingent liability under any plan, program, fund, arrangement or contractual undertaking, whether for the benefit of a single individual or for more than one individual, and whether or not funded, which is in the nature of (i) an employee pension benefit plan, (ii) an employee welfare benefit plan (as defined in section 3(1) of ERISA) or (iii) any incentive or other benefit arrangement for any of its employees, their dependents and/or their beneficiaries.

3.17 Foreign Corrupt Practices Act. Neither Seller nor, to Seller’s knowledge, any director, officer, agent, employee or other person associated with or acting on behalf of Seller has used any corporate funds for any unlawful contribution, gift, entertainment or other expense relating to political activity or made any direct or indirect unlawful payment to any United States or foreign government official or employee from corporate funds or violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or paid or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

3.18 Related Transactions. Except as set forth in Schedule 3.18, Seller is not a party to any Contract in which any director or officer of Seller or any person owning of record or beneficially more than 10% of the outstanding shares of any class of Seller had or has a direct or indirect material interest.

3.19 Certain Disclosures. Schedule 3.19 contains:

(A) a list of all directors, officers and other employees, agents and consultants of Seller whose current annual salary or rate of compensation (including bonus and incentive compensation) is $20,000 or more or to whom Seller has loaned $10,000 or more;

(B) a list of all of the outstanding purchase orders of Seller and on the date hereof in excess of $5,000; and

(C) a list of all of the outstanding sales orders of Seller on the date hereof in excess of $5,000.

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3.20 No Other Representations. In entering into this Agreement, Seller acknowledges that it has not relied on any factual representation or opinion of Buyer or its affiliates or representatives (except the specific representations and warranties of Buyer set forth in Article IV). Seller hereby agrees and acknowledges that (a) other than the representations and warranties explicitly made in Article IV, none of Buyer, its Affiliates or any of their respective stockholders, directors, officers, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity.

Article IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Corporate Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to enter into, execute and deliver this Agreement and the Other Transaction Documents and to perform its obligations and to consummate the transactions contemplated hereby and thereby, to carry on its business as now being conducted and as proposed to be conducted and to own and operate the properties and assets now owned and being operated by it. Buyer delivered to Seller complete and correct copies of Buyer’s amended and restated articles of incorporation and amended and restated by-laws as in effect on the date hereof. Buyer is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions set forth in Schedule 4.1. Buyer is not required to be qualified or licensed to do business as a foreign corporation in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed will not have a material adverse effect on the conduct of its business or the ownership or use of any of its properties or assets. Upon the due execution and delivery by Seller, this Agreement and each of the Other Transaction Documents are or will be legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

4.2 Capitalization; Stock Ownership. The authorized capital stock of Buyer consists of 600,000,000 shares of Common Stock of the par value of $0.001 per share (the “Common Stock”), of which (as of April 23^rd, 2021 ) 112,919,520 shares were issued and outstanding) and 10,000,000 shares of preferred stock of the par value of $0.001 per share, none of which were issued and outstanding. All such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right. Except as set forth in Schedule 4.2, Buyer is not a party to or bound by any contract, agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of Buyer or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of Buyer, and, except for this Agreement and as set forth in Schedule 4.2, there is no outstanding option, warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of Buyer or any other security exercisable or convertible into any capital stock or any other security of Buyer.

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4.3 Subsidiaries and Other Equity Investments. Except and set forth in Schedule 4.3, Buyer does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership, limited liability company, association or other business organization.

4.4 Authorization of Agreement; No Violation. The board of directors of Buyer has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby. Buyer has delivered to Seller true and complete copies, certified by Buyer’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

4.5 Litigation. There is no Litigation before or by any court, public board or Governmental Authority pending or, to the knowledge of Buyer, threatened against or affecting Buyer or its properties, assets or business, or any director or officer of Buyer that, if adversely determined, would reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement and the Other Transaction Documents.

4.6 Financial Statements. Buyer has previously delivered to Seller (i)audited financial statements of Buyer for the fiscal years ended and December 31, 2018 and December 31, 2019 and December 31, 2020 (collectively, the “Buyer Financial Statements”). Except as set forth in the notes thereto, in the case of the Buyer Financial Statements present fairly in all material respects the financial position of Buyer as at the respective dates of said balance sheets and the results of the operations and changes in financial position of Buyer for the respective periods presented in conformity with GAAP.

4.7 Absence of Certain Changes. Since December 31, 2020 (except (i) for the execution and delivery of this Agreement and (ii) as set forth in Schedule 4.7) Buyer has conducted its business in the ordinary course consistent with its prior practices and has not had any material and adverse effect or change in or upon its business or assets.

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4.8 No Other Representations. In entering into this Agreement, Buyer acknowledges that it has not relied on any factual representation or opinion of Seller or its affiliates or representatives (except the specific representations and warranties of Seller set forth in Article III). Buyer hereby agrees and acknowledges that (a) other than the representations and warranties explicitly made in Article III, none of Seller, its Affiliates or any of their respective shareholders, directors, officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity.

Article V
COVENANTS OF SELLER

5.1 Buyer Confidential Information. Except as otherwise agreed to by Buyer in writing, Seller shall, and shall cause its stockholders, directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Seller may share this Agreement and its terms with Seller’s tax, legal or financial advisors, (ii) as necessary to enforce Seller’s rights hereunder or (iii) if Seller is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Seller agrees that at all times from and after the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Buyer Confidential Information. For purposes of this Agreement, “Buyer Confidential Information” means, any and all proprietary or confidential information regarding Buyer or its business or any of its assets or other properties, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Seller, its Affiliates or any of their representatives which violates this Section 5.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.

5.2 Access, Information and Documents. From the date hereof until the Closing, Seller will give to Buyer and to its agents and representatives (including, but not limited to, accountants, lawyers and appraisers) full and complete access during normal working hours to any and all of the properties, assets, books, records and other documents of Seller to enable Buyer to make such examination of the Assets and Business and Seller will furnish to Buyer such information and copies of such documents and records in connection with the Assets and the Business as Buyer shall reasonably request. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of Seller.

5.3 Conduct of Business Pending Closing. From the date hereof until the Closing, except as consented to by Buyer in writing or as contemplated by this Agreement:

(A) Seller will maintain itself at all times as a corporation duly organized, validly existing and in good standing under the laws of Arizona;

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(B) Seller will carry on the Business in the ordinary course of its business as heretofore conducted;

(C) Seller will not declare, authorize or pay any distribution to its shareholders and will not redeem, purchase or otherwise acquire, or agree to redeem purchase or otherwise acquire, any of its shares;

(D) Seller will not pay or obligate itself to pay any compensation, commission or bonus to any director, officer, employee or independent contractor as such, except for the regular compensation and commissions payable to such director, officer, employee or independent contractor at the rate in effect on the date of this Agreement;

(E) Seller will use its commercially reasonable efforts to preserve the Business, to keep available to Buyer the services of its employees and independent contractors and to preserve for Buyer its relationships with suppliers, licensees, distributors and customers and others having business relationships with it;

(F) Seller will not, or obligate itself to, sell or otherwise dispose of or pledge or otherwise encumber, any of the Assets and Seller will maintain the Assets in commercially reasonable operating condition and repair, subject only to ordinary wear and tear; and

(G) Without limiting the foregoing, Seller will consult with Buyer regarding all significant developments, transactions and proposals relating to the Business or the Assets.

5.4 Consents and Approvals. Seller shall use all commercially reasonable efforts to obtain prior to the Closing all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or Governmental Authority, board, bureau, body, department or authority or of any other Person required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Article VI
COVENANTS OF BUYER

6.1 Seller Confidential Information. Except as otherwise agreed to by Seller in writing, Buyer shall, and shall cause its directors, officers, consultants, advisors, agents, employees and representatives to, treat the existence of and the terms of this Agreement as strictly confidential except (i) Buyer may disclose this Agreement and its terms to Buyer’s tax, legal or financial advisors, (ii) as necessary to enforce Buyer’s rights hereunder or (iii) if Buyer is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Buyer agrees that at all times from and after the date hereof until the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Seller Confidential Information. For purposes of this Agreement, “Seller Confidential Information” means, any and all proprietary or confidential information regarding Seller or the Assets or the Business, including, without limitation, know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Buyer, its Affiliates or any of their representatives which violates this Section 6.1), or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.

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6.2 Consents and Approvals. Buyer shall use commercially reasonable efforts to obtain prior to Closing all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or Governmental Authority, board, bureau, body, department or authority or of any other person required to be obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

6.3 Access to Records. For a period of six (6) years after the Closing Date, Buyer shall afford Seller and its representative’s reasonable access to all the books and records relating solely to the Assets or the Business that Buyer acquires from Seller for matters related to the preparation of Seller’s Tax Returns, a Tax investigation or audit of Seller. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of Buyer. Seller shall be responsible for any costs and expenses incurred by Buyer in retrieving and copying such books and records at Seller’s request. However, if Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall, prior to such disposition, give thirty (30) Business Days’ notice to Seller, and Seller shall have the right at its option and expense to segregate and remove such books and records as Seller may select from those Buyer desires to dispose of within twenty (20) Business Days after receipt of such notice.

Article VII
CONDITIONS TO CLOSING AND TERMINATION

7.1 Conditions Precedent to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment or waiver, at or prior to or at the Closing, of all of the following conditions:

(A) Buyer’s Performance. The representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except (i) as contemplated by this Agreement and (ii) to the extent, if any, Seller shall waive the same); and Buyer shall have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be performed and complied with by Buyer at or before the Closing.

(B) Consents. Seller shall have obtained all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or governmental agency, board, bureau, body, department or authority or of any other person required to be obtained by Seller, as the case may be, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

(C) Deliveries. Buyer shall have delivered those documents and other deliverables set forth in Section 2.9.

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7.2 Conditions Precedent to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated hereby is subject to the fulfillment or waiver, at or prior to or at the Closing, of all of the following conditions:

(A) Seller’s Performance. The representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time (except (i) as contemplated by this Agreement and (ii) to the extent, if any, Buyer shall waive the same); and Seller shall have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be performed and complied with by Seller at or before the Closing.

(B) Consents. Buyer shall have obtained all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or governmental agency, board, bureau, body, department or authority or of any other person required to be obtained by Buyer, as the case may be, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

(C) Deliveries. Seller shall have delivered those documents and other deliverables set forth in Section 2.8.

7.3 Mutual Conditions Precedent to Obligations. The mutual obligations of Seller and Buyer under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions:

(A) No Legal Obstruction. No Law shall have been enacted, no suit, action or proceeding by any third party or Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing and no order, judgment, injunction, decree or settlement shall have been entered in any such suit, action or proceeding that would have the effect, if adversely determined in the case of any suit, action or proceeding, of (i) making any of the transactions contemplated by this Agreement or the Other Transaction Documents illegal, (ii) otherwise prohibiting or enjoining the consummation of such transactions or (iii) imposing limitations on such transactions and/or the ability of any party hereto to perform its obligations hereunder or under any Other Transaction Document.

(B) Governmental Authorities’ Approvals and Filings. All consents, approvals, orders and authorizations of, and filings, registrations, qualifications, designations and declarations with, any Governmental Authorities required to consummate the transactions contemplated hereby and by each of the Other Transaction Documents, including under all applicable securities Laws, shall have been made and/or obtained, as applicable.

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7.4 Termination by Buyer. Buyer may, without liability to Buyer, terminate this Agreement by notice to Seller (i) at any time prior to the Closing if material default shall be made by Seller in the observance or in the due and timely performance of any of the terms hereof to be performed by Seller that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.2 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.

7.5 Termination by Seller. Seller may, without liability to Seller, terminate this Agreement by notice to Buyer (i) at any time prior to the Closing if material default shall be made by Buyer in the observance or in the due and timely performance of any of the terms hereof to be performed by Buyer that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.1 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.

7.6 Effect of Termination. If this Agreement is terminated, this Agreement (except for Section 5.1, Section 6.1, this Section 7.6 and Article IX), shall no longer be of any force or effect and there shall be no liability on the part of any party or its respective directors, officers, or shareholders. If this Agreement shall be terminated, each party will (i) redeliver all documents, work papers and other materials of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, to the party furnishing the same, and (ii) destroy all documents, work papers and other materials developed by its accountants, agents and employees in connection with the transactions contemplated hereby which embody proprietary information or trade secrets furnished by any party hereto or deliver such documents, work papers and other materials to the party furnishing the same or excise such information or secrets therefrom and all information received by any party hereto with respect to the business of any other party (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any governmental authority) shall not at any time be used for personal advantage or disclosed by such party to any third person to the detriment of the party furnishing such information.

Article VIII
INDEMNIFICATION

8.1 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties made by Seller or Buyer in this Agreement shall survive the Closing for a period of only twelve (12) months from the Closing Date, at which time such representations and warranties shall expire. None of the covenants or other agreements contained in this Agreement shall survive the Closing other than those by which their terms contemplate performance after the Closing, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.

8.2 Indemnification by Seller. Subject to the limitations and other provisions contained in this Article VIII including, without limitation, Section 8.4, Seller will indemnify and hold harmless Buyer against any and all Damages incurred by Buyer arising from:

(A) any failure by Seller to perform any covenant or other obligation of Seller contained in this Agreement;

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(B) any breach of any representation or warranty of Seller contained in Article III of this Agreement; or

(C) any failure of Seller to pay, perform or discharge any of the Retained Liabilities in accordance with the terms thereof.

8.3 Indemnification by Buyer. Subject to the limitations and other provisions contained in this Article VIII including, without limitation, Section 8.4, Buyer will indemnify and hold harmless Seller against any and all Damages incurred by Seller arising from:

(A) any failure by Buyer to perform any covenant or other obligation of Buyer contained in this Agreement;

(B) any breach of any representation or warranty of Buyer contained in Article IV of this Agreement; or

(C) any Assumed Liability.

8.4 Limitations on Indemnification. The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted is referred as the “Indemnifying Party”. The indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations:

(A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25,000 (the “Deductible”) and, thereafter, the Indemnified Party shall only be entitled to payment for, and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8.4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or4.6 .

(B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2(B) or Section 8.3(B), as the case may be, shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4(B) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7, 4.1, 4.2, 4.4, or 4.6 .

(C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

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(D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

8.5 Third Party Claims.

(A) The Indemnified Party shall give prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim”) in respect of which indemnity may be sought under this Agreement. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

(B) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Section 8.5, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.

(C) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim (including the right to settle any Third-Party Claim) in accordance with the provisions of this Section 8.5 (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party.

(D) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

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8.6 Direct Claims. In the event the Indemnified Party has a claim for indemnity under this Article VIII against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If, within the 30-day period following receipt of a claim notice, the Indemnifying Party provides written notice that the Indemnifying Party disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 9.8.

8.7 Exclusive Remedies. Subject to Section 9.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions in this Article VIII. Nothing in this Section 8.7 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 9.13 or to seek any remedy on account of fraud by any party hereto.

Article IX
MISCELLANEOUS

9.1 Further Assurances. Following the Closing, each party hereto agrees that it shall, and shall cause its Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Other Transaction Documents.

9.2 Expenses. W hether or not the Closing is consummated, each of the parties will pay all of its own legal and accounting fees and other expenses incurred in the preparation of this Agreement and the performance of the terms and provisions of this Agreement.

9.3 Waiver. The parties hereto may by written agreement (i) extend the time for or waive or modify the performance of any of the obligations or other acts of the parties hereto or (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement.

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9.4 Notices. All notices, requests or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered (a) on the date of delivery if delivered personally or, upon confirmation, (b) on the third Business Day following the date of dispatch if delivered by an internationally recognized next-day courier service, or (c) on the tenth Business Day following the date of mailing if delivered by registered mail, first-class postage paid,

If to Seller, to:

Heyns Unlimited, LLC.
14415 North 73^rd Street

Suite 104

Scottsdale, AZ 85260
Attn: Leon Heyns, President

If to Buyer. to:

ICORECONNECT Inc.
13506 Summerport Parkway, Suite 160
Windermere, Florida 34786
Attention: Robert McDermott, President and Chief Executive Officer

9.5 Entire Agreement. This Agreement, the Exhibits hereto and the Other Transaction Documents embody the entire agreement among the parties and there have been and are no agreements, representations or warranties, oral or written among the parties other than those set forth or provided for herein or therein. This Agreement may not be modified or changed, in whole or in part, except by a supplemental agreement signed by each of the parties hereto.

9.6 Rights Under this Agreement. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but shall not be assignable by any party without the prior written consent of the other party. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to agreements made and to be performed in the State of Florida and shall be construed without regard to any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted.

9.8 Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Middle District of Florida or any Florida State court, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Florida, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

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9.9 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9.

9.10 Invalid Provisions. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable in a final, unappealable order or judgment (each such provision, an “invalid provision”), then such provision shall be severed from this Agreement and shall be inoperative, and the parties promptly shall negotiate in good faith a lawful, valid and enforceable provision that is as similar to the invalid provision as may be possible and that preserves the original intentions and economic positions of the parties as set forth herein to the maximum extent feasible, while the remaining provisions of this Agreement shall remain binding on the parties hereto. Without limiting the generality of the foregoing sentence, in the event a change in any applicable Law, makes it unlawful for a party to comply with any of its obligations hereunder, the parties shall negotiate in good faith a modification to such obligation to the extent necessary to comply with such Law, that is as similar in terms to the original obligation as may be possible while preserving the original intentions and economic positions of the parties as set forth herein to the maximum extent feasible.

9.11 Headings; References to Sections, Exhibits and Schedules. The headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for convenience and reference and shall not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement. The references herein to Sections, Exhibits and Schedules, unless otherwise indicated, are references to sections of and exhibits and schedules to this Agreement.

9.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a mutually executed counterpart to this Agreement.

9.13 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to any and all available equitable relief (including, without limitation, specific performance of the terms hereof).

9.14 Non-recourse. This Agreement may only be enforced against, and any claim, action, suit other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto or any Affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

ICORECONNECT INC.
By:
	Robert McDermott
	President and Chief Executive Officer
HEYNS UNLIMITED, LLC.
By:
	Leon Heyns
	President

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EXHIBIT A

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of April 23^rd, 2021, is entered into by and between ICORECONNECT INC., a Nevada corporation (“Buyer”), and HEYNS UNLIMITED, LLC., an Arizona corporation (“Seller”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Asset Purchase Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of ___ (the “Asset Purchase Agreement”), by and between Seller and Buyer (i) Seller has agreed to sell, assign, transfer, convey and deliver to Buyer the Assets, free and clear of all Liens, other than Permitted Liens, and (ii) Seller has agreed to assign, and Buyer has agreed to assume the Assumed Liabilities (and no others).

NOW, THEREFORE, pursuant to the Asset Purchase Agreement, and in consideration of the above premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(1)  Assignment; Bill of Sale. 

(a)

Pursuant to the Asset Purchase Agreement, Seller does hereby irrevocably and unconditionally sell, assign, convey, transfer and deliver to Buyer, for itself and its successors and assigns forever, all of Seller’s right, title and interest in and to the Assets, free and clear of all Liens (other than Permitted Liens), as of the date hereof, to have and to hold the same and each and all thereof unto Buyer, for itself and its successors and assigns forever, to its and their own use and benefit forever.

(b)

Notice of the assignment under this Assignment may be given at the option of either Buyer or Seller to any party to any Contract or to such party’s duly authorized agents.

(2) Acceptance and Assumption. Buyer does hereby irrevocably and unconditionally (i) purchase and accept from Seller all of Seller’s right, title, and interest in and to the Assets as of the date hereof, to have and to hold the same and each and all thereof unto Buyer, for itself and its successors and assigns forever, to its and their own use and benefit forever and (ii) assume the Assumed Liabilities (and no others) and agrees to discharge and perform such Assumed Liabilities as they come due on the terms and subject to the conditions set forth in the Asset Purchase Agreement. Notwithstanding anything in this Assignment to the contrary, Buyer shall not assume nor be deemed to have assumed any Retained Liabilities or any Liabilities other than the Assumed Liabilities. The assumption by Buyer of any Assumed Liabilities shall not enlarge the rights of any third party with respect to any Assumed Liabilities nor shall it prevent Buyer from contesting or disputing any such Assumed Liability.

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(3) Governing Law. The validity, interpretation and effect of this Assignment shall be governed by, and construed in accordance with, the laws of the State of Florida without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

(4) Titles and Headings. The titles, captions and headings in this Assignment are for reference purposes only and shall not in any way define, limit, extend or describe the scope of this Assignment or otherwise affect the meaning or interpretation of this Assignment.

(5) Asset Purchase Agreement Controlling. Notwithstanding any other provisions of this Assignment to the contrary, nothing contained herein shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge, diminish, limit or in any way affect the provisions, including warranties, covenants, agreements, conditions, representations or, in general, any of the rights and remedies, or any of the obligations, of Seller or Buyer set forth in the Asset Purchase Agreement. This Assignment is subject to and controlled by the terms of the Asset Purchase Agreement.

(6) Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns and nothing herein is intended or shall be construed to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights, remedies or claims under, or by any reason of, this Assignment or any term, covenant or condition hereof.

(7) Counterparts. This Assignment may be executed in one or more counterparts for the convenience of the parties hereto, each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or other electronic transmission shall be effective as delivery of a mutually executed counterpart to this Assignment.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment to be executed by its duly authorized officer(s) as of the day and year first above written.

ICORECONNECT INC.
By:
	Robert McDermott
	President and Chief Executive Officer
HEYNS UNLIMITED, LLC.
By:
	Leon Heyns
	President

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EXHIBIT B

HEYNS UNLIMITED, LLC.

SELLER REPRESENTATION AND WARRANTY CERTIFICATE

This Certificate is being executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of April 23rd, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT INC., a Nevada corporation (“Buyer”), and HEYNS UNLIMITED, LLC. , an Arizona corporation (“Seller”). The undersigned duly authorized officer of Seller does hereby certify, for and on behalf of Seller and in its name, that:

(a) All representations and warranties by Seller contained in the Asset Purchase Agreement are true and correct in all material respects at and as of the date hereof as though such representations and warranties were made at and as of the date hereof (except as contemplated by the Asset Purchase Agreement).

(b) Seller has performed and complied in all material respects with all the terms, provisions and conditions of the Asset Purchase Agreement to be performed and complied with by Seller at or before the date hereof.

IN WITNESS WHEREOF, Seller has executed this Certificate as of this ______ day of __________ 2021.

HEYNS UNLIMITED, LLC.
By:
	Leon Heyns
	President

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EXHIBIT C

HEYNS UNLIMITED, LLC.

SELLER CORPORATE MATTERS CERTIFICATE

Leon Heyns, President of HEYNS UNLIMITED, LLC., an Arizona corporation (“Seller”), hereby certifies, pursuant to that certain Asset Purchase Agreement, dated as of April 23rd, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT Inc. and Seller, for and on behalf of Seller and in its name, that:

a) Attached hereto as Exhibit A is a full, true and correct copy of the Articles of Incorporation of Seller, as amended, certified by the Secretary of State of the State of Arizona on ________, 2021;

b) No proceeding for the amendment of the Articles of Incorporation of Seller referred to above has been taken or is pending;

c) No proceeding for the merger, consolidation, sale of assets and business (except as contemplated by the Asset Purchase Agreement) or dissolution of Seller (except as contemplated by the Asset Purchase Agreement) has been taken or is pending;

d) Attached hereto as Exhibit B is a full, true and correct copy of the By-Laws, as amended, of Seller as in full force and effect on ___, 2021 and at all times thereafter to and including the date hereof;

e) Attached hereto as Exhibit C is a full, true and correct copy of certain resolutions duly adopted by the Board of Directors of Seller on ________, 2021; and said resolutions have not been amended or revoked and are in full force and effect as of the date hereof;

f) The persons named below are and at all times since ___, 2021 have been duly elected and qualified incumbents of the respective offices of Seller set forth at the left of their respective names, and the signatures at the right of said names, respectively, are the genuine signatures of said officers:

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Specimen Signature

Title:	Name:
President	Leon Heyns ___________________________

IN WITNESS WHEREOF, I have hereunto signed this Certificate as of this _______ day of ___, 2021.

Leon Heyns

President

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EXHIBIT D

ICORECONNECT INC

BUYER REPRESENTATION AND WARRANTY CERTIFICATE

This Certificate is being executed and delivered pursuant to that certain Asset Purchase Agreement, dated as of April 23rd, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT INC., a Nevada corporation (“Buyer”), and HEYNS UNLIMITED, LLC., an Arizona corporation (“Seller”). The undersigned duly authorized officer of Buyer does hereby certify, for and on behalf of Buyer and in its name, that:

(a) All representations and warranties by Buyer contained in the Asset Purchase Agreement are true and correct in all material respects at and as of the date hereof as though such representations and warranties were made at and as of the date hereof (except as contemplated by the Asset Purchase Agreement).

(b) Buyer has performed and complied in all material respects with all the terms, provisions and conditions of the Asset Purchase Agreement to be performed and complied with by Buyer at or before the date hereof.

IN WITNESS WHEREOF, Buyer has executed this Certificate as of this ________ day of ___, 2021.

ICORECONNECT INC.

Robert McDermott

President and Chief Executive Officer

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EXHIBIT E

ICORECONNECT INC

BUYER CORPORATE MATTERS CERTIFICATE

Alyse Fidanza, Secretary of ICORECONNECT INC., a Nevada corporation (“Buyer”), hereby certifies, pursuant to that certain Asset Purchase Agreement, dated as of April 23rd, 2021 (the “Asset Purchase Agreement”) by and between Buyer and HEYNS UNLIMITED, LLC. , a Arizona corporation, for and on behalf of Buyer and in its name, that:

(a) Attached hereto as Exhibit A is a full, true and correct copy of the Amended and Restated Articles of Incorporation of Buyer, certified by the Secretary of State of the State of Nevada on ___________, 2017;

(b) No proceeding for the amendment of the Amended and Restated Articles of Incorporation of Buyer referred to above has been taken or is pending;

(c) No proceeding for the merger, consolidation, sale of assets and business or dissolution of Buyer has been taken or is pending;

(d) Attached hereto as Exhibit B is a full, true and correct copy of the Amended and Restated By-Laws of Buyer as in full force and effect on ___ and at all times thereafter to and including the date hereof;

(e) Attached hereto as Exhibit C is a full, true and correct copy of certain resolutions duly adopted by the Board of Directors of Buyer on _____, 2021 and said resolutions have not been amended or revoked and are in full force and effect as of the date hereof;

(f) The persons named below are and at all times since ___, 2021 have been duly elected and qualified incumbents of the respective offices of Buyer set forth at the left of their respective names, and the signatures at the right of said names, respectively, are the genuine signatures of said officers:

		Specimen Signature
President and Chief Executive Officer	Robert McDermott
Secretary	Alyse Fidanza

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IN WITNESS WHEREOF, I have hereunto signed this Certificate as of this _____ day of ___, 2021.

Alyse Fidanza

Secretary

Robert McDermott, President and Chief Executive Officer, hereby certifies that Alyse Fidanza is and at all times since ___, 2021 has been the duly elected Secretary of Buyer and that the signature above at the right of her name is her genuine signature.

Robert McDermott

President and Chief Executive Officer

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EX-2.6

 EXHIBIT 2.6

ASSET PURCHASE AGREEMENT

DATED AS OF MAY 31st, 2021.

BETWEEN

ICORECONNECT, INC.

AND

BCS TECH CENTER, INC.

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INDEX

ARTICLE I	DEFINITIONS	4
1.1	Definitions	4
ARTICLE II	PURCHASE AN1) SAI.,E OF ASSETS	8
2.1	Purchase and Sale	8
2.2	Excluded Assets	8
2.3	Assumption of Only Certain Specified Liabilities and Obligations	8
2.4	No Assumption of Any Other Liability or Obligation.	9
2.5	Consideration	9
2.7	Closing	9
2.8	Deliveries by Seller	10
2.9	Deliveries by Buyer	10
2.10	Passage of Title at Closing	10
2.11	Assignment of Contracts	10
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF SELLER	11
3.1	Organization; Authorization	11
3.2	No Violation	11
3.3	Subsidiaries and Other Equity Investments	12
3.4	Financial Statements	12
3.5	No Undisclosed Liabilities	12
3.6	Absence of Certain Changes	12
3.7	Title to Properties and Assets	13
3.8	Real Property; Real Property Leases	13
3.9	Tax Matters	13
3.10	Material Contracts	14
3.11	Litigation	15
3.12	Patents and Trademarks	15
3.13	Compliance with Laws	16
3.14	Environmental Matters	16
3.15	Governmental Authorizations and Regulations	16
3.16	Employee Benefit Plans and Arrangements	16
3.17	Foreign Corrupt Practices Act	17
3.18	Related Transactions	17
3.19	Certain Disclosures	17
3.20	No Other Representations	17
		17
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF BUYER	18
4.1	Corporate Organization	18
4.2	Capitalization: Stock Ownership	18
4.3	Subsidiaries and Other Equity Investments	18
4.4	Authorization of Agreement; No Violation	19
4.5	Litigation.	19
4.6	Financial Statements	19
4.7	Absence of Certain Changes	19
4.8	No Other Representations

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ARTICLE V	COVENANTS OF SELLER	20
5.1	Buyer Confidential Information	20
5.2	Access, Information and Documents	20
5.3	Conduct of Business Pending Closing	20
5.4	Consents and Approvals	21
ARTICLE VI	COVENANTS OF BUYER	21
6.1	Seller Confidential Information	21
6.2	Consents and Approvals	22
6.3	Access to Records	22
ARTICLE VII	CONDITIONS TO CLOSING AND TERMINATION	22
7.1	Conditions Precedent to Seller's Obligations	22
7.2	Conditions Precedent to Buyer's Obligations	23
7.3	Mutual Conditions Precedent to Obligations	23
7.4	Termination by Buyer	23
7.5	Termination by Seller	24
7.6	Effect of Termination	24
AR.TICLE VIII	INDEMNIFICATION	24
8.1	Survival	24
8.2	Indemnification by Seller	24
8.3	Indemnification by Buyer	25
8.4	Limitations on Indemnification	25
8.5	Third Party Claims	26
8.6	Direct Claims	27
8.7	Exclusive Remedies.	27
ARTICLE IX	MISCELLANEOUS	27
9.1	Further Assurances	27
9.2	Expenses	27
9.3	Waiver	27
9.4	Notices	27
9.5	Entire Agreement	28
9.6	Rights Under this Agreement	28
9.7	Governing Law	28
9.8	Jurisdiction	28
9.9	Waiver of Jury Trial	29
9.10	Invalid Provisions	29
9.11	Headings; References to Sections, Exhibits and Schedules	29
9.12	Counterparts	29
9.13	Specific Performance	29
9.14	Non-recourse.	29

Acknowledgement and Signatures Exhibits
A	Bill of Sale and Assignment and Assumption Agreement
B	Seller Representation and Warranty Certificate
C	Seller Corporate Matters Certificate
D	Buyer Representation and Warranty Certificate
E	Buyer Corporate Matters Certificate

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this Agreement”) is dated as of this 31st day of May, 2021 between ICORECONNECT INC., a Nevada corporation (‘·Buyer;. and BCS TECH CENTER, INC., an Arizona corporation (‘‘Seller”).

WHEREAS, Seller is engaged in the business of providing managed IT services and software development to various sized businesses (the “Business”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, substantially all of the properties and assets of Seller used in the Business, an upon the terms and conditions hereinafter set forth; and

WHEREAS, Buyer desires to assume from Seller certain of the liabilities of Seller (as and only to the extent specifically described herein).

NOW, THEREFORE, the parties hereto agree as follows:

Article I

DEFINITIONS

1.1 Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

“Affiliate” shall mean, with respect to a specified Person, any other Person who> directly or indirectly, controls. is controlled by. or is under common control with such specified Person. As used in this definition. the term ‘“control” means the possession; directly or indirectly. of the power to direct or cause the direction of the management and policies of a Person; whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble.

‘‘Assets’ shall have the meaning set forth in Section 2.1.

‘ Assumed Liabilities’ shall have the meaning set forth in Section 2.3.

‘“Bill of Sale and Assignment and Assumption Agreement’’ shall mean an agreement by and between Buyer and Seller in the form attached hereto as Exhibit A .

-Business” shall have the meaning set forth in the Recitals.

“Business Day” shall mean a day (other than a Saturday or Sunday) on which commercial banks in New York New York are required or permitted to open.

“Buyer’’ shall have the meaning set forth in the Preamble.

“Buyer Confidential Information” shall have the meaning set forth in Section 5.1.

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Buyer Financial Statements” shall have the meaning set forth in Section 4.6.

‘‘Closing” shall have the meaning set forth in Section 2.7 .

‘‘Closing Date:” shall have the meaning set forth in Section 2.7

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Contracts” shall mean all written or oral (but only to the extent enforceable) leases, licenses, contracts, agreements, indentures, promissory notes, guarantees, arrangements, commitments and understandings of any kind, and all amendments to any of the foregoing.

“Damages’’ shall mean losses. obligations, Liabilities settlement payments. awards, judgments, fines penalties, damages, deficiencies, Taxes and reasonable expenses and costs, including reasonable attorneys’ and experts’ fees and court costs. “Damages” shall not include any consequential, indirect. punitive or special damages, lost profits, or any damages calculated on the basis of any multiple.

‘“Deductible” shall have the meaning set forth in Section 8.4.

“Drop Dead Date” shall mean April 30 , 2021

“Eligible Market” means the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market. the New York Stock Exchange, the NYSE American, the OTC Bulletin Board, OTCQX Market, OTCQB Market or in the “pink sheets” published by the Pink OTC Market. Inc. in each case, any successor thereto.

“ERISA” shall have the meaning set forth in Section 3.16(A}.

“Exchange Act’’ means the Securities Exchange Act of 1934, as amended.

‘Excluded Assets” shall have the meaning set forth in Section 2.2.

“GAAP” shall mean generally accepted accounting principles in the United States of America. consistently applied.

“Governmental Authority” shall mean any supranational, U.S. or non-U.S. federal, state. local, municipal, county or other governmental, quasi-governmental, administrative or regulatory or self-regulatory authority, body, agency, court, tribunal, commission or other similar entity (including any branch, department, agency or political subdivision thereof).

“Indemnified Party” shall have the meaning set forth in Section 8.4.

“Indemnifying Party” shall have the meaning set forth in Section 8.4.

“IRS” shall have the meaning set forth in Section 3.9.

“Law” shall mean any constitution, treaty, law, statute, code, ordinance. regulation. rule, or injunction of any Governmental Authority.

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“Liabilities” shall mean any and all debts, liabilities and obligations, of any kind or nature, including those arising under common law statute (or other Law), contract or otherwise, whether accrued or fixed, absolute or contingent, matured or unmatured, or determined or determinable.

“Lien” shall mean any mortgage, pledge, security interest. lien, adverse claim, levy, charge, or similar encumbrance.

“Litigation” shall have the meaning set forth in Section 3.1I.

“Material Adverse E:frect” means a material and adverse effect or change, in or upon, (i) the Business or the Assets or (ii) the ability of Seller to perform any of its obligations under this Agreement or, the Other Transaction Documents or to consummate the transactions contemplated by this Agreement or the Other Transaction Documents; provided that changes or effects relating to any of the following shall not be considered in determining whether a Material Adverse Effect has occurred: (a) changes in economic or political conditions or the financing, banking, credit, currency or capital markets in general (including changes in interest or exchange rates); (b) changes in Laws or interpretations thereof or changes in accounting requirements or principles (including GAAP) or any other change or effect arising out of or relating to any action or order before a Governmental Entity; (c) changes in operating, business. regulatory or other conditions generally affecting industries. markets or geographical areas in which Seller conducts the Business; (d) any actions by Seller taken pursuant to this Agreement or in connection with the transactions contemplated hereby; (e) conduct by Seller after the date of this Agreement and prior to the Closing (i) not prohibited under Article V, (ii) prohibited under Article V but for which Buyer gave its prior written consent or (iii) prohibited under Article V which, if taken by Seller would have prevented or mitigated any resulting material adverse effect on the results of operations or financial condition of Seller; (t) any natural disaster or any acts of terrorism, sabotage, military action. armed hostilities or war (whether or not declared) or any escalation, worsening or diminution thereof, whether or not occurring or commenced before or after the date hereof, political instability or other national or international calamity$ crisis or emergency, or any governmental or other response to any of the foregoing. in each case, whether or not involving the United States; or (g) any action required to be taken under any Law by which Seller is bound. For the avoidance of doubt, a “Material Adverse Effect” shall be measured only against past performance of Seller, and not against any forward-looking statements, projections or forecasts of Seller or any other Person.

“Material Contract” shall have the meaning set forth in Section 3.10.

“Other Transaction Documents” sha11 mean, collectively, the Bill of Sale and Assignment and Assumption Agreement.

‘(Permitted Liens’ shall mean with respect to any Person, (a) Liens for Taxes, special assessments or other governmental charges. not yet due or payable, (b) Liens for Taxes being contested in good faith and for which there are adequate reserves on the financial statements of such Person and (c) statutory Liens, contractual landlord’s Liens, carrier’s Liens, warehouse Liens and 0th.er Liens created by operation of Law arising in the ordinary course of business with respect to a Liability that is not yet due or that is being contested in good faith.

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“Person” shall mean any individual, corporation, partnership limited liability company, limited partnership. limited liability partnership, firm, joint venture, trust, estate. association, or other entity or organization, including but not limited to, a Governmental Authority.

“Retained Liabilities” shall have the meaning set forth in Section 2.4.

“Sale Transaction” means any of the following: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization. business combination or other similar event, following which the holders of Common Stock immediately preceding such transaction or event either (i) no longer hold at least 50% of the Common Stock or (ii) no longer have the ability to elect at least 50% of the members of the board of directors of Buyer; (B) the sale or transfer (other than to a wholly owned subsidiary of Buyer) of all or substantially all of the assets of Buyer; (q a (4 person “or ‘group ‘ within the meaning of Section 13(d) of the Exchange Act, other than Buyer or Jerry Smith or Robert McDermott or a group of which either Jerry Smith or Robert McDermott is a member, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direc.t or indirect “beneficial owner” as defined in Rule 13d :3 under1he Exchange Act of Buyer’s Common Equity representing more than 50% of the voting power of Buyer’s voting equity securities; or {D) an issuance or a related series of issuances by Buyer of an aggregate number of shares of Common Stock in excess of 50% of Buyer’s outstanding Common Stock as of the date of such issuance.

‘“Securities Act” shall mean the U.S.Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Seller” shall have the meaning set forth in the Preamble.

“Seller Confidential Information” shall have the meaning set forth in Section 6.1. “Seller Deductible” shall have the meaning set forth in Section 8.4.

“Seller Financial Statements’’ shall have the meaning set forth in Section 3.4.

“Seller’s knowledge”, “knowledge of Seller’\ “to 1he best of Seller’s knowledge” and any and all other similar phrases shall mean the actual knowledge of any of the officers of Seller, or the knowledge that any of the officers of Seller would have had after conducting a reasonable inquiry of all relevant facts and circumstances.

‘“Stock” shall have the meaning set forth in Section 2.5.

“Stock Event” means any stock split,. stock dividend, reclassification or similar transaction.

“Tax;’ or “Taxes” shall mean all (a) federal, state, local or foreign income, alternative or add-on minim gross receipts, escheat, capital, capital gains, ad valorem, profits, privilege, payroll, social, stamp, occupation, value add environmental, windfall profits, severance, property, production. sales, use license excise, franchise, employment. withholding, premium or similar taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto (b) any liabilityfor payment of amounts described in clause (a) payable by reason of Treasury Regulation Section l.1502-6(a} (or any predecessor or successor thereof) or any analogous or similar provision under law, as a result of successor or transferee liability, or being a member of an affiliated, combined, consolidated or unitary Tax group for Tax purposes for any period, or otherwise through operation of law, and (c) any liability for payment of amounts described in clauses (a) or (b} as a result of any tax sharing, tax indemnity or tax allocation agreement.

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“Tax Returns” shall mean any reports returns, declarations, claims for refund or information return or statement of any kind required to be filed with any Taxing Authority with respect to Taxes.

“Taxing Authority” shall mean any foreign or domestic government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body or other authority exercising any taxing or Tax regulatory authority.

“Third-Party Claim” shall have the meaning set forth in Section 8.5.

Article II

PURCHASE AND SALE OF ASSETS

2.1 Purchase and Sale. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase, all of Seller’s right, title and interest in and to the assets of Seller used or held for use in the Business, whether real, personal or mixed, tangible or intangible, wherever located, including without limitation, all of Seller’s goodwill (collectively, the ‘‘Assets”), but excluding the Excluded Assets, free and clear of any Liens, other than Permitted Liens.

2.2 Excluded Assets. Notwithstanding anything else contained in this Agreement or in any Other Transaction Document, the following assets of Seller shall not be included in the Assets and shall not be sold or acquired pursuant to this Agreement (collectively, the “Excluded Assets”):

(A) the tax, medical and other records relating to the Business to the extent nontransferable to Buyer by Law;

(B) a personal effect such as personal photographs, books, award certificates. memorabilia, artifacts, mementos, and other similar items of Seller’s stockholders, directors, officers, and employees; and

(C) the contracts, if any, specified on Schedule 2.2

2.3 Assumption of Only Certain Specified Liabilities and Obligations. The only Liabilities and obligations of Seller that Buyer will assume or be obligated to pay, perform or discharge are the following:

(A) any and all claims, suits, actions and Liabilities relating to or affecting the Assets or the Business arising, or occurring during, any period following the Closing, except to the extent such claims, suits, actions and Liabilities are attributable or related in any manner to any breach, defaul½ negligence or other wrongful conduct taken or omitted to be taken by Seller prior to the Closing;

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(B) the obligations of fulfilling the commitments of Seller with respect to any subscription products or services sold by Seller prior to the Closing and existing at the Closing and which have been prepaid to Seller prior to the Closing; and

(C) any and all obligations and Liabilities of Seller under the Contracts included in the Assets.

The Liabilities and obligations assumed by Buyer pursuant to this Section 2.3 are referred to collectively as the “Assumed Liabilities”.

2.4 No Assumption of Any Other Liability or Obligation. Except as set forth in Section 2.3 of this Agreement Buyer shall not assume or be obligated to pay, perform or discharge when due any Liability or obligation of Seller, whether matured or fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured, contingent or otherwise. Notwithstanding anything contained in this Agreement to the contrary, other than the Assumed Liabilities. Seller will retain and Buyer will not assume or be obligated to pay, perform or discharge, any Liability or obligation of Seller (the “Retained Liabilities”).

2.5 Consideration. As consideration for the Assets: (i) Buyer will pay to Seller $100,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than three days prior to the Closing, and (ii) buyer will issue to Seller 250,000 shares of Common Stock of Buyer (the “Stock), having an agreed upon value for purposes of this Agreement of$25,000, and (iii) Buyer will assume the Assumed Liabilities. Notwithstanding the forgoing, at the Closing, stock certificates for the Stock shall be delivered by Buyer as follows:

(A) a restricted stock certificate for 250,000 shares shall be delivered to the Seller within 10 days of Closing.

The consideration paid for the Assets hereunder shall be allocated as reasonably provided by the Seller and each party shall have completed Form 8594, as required under section 1060 of the Internal Revenue Code, using the exact allocation provided by the Seller and related information shall thereupon become binding upon the parties hereto for federal income tax purposes.

2.7 Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the ••closing”) shall take place at the office of ICORECONNECT Inc. (or at such other place as the parties may mutually agree) at 5:00 p.m. local time, on _, 2021 or on such other date as soon as practicable upon which the parties shall mutually agree (or as postponed as the parties shall mutually agree) (such date, the “Closing Date”). If agreed by the parties, the Closing may occur remotely by of counterpart signatures (including by e-mail or electronic signature) and delivery of the various items required pursuant to Sections 2.7 and 2.8.

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2.8 Deliveries by Seller. At the Closing, Seller shall:

(A) execute and deliver to Buyer the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit A;

(B) deliver to Buyer all Seller’s contracts, books, records and other data (including source codes) :relating to the Business and the Assets {except Seller’s minute books and aU other records which Seller is required by law to keep in its possession, as to which Seller will furnish to Buyer, at Buyer’s cost, at any time or from time to time after the Closing Date, such copies or transcripts as Buyer shall :request);

(C) deliver to Buyer a certificate of Seller Representation and Warranty Certificate in the form attached hereto as Exhibit B; and

(D) deliver to Buyer a Seller Corporate Matters Certificate in the fonn attached hereto as Exhibit C, together with an of the attachments referred to therein.

2.9 Deliveries by Buyer. At the Closing, Buyer shall:

(A) execute and deliver to Seller the Bill of Sale and Assignment and Assumption Agreement in the form attached hereto as Exhibit A;

{B) deliver to Seller a Buyer Representation and Warranty Certificate in the form attached hereto as Exhibit D;

(C) deliver to Seiler a Buyer Corporate Matters Certificate in the form attached hereto as Exhibit E, together with all of the attachments referred to therein;

(D) deliver to Seller $100,000 by wire transfer of immediately available funds to an account identified by Seller to Buyer not less than 3 days prior to the Closing; and

2.10 Passage of Title&? 1t Closing. At the Closing, assuming due execution of this Agreement and the Other Transaction Documents, title to the Assets shall pass to Buyer. Seller will put Buyer in full, complete and quiet possession and enjoyment of all of the Assets and from and after the Closing the ownership and operation of the Assets and the Business of Seller to be sold to Buyer pursuant to this Agreement shall be for the account and risk of Buyer.

2.11 Assignment of Contracts. Nothing in this Agreement shall be deemed to constitute an assignment or an attempt to assign any Contract to which Seller is a party if the attempted assignment thereof without the consent of the other party to such Contract would constitute a breach thereof or affect in any way the rights of Seller thereunder. If, after Seller has used its commercially reasonable efforts to obtain the consent of any such other party to such Contract, such consent shall not be obtained at or prior to the Closing, or an attempted assignment thereof at the Closing would be ineffective and would affect the rights of Seller thereunder Seller will reasonably cooperate with Buyer in any reasonable agreement designed to provide for Buyer the benefits under any such Contrac4 including the enforcement, at the cost and for the benefit of Buyer, of any and all rights of Seller against such other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.

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Article III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization; Authorization.

(A) Seller is a corporation duly incorporated and validly existing under the laws of the State of Arizona and bas the power and authority to enter into and perform this Agreement, to carry on the Business as now being conducted and to own and operate the properties and assets now owned and being operated by it. Seller has delivered to Buyer complete and correct copies of Sellers articles of incorporation and bylaws in each case, as amended. Seller is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions set forth in Schedule 3.l(A). Seller is not required to be qualified or licensed to do business as a foreign corporation in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed will not have a Material Adverse Effect. Schedule 3.l(A) sets forth a true and complete list of the names addresses and titles of the directors and officers of Seller.

(B) The execution and delivery of this Agreement and the Other Transaction Documents by Seller and the performance by Seller of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Seller, and no other corporate action or proceeding on the part of Seller is necessary to authorize this Agreement and the Other transaction Documents. Upon the due execution and delivery by Buyer this Agreement and each of the Other Transaction Documents are or will be legal, valid and binding obligations of Seller, enforceable in accordance with their terms, subject to bankruptcy. insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(C) The board of directors of Seller has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby and thereby. Seller has delivered to Buyer true and complete copies,, certified by Sellers President, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the sale of the Assets and the consummation of such other transactions.

3.2 No Violation. Except as provided in Schedule 3.2 or as would not have a Material Adverse Effect neither the execution, delivery or performance of this Agreement by Seller nor the consummation by Seller of any of the transactions provided for in this Agreement or contemplated hereby (i) will violate or conflict with Seller’s articles of incorporation or bylaws, (ii) will conflict with or result in any breach of or default under any provision of any Contract of any kind to which Seller is a party or by which Seller is bound or to which any property or asset of Seller is subject, (iii) is prohibited by, or requires Seller to obtain or make any consent, authorization, approval, registration or filing under, any statute, law ordinance, regulation, rule, judgment, decree or order of any court or Governmental Authority board, bureau, body. department or authority, or of any other Perso in each case applicable to Seller or any of the Assets or the Business, or (iv) will result in the creation or imposition of any Lie claim, charge, restriction equity or encumbrance of any kind whatsoever upon or give to any other Person any interest or right (including any right of termination or cancellation) in or with respect to any of the Assets or the Business.

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3.3 Subsidiaries and Other Equity Investments. Seller does not own, directly or indirectly any shares of capital stock of any corporation or any equity investment in any partnership, association or other business organization.

3.4 Financial Statements. Seller has previously delivered to Buyer unaudited financial statements of Seller for the fiscal years ended December 31 2018, December 31, 2019 and December 31, 2020 (collectively. the “Seller Financial Statements”). Except as set forth in the notes thereto, and, in the case of the Seller Financial Statements for the twelve month period ended December 31, 2020, the normal year-end adjustments, the Seller Financial Statements present fairly in all material respects the financial position of Seller as at the respective dates of said balance sheets and the results of the operations and changes in financial position of Seller for the respective periods.

3.5 No Undisclosed Liabilities. Except for the transactions contemplated by, and Liabilities arising under, this Agreement and (i) Liabilities that are reflect or for which accruals were established, on the Seller Financial Statements:, (ii) Liabilities incurred in the ordinary course of business since December 31, 2018, and for the twelvemonth period ended December 312020 or (ill) Liabilities otherwise set forth in Schedule 3.5, since December 31, 2018, Seller has not incurred any Liabilities of any nature (whether accrued, absolute. contingent, direct, indirect, perfect inchoate, liquidated or otherwise and whether due or to become due) that are required to be reflected or reserved against in a balance sheet prepared in conformity with GAAP applied on a basis consistent with that used in the preparation of the balance sheet of Seller as of December 31, 2018 referred to in Section 3.4.

3.6 Absence of Certain Changes. Since December 31, 2018 (except (i) for the execution and delivery of this Agreement, (ii) as set forth in Schedule 3.6, and as has not had or would not be reasonably likely to have had a Material Adverse Effect), Seller has not:

(A) suffered any damage, destruction or loss of physical property (whether or not covered by insurance) materially or adversely affecting its condition (financial or otherwise) or operations (present or prospective);

(B) incurred or agreed to incur any indebtedness for borrowed money;

(C) paid or obligated itself to pay in excess of$10,000 in the aggregate for any fixed assets;

(D) suffered any substantial loss or waived any substantial right;

(E) sold. transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any assets having a fair market value at the time of sale, transfer or disposition of$10,000 or more in the aggregate. or canceled, or agreed to cancel, any debts or claims, other than in the ordinary course of business;

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(F) mortgaged, pledged or subjected to any charge, lien, claim or encumbrance, or agreed to mortgage, pledge or subject to any charge lien, claim or encumbrance, any of its properties or assets;

(G) increased, or agreed to increase, the compensation or bonuses or special compensation of any kind of any of its directors, officers, employees or agents over the rate being paid to them on December 31, 2018, other than normal merit and/or cost-of- living increases pursuant to customary arrangements consistently followed, or adopted or increase any benefit under any insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such director, officer, employee or agent; lost any major customer or had any material order canceled other than in the ordinary course of business;

(H) made or permitted any material amendment or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business;

(I) had any resignation or termination of employment of any of its key officers or employees or knows of any impending or threatened resignation or resignations or termination or terminations of employment that would have a material adverse effect on its operations (present or prospective) or business (present or prospective); or

(J) made any charitable or political contributions or pledges in excess of $500 in the aggregate.

3.7 Title to Properties and Assets. Seller has good and marketable title to the Assets, subject to no Liens, except for Permitted Liens and as set forth in Schedule 3.7.

3.8 Real Property; Real Property Leases. Except as set forth in Schedule 3Jl: (i) Seller does not own or lease any real property and (ii) Seller is not a party to any Contract or option to purchase or lease any real property or interest therein..

3.9 Tax Matters.

(A) All federal,, state, local and foreign Tax returns required to be filed by Seller with respect to the Assets or the Business have been properly and timely filed (taking into account applicable extensions) with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed, and al] Taxes required to be paid with respect to the Assets or the Business whether or not reflected on any such Tax returns, have been timely paid.

(B) Schedule 3.9 sets forth for Seller those taxable years for which Tax Returns of Seller related to the Assets or the Business are currently being audited by the Internal Revenue Service (“IRS ‘).

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(C) Except as set forth in Schedule 3.9, Seller has not executed or filed with the IRS or any other Governmental Authority any agreement or other docume11t extending. or having the effect of extending, the period for assessment or collection of any Taxes related to the Assets.

{D) Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee” independent contractor, creditor, customer, shareholder, member, or other party and complied with all information reporting and backup withholding provisions of applicable Law.

(E) Except as set forth in Schedule 3.9, Seller has no obligation under any written Tax sharing agreement with respect to the Assets or the Business.

3.10 Material Contracts. Except as set forth in Schedule 3.10, Seller is not a party to any of the following Contracts (collectively, the 4’Materia1Contracts”):

(A) any Contract with any labor union;

(B) employment or consulting Contract or 0th.er Contract for services involving a payment of more than $10,000 annually;

(C) lease, whether as lessee or lessor, with respect to any property, real or personal, involving a payment of more than $10,000 annually;

(D) loan agreement or instrument relating to any indebtedness;

(E) Contract with respect to any subscriptio11:, products or services sold by Seller and which have been prepaid to Seller;

(F) Contract of purchase or sale involving more than $10,000;

(G) Contract with any agent, dealer or distributor that is necessary for the continued operation of the Business as currently conducted;

(H) stand-by letter of credit, guarantee or performance bond involving more than $10,000;

(I) Contract restricting the ability of Seller from freely engaging in any business or competing anywhere in the world; or

(J) other Contract, except insubstantial Contracts for supplies or services not involving more than $10,000 and which can be terminated within one year without cost

Except as set forth in Schedule 3 10 or as would not have a Material Adverse Effect, Seller is not a party to any Material Contract with any Governmental Authority. Each Material Contract listed in Schedule 3. l 0 is in full force and effect and is valid and enforceable by Seller in accordance with its terms, except as enforceability may be effected by bankruptcy, moratorium and similar Jaws of general applicability relating to or affecting creditors rights and to general equity principles. Seller is not in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract, except where such default has not had or would not be reasonably likely to have a Material Adverse Effect. To the best of Seller’s knowledge, no other person is in default in the observance or the performance of any term or obligation to be performed by it under any Material Contract with Seller.

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3.11 Litigation Except as has not had or would not be reasonably likely to have a Material Adverse Effect. to as set forth on Schedule 3.11, there is no claim, legal action, suit, demand letter arbitration, investigation or pending or possible enforcement action or other legal. administrative, regulatory or other governmental proceeding or hearing (“Litigation”) either at Law or in equity, or before any commission or other Governmental Authority in any state of the United States or in the United States or any foreign jurisdiction, of any kind now pending or, to the best of Seller s knowledge threatened or proposed in any manner, involving the Business or the Assets that (i) if asserted and decided adversely to Seller could materially and adversely affect the Business (present or prospective), (ii) questions the validity of this Agreement or any Other Transaction Document or (iii) seeks to delay prohibit or restrict in any manner any action taken or to be taken by Seller under this Agreement or any Other Transaction Document. Except as set forth in Schedule 3.11, there is no arbitration proceeding pending or, to the knowledge of Seller, threatened in any manner under any collective bargaining agreement or other agreement or otherwise. Neither Seller nor the Business nor any of the Assets is subject to any judicial or administrative judgment, order, decree or restraint.

3.12 Patents and Trademarks. Schedule 3.12 is a complete and correct list of all patents, registered trademarks and registered copyrights used by Seller in connection with the operation of the Business. Except as set forth in Schedule 3.12, (i) Seller does not own any patent relating to any product which it produces or sells or any process used in the manufacture or development of any such product, nor has any license under any patent been issued to it relating to any such product or any such process, and there is no patent which would cover any such product or any such process, (ii) Seller does not own any registered copyright, registered trademark or trade name, nor has any license to use any copyright trademark or trade name been issued to it and (iii) Seller does not use any registered copyright. registered trademark or trade name in the Business. Each of the patents, registered trademarks and trade names listed in Schedule 3.12 has been validly issued and is owned by Seller and Seller has the exclusive rights to use all such paten registered copyrights, registered trademarks and trade names in its business and operations. Except as set forth in Schedule 3.12, Seller does not know of any claim, or any basis of any claim that Seller has infringed any patent, copyright, trademark, trade name, know-how, trade secret or other proprietary right of any other person. Seller does not know of any potential claim of infringement of any patent, copyright, trademark, trade name, know-how, trade secret or other proprietary right of any other person that has not been asserted but that. if asserted, would have a Material Adverse Effect.

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3.13 Compliance with Laws. To the knowledge of Seller, the operations of the Business are not being conducted in violation of any Law applicable to Seller or the Business or any of the Assets, except for violations that have not had and would not be reasonably likely to have,, individually or in the aggregate. a Material Adverse Effect. Seller is in material compliance with (i) all applicable requirements of all United States and foreign Governmental Authorities with respect to environmental protection, including, without limitation, regulations establishing quality criteria and standards for air, water, land and hazardous materials, (ii) all applicable requirements of the Occupational Safety and Health Act of 1970 within the United States and comparable workplace-safety laws of all other jurisdictions and all rules, regulations and orders thereunder and (ill) all applicable Laws and related rules and regulations of all United States and foreign jurisdictions affecting labor union activities, civil rights or employment, including without limitation in the United States, the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, the Employee Retirement Income Security Act of 1974, the Equal Pay Act and the National Labor Relations Act.

3.14 Environmental Matters. Seller (i) is and for the past three (3) years has been in compliance in all material respects with all federal, state, local and foreign statutes, laws, ordinances, regulations, rules. permits, judgments, orders and decrees applicable to it or its properties, assets, operations and businesses relating to environmental protection including, without limitation, standards relating to air, water, land and the generation. storage, transportation trea1ment or disposal of Hazardous Wastes and Hazardous Substances (as such terms are defined in any applicable state or federal environmental law or regulation) (ii) holds and for the past three (3) years has held all necessary permits and other approvals, including, without limitation, interim status under the Federal Solid Waste Disposal Act, necessary to store, dispose of and otherwise handle Hazardous Wastes and Hazardous Substances and has reported, to the extent required by all federal, state, local and foreign statutes, laws ordinances, regulations, rules, permits, judgments, orders and decrees other than immaterial local environmental permits. To the Seller’s knowledge, there l1as been no release or threatened release of any hazardous substance at, in. on, under or from any real property currently or formerly owned, leased or operated by Seller during the period such property is or was owned, leased or operated by Seller. Seller has not received any written notice, directive, inquiry or request for information and there is no litigation pending or, to the knowledge of Seller. threatened against Seller alleging 1hat Seller may be in violation of. not in compliance with or liable under any environmental law or in connection with any release or threatened release of Hazardous Substances.

3.15 Governmental Authorizations and Regulations. Schedule 3.15 lists all licenses, franchises, permits and other governmental authorizations held by Seller material to the conduct of the Business. Su.eh licenses, franchises, permits and other governmental authorizations are valid. and Seller has not received any written notice or is otherwise aware that any Governmental Authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization.

3.16 Employee Benefit Plans and Arrangements.

(A) Pension Benefit Plans Generally. Seller does not sponsor, maintain or contribute to any plan program, fund or arrangement that constitutes an “employee pension benefit plan,” nor has Seller any obligation to contribute to or accrue or pay any benefit under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any “excess benefit plan”‘ (within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or any non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term “employee pension benefit plan” shall have the same meaning as is given that term in section 3(2) of ERISA. Seller has not sponsored, maintained or contributed to any employee pension benefit plan, nor is Seller required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement establishing the terms and conditions of employment of any ofSeUers employees.

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(B) Stock Option Arrangements. Except as set forth in Schedule 3.16(B), Seller does not sponsor nor has it granted any option under any stock option arrangement for the benefit of any employee or former employee.

(C) Other Employee Benefit Plans and Arrangements. Except as set forth in Schedule 3.l6(C), Seller does not sponsor, maintain, support, is otherwise a party to, or has any liability or contingent liability under any pl program, fund, arrangement or contractual undertaking, whether fur the benefit of a single individual or for more than one individual, and whether or not funded, which is in the nature of (i) an employee pension benefit plan.(ii) an employee welfare benefit plan (as defined in section 3(1) of ERISA) or (iii) any incentive or other benefit arrangement for any of its employees, their dependents and/or their beneficiaries.

3.17 Foreign Corrupt Practices Act. Neither Seller nor, to Seller’s .knowledge, any director, officer, agent, employee or other person associated with or acting on behalf of Seller has used any corporate funds for any unlawful contribution, git\ entertainment or other expense relating to political activity or made any direct or indirect unlawful payment to any United States or foreign government official or employee .from corporate funds or violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or paid or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

3.18 Related Transactions. Except as set forth in Schedule 3.18, Seller is not a party to any Contract in which any director or officer of Seller or any person owning of record or beneficially more than 10% of the outstanding shares of any class of Seller had or has a direct or indirect material interest.

3.19 Certain Disclosures. Schedule 3.19 contains:

(A) a list of all directors, officers and other employees, agents and consultants of Seller whose cw-rent annual salary or rate of compensation (including bonus and incentive compensation) is $20,000 or more or to whom Seller has loaned $10,000 or more;

(B) a list of all of the outstanding purchase orders of Seller and on the date hereof in excess of $5,000; and

(C) a list of all of the outstanding sales orders of Seller on the date hereof in excess of $.5 000.

3.20 No Other Representations. In entering into this Agreement, Seller acknowledges that it has not relied on any factual representation or opinion of Buyer or its affiliates or representatives (except the specific representations and warranties of Buyer set forth in Article N). Seller hereby agrees and acknowledges that (a) other than the representations and warranties eIicitly made in Article IV none of Buyer, its Affiliates or any of their respective stockholders, directors’ officers, employees or representatives make or have made any representation or warranty, express or implied}’ at law or in equity.

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Article IV

REPRESENTATIONS AND WARRANTIES OF BOYER

Buyer represents and warrants to Seller as follows:

4.1 Corporate Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the corporate power and authority to enter into. execute and deliver this Agreement and the Other Transaction Documents and to perform its obligations and to consummate the transactions contemplated hereby and thereby, to carry on its business as now being conducted and as proposed to be conducted and to own and operate the properties and assets now owned and being operated by it. Buyer delivered to Seller complete and correct copies of Buyer’s amended and restated articles of incorporation and amended and restated by-laws as in effect on the date hereof. Buyer is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions set forth in Schedule 4..I. Buyer is not required to be qualified or licensed to do business as a foreign corporation in any other jurisdiction except such jurisdictions, if any, in which the failure to be so qualified or licensed will not have a material adverse effect on the conduct of its business or the ownership or use of any of its properties or assets. Upon the due execution and delivery by Seller> this Agreement and each of the Other Transaction Documents a.re or will be legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, subject to bankruptcy; insolvency, :fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

4.2 Capitalization; Stock Ownership. The authorized capital stock of Buyer consists of 600,000,000 shares of Common Stock of the par value of$0.001 per share (the “Common Stock as of which as of May 27th,, 2021 143,111,849 shares were issued and outstanding) and 10,000,000 shares of preferred stock of the par value of $0.001 per share, none of which were issued and outstanding. All such issued shares have been duly authorized and validly issued and are fully paid and non-assessable and none of them was issued in violation of any preemptive or other right Except as set forth in Schedule 4.2, Buyer is not a party to or bound by any contract agreement or arrangement to issue, sell or otherwise dispose of or redeem, purchase or otherwise acquire any capital stock or any other security of Buyer or any other security exercisable or exchangeable for or convertible into any capital stock or any other security of Buyer, and, except for this Agreement and as set forth in Schedule 4.2, there is no outstanding option warrant or other right to subscribe for or purchase, or contract, agreement or arrangement with respect to, any capital stock or any other security of Buyer or any other security exercisable or convertible into any capital stock or any other security of Buyer.

4.3 Subsidiaries and Other Equity Investments. Except and set forth in Schedule 4.3, Buyer does not own, directly or indirectly, any shares of capital stock of any corporation or any equity investment in any partnership. limited liability company, association or other business organization.

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4.4 Authorization of Agreement; No Violation. The board of directors of Buyer has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby, Buyer has delivered to Seller true and complete copies. certified by Buyer’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation. the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (1ii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law. ordinance, regulation, rule. judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien. claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

4.5 Litigation. There is no Litigation before or by any court, public board or Governmental Authority pending or, to the knowledge of Buyer threatened against or affecting Buyer o:r its properties? assets or business, or any director or officer of Buyer that, if adversely determined, would reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement and the Other Transaction Documents.

4.6 Financial Statements. Buyer has previously delivered to Seller (i)audited financial statements of Buyer for the fiscal years ended and December 31, 2018 and December 31, 2019 and December 31, 2020 (collectively, the “Buyer Financial Statements”). Except as set forth in the notes thereto, in the case of the Buyer Financial Statements present fairly in all material respects the financial position of Buyer as at the respective dates of said balance sheets and the results of the operations and changes in financial position of Buyer for the respective periods presented in conformity with GAAP.

4.7 Absence of Certain Changes. Since December 31, 2020 (except (i) for the execution and delivery of this Agreement and (ii) as set forth in Schedule 4.7) Buyer has conducted its business in the ordinary course consistent with its prior practices and has not had any material and adverse effect of change in or upon its business or assets.

4.8 No Other Representations. In entering into this Agreement, Buyer acknowledges that it has not relied on any factual representation or opinion of Seller or its affiliates or representatives(except the specific representations and warranties of Seller set forth in Article ID). Buyer hereby agrees and acknowledges that (a) other than the representations and warranties explicitly made in Article Ill, none of Seller, its Affiliates or any of their respective shareholders directors, officers, directors’ employees or representatives make or have made any representation or warranty, express or implied at law or in equity.

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Article V

COVENANTS OF SELLER

5.1 Buyer Confidential Information. Except as otherwise agreed to by Buyer in writing, Seller shall, and shall cause its stockholders directors, officers. consultants, advisors, agents, employees and representatives to!> treat the existence of and the terms of this Agreement as strictly confidential except (i) Seller may share this Agreement and its terms with Seller’s tax, legal or financial advisors, (ii) as necessary to enforce Seller’s rights hereunder or (iii) if Seller is compelled to disclose such information by judicial or administrative process or, based upon the advice of legal counsel, by other requirements of applicable Law. Seller agrees that at all times from and after the Closing Date, it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and shall not use for the benefit of itself or others, any Buyer Confidential Information. For purposes of this Agreemen.4 “Buyer Confidential Information” means any and all proprietary or confidential information regarding Buyer or its business or any of its assets or other properties. including, without limitation. know-how, trade secrets, vendor identities or lists, terms of vendor contracts, customer lists terms of customer contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques, plans or processes. other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Seller, its Affiliates or any of their representatives which violates this Section 5,l)> or (2) is required in connection with the preparation of a Tax Return or similar Tax-related filing.

5.2 Access, Information and Documents. From the date thereof until the Closing, Seller will give to Buyer and to its agents and representatives(including. but not limited to, accountants, lawyers and appraisers) full and complete access during normal working hours to any and all of the properties, assets, books, records and other documents of Seller to enable Buyer to make such examination of the Assets and Business and Seller will furnish to Buyer such information and copies of such documents and records in connection with the Assets and the Business as Buyer shall reasonably request. Such access shall be afforded by Seller upon receipt of reasonable advance notice and during normal business hours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of Seller.

5.3 Conduct of Business Pending Closing. From the date hereof until the Closing, except as consented to by Buyer in writing or as contemplated by this Agreement:

(A) Seller will maintain itself at all times as a corporation duly organized, validly existing and in good standing under the laws of Arizona;

(B) Seller will carry on the Business in the ordinary course of its business as heretofore conducted;

(C) Seller will not declare, authorize or pay any distribution to its shareholders and will not redeem, purchase or otherwise acquire, or agree to redeem purchase or otherwise acquire any of its shares;

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(D) Seller will not pay or obligate itself to pay any compensation commission or bonus to any director. officer. employee or independent contractor as such, except for the regular compensation and commissions payable to such director officer, employee or independent contractor at the rate in effect on the date of this Agreement;

(E) Seller will use its commercially reasonable efforts to preserve the Business, to keep available to Buyer the services of its employees and independent contractors and to preserve for Buyer its relationships with suppliers. licensees, distributors and customers and others having business relationships with it;

(F) Seller will not, or obligate itself to, sell or otherwise dispose of or pledge or otherwise encumber, any of the Assets and Seller will maintain the Assets in commercially reasonable operating condition and repair, subject only to ordinary wear and tear; and

(G) Without limiting the foregoing. Seller will consult with Buyer regarding all significant developments transactions and proposals relating to the Business or the Assets.

5.4 Consents and Approvals. Seller shall use all commercially reasonable efforts to obtain prior to the Closing all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or Governmental Authority, board, bureau, body, department or authority or of any other Person required to be obtained by Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Article VI

COVENANTS OF BUYER

6.1 Seller Confidential Information. Except as otherwise agreed to by Seller in writing, Buyer shall, and shall cause its directors. officers. consultants, advisors’ agents’ employees and representatives to treat the existence of and the terms of this Agreement as strictly confidential except (i) Buyer may disclose this Agreement and its terms to Buyer’s tax. legal or financial advisors, {ii) as necessary to enforce Buyer’s rights hereunder or (iii) if Buyer is compelled to disclose such information by judicial or administrative process or. based upon the advice of legal counsel, by other requirements of applicable Law. Buyer agrees that at all times from and after the date hereof until the Closing Date) it will, and will cause its representatives to, keep secret and retain in the strictest confidence, and will not use for the benefit of itself or others, any Seller Confidential Information. For purposes of this Agreement, “Seller Confidential Information” means, any and all proprietary or confidential information regarding Seller or the Assets or the Business, including, without limitation, know-how, trade secrets. vendor identities or lists, terms of vendor contracts, customer lists, terms of customer contracts, pricing policies, operational methods, marketing plans or strategies. product development techniques, plans processes, other than any of the foregoing which (1) are in or become part of the public domain (except through the conduct of Buyer,. its Affiliates or any of their representatives which violates this Section 6.1), or{2) is required in connection with the preparation of a Tax Return or similar Tax related filing.

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6.2 Consents and Approvals. Buyer shall use commercially :reasonable efforts to obtain prior to Closing all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules judgments, decrees and orders of any court or Governmental Authority be bureau, body, department or authority or of any other person required to be obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

6.3 Access to Records. For a period of six (6) years after the Closing Date, Buyer shall afford Seller and its representative’s reasonable access to all the books and records relating solely to the Assets o:r the Business that Buyer acquires from Seller for matters related to the preparation of Seller s Tax Returns, a Tax investigation or audit of Seller. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours and shall be had or done in such a manner so as not to interfere with the normal conduct of business of Buyer. Seller shall be responsible for any costs and expenses incurred by Buyer in retrieving and copying such books md records at Seller’s request. However, if Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, Buyer shall. prior to such disposition, give thirty (30) Business Days’ notice to Seller, and Seller shall have the right at its option and expense to segregate and remove such books and records as Seller may select .from those Buyer desires to dispose of within twenty (20) Business Days after receipt of such notice.

Article VII

CONDITIONS TO CLOSING AND TERMINATION

7.1 Conditions Precedent to Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated hereby is subject to the fulfillment or waiver, at or prior to or at the Closing, of all of the following conditions:

(A) Buyer’s Performance. The representations and warranties of Buyer contained in this Agreement shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time{except (i) as contemplated by this Agreement and (il) to the extent, if any, Seller shall waive the same); and Buyer shall have performed and complied in all material respects with all the terms provisions and conditions of this Agreement to be performed and complied with by Buyer at or before the Closing.

(B) Consents. Seller shall have obtained all consents) authorizations and approvals under all statutes, law ordinances. regulations, rules, judgments decrees and orders of any court or governmental agency board, bureau, body, department or authority or of any other person required to be obtained by Seller, as the case may be, in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

(C) Deliveries. Buyer shall have delivered those documents and other deliverables set forth in Section 2.9.

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7.2 Conditions Precedent to Buyer’s Obligations. The obligation of Buyer to consummate the transactions contemplated hereby is subject to the fulfillment or waiver, at or prior to or at the Closing, of all of the following conditions:

(A) Seller’s Performance. The representations and warranties of Seller contained in this Agreement shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of said time{except (i) as contemplated by this Agreement and (ii) to the extent, if any Buyer shall waive the same ); and Seller shall have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be performed and complied with by Seller at or before the Closing.

(B) Consents. Buyer shall have obtained all consents, authorizations and approvals under all statutes, laws, ordinances, regulations, rules, judgments, decrees and orders of any court or governmental agency. board, bureau. body. department or authority or of any other person required to be obtained by Buyer, as the case may be. in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

(C) Deliveries. Seller shall have delivered those documents and other deliverables set forth in Section 2.8.

7.3 Mutual Conditions Precedent to Obligations. The mutual obligations of Seller and Buyer under this Agreement to consummate the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing, of all of the following conditions:

(A) No Legal Obstruction. No Law shall have been enacted, no suit action or proceeding by any third party or Governmental Authority with respect to the transactions contemplated hereby shall be pending or threatened in writing and no order, judgment, injunction, decree or settlement shall have been entered in any such suit, action or proceeding that would have the effect, if adversely determined in the case of any suit. action or proceeding, of (i) making any of the transactions contemplated by this Agreement or the Other Transaction Documents megal. (ii) otherwise prohibiting or enjoining the consummation of such transactions or(iii) imposing limitations on such transactions and/or the ability of any party hereto to perform its obligations hereunder or under any Other Transaction Document.

(B) Governmental Authorities’ Approvals and Filings. All consents, approvals, orders and authorizations of, and filings, registrations qualifications, designations and declarations with any Governmental Authorities required to consummate the transactions contemplated hereby and by each of the Other Transaction Documents, including under all applicable securities Laws, shall have been made and/or obtained, as applicable.

7.4 Termination by Buyer. Buyer may, ·without liability to Buyer, terminate this Agreement by notice to Seller (i) at any time prior to the Closing if material default shall be made by Seller in the observance or in the due and timely performance of any of the terms hereof to be performed by Seller that cannot be cured at or prior to the Closing, (ii) on the Closing Date if any of the conditions in Section 7.2 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date if the Closing has not yet been consummated.

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7.5 Termination by Seller. Seller may. without liability to Seller, terminate this Agreement by notice to Buyer (i) at any time prior to the Closing if material default shall be made by Buyer in the observance or in the due and timely performance of any of the terms hereof to be performed by Buyer that cannot be cured at or prior to the Closing (ii) on the Closing Date if any of the conditions in Section 7.1 or Section 7.3 are not previously satisfied, or (iii) on the Drop Dead Date, if the Closing has not yet been consummated.

7.6 Effect of Termination. If this Agreement is terminated, this Agreement (except for Section 5.1, Section 6.1, this Section 7.6 and Article IX). shall no longer be of any force or effect and there shall be no liability on the part of any party or its respective directors, officers, or shareholders. If this Agreement shall be terminated, each party will (i) redeliver all documents. work papers and other materials of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution of this Agreement, to the party furnishing the same, and (ii) destroy all documents work papers and other materials developed by its accountants agents and employees in connection with the transactions contemplated hereby which embody proprietary information or trade secrets furnished by any party hereto or deliver such documents, work papers and other materials to the party furnishing the same or excise such information or secrets therefrom and all information received by any party hereto with respect to the business of any other party (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any governmental authority) shall not at any time be used for personal advantage or disclosed by such party to any third person to the detriment of the party furnishing such information.

Article VIII

INDEMNIFICATION

8.1 Survival. Subject to the limitations and other provisions of this Agreement, tbe representations and warranties made by Seller or Buyer in this Agreement shall survive the Closing for a period of only twelve (12) months from the Closing Date, at which time such representations and warranties shall expire. None of the covenants or other agreements contained in this Agreement shall survive the Closing other than those by which their terms contemplate performance after the Closing, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms.

8.2 Indemnification by Seller. Subject to the limitations and other provisions contained in this Article VIII including, without limitation, Section 8.4 Seller will indemnify and hold harmless Buyer against any and all Damages incurred by Buyer arising from:

(A) any failure by Seller to perform any covenant or other obligation of Seller contained in this Agreement;

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(B) any breach of any representation or warranty of Seller contained in Article III of this Agreement; or

(C) any failure of Seller to pay perform or discharge any of the Retained Liabilities in accordance with the terms thereof.

8.3 Indemnification by Buyer. Subject to the limitations and other provisions contained in this Article VID including, without limitation Section 8.4, Buyer will indemnify and hold harmless Seller against any and all Damages incurred by Seller arising from:

(A) any failure by Buyer to perform any covenant or other obligation of Buyer contained in this Agreement;

(B) any breach of any representation or warranty of Buyer contained in Article IV of this Agreement; or

(C) any Assumed Liability.

8.4 Limitations on Indemnification. The party making a claim under this Article VIll is referred to as the ‘“Indemnified Party”, and the party against whom such claims are asserted is referred as the ‘‘Indemnifying Party”. Toe indemnification provided for in Section 8.2 and Section 8.3, as the case may be, shall be subject to the following limitations:

(A) The Indemnified Party shall not be entitled to be indemnified pursuant to Section 8.2 (fi or Section 8.3ffi),. as the case may be, unless and until the aggregate of all Damages incurred by the Indemnified Party exceeds $25 000 (the “‘Deductible”) and. thereafter, the Indemnified Party shall only be entitled to payment for. and the Indemnifying Party shall only be liable and required to pay, Damages in excess of the Deductible; provided, however, that the limitation in this Section 8,4(A) shall not apply to Damages arising from a breach of the representations and warranties in Sections 3.1, U 3.7. 4.L 4.2, 4.4, or 4.6

(B) The aggregate amount of Damages for which the Indemnifying Party may be liable pursuant to Section 8.2 (8) or Section 8.3 IB). as the case may be. shall not exceed $2,300,000; provided, however, that the limitation in this Section 8.4 (B) shall not app]y to Damages arising from a breach of the representations and warranties in Sections 3.1, 3.2, 3.7.4.1,4.2.4.4,or 4.6 .

(C) The amount of Damages incurred by any Indemnified Party shall be reduced by (i) amounts recovered or recoverable by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) any Tax benefit realized or realizable by the Indemnified Party arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any Damages. If an Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Part in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

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(D) Seller shall not be liable under this Article VIII for any Damages arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.

8.5 Third Party Claims.

(A) The Indemnified Party shall give prompt notice in writing to the Indemnifying Party of the assertion of any claim or the commencement of any suit) action or proceeding by any third party (“Third-Party Claim”) in respect of which indemnity may be sought under this Agreement. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party.

(B) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Section 8.5, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense.

(C) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim (including the right to settle any Third-Party Claim) in accordance with the provisions of this Section 8.5 (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party.

(D) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony and attend such ,conferences, discovery proceedings hearings, trials or appeals. as may be reasonably requested in connection therewith.

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8.6 Direct Claims. In the event the Indemnified Party has a claim for indemnity under this Article VIII against the Indemnifying Party that does not involve a Third-Party Claim, the Indemnified Party shall give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. If, ‘Within the 30-day period following receipt of a claim notice, the Indemnifying Party provides written notice that the Indemnifying Party disputes its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 9.8.

8.7 Exclusive Remedies. Subject to Section 9.13, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, 8greement or obligation set

forth herein or otherwise relating to the subject matter of this Agreement. shall be pursuant to the indemnification provisions in this Article vm. Nothing in this Section 8.7 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to

Section 9.13 or to seek any remedy on account of fraud by any party hereto.

ARTICLE IX

MISCELLANEOUS

9.1 Further Assurances. Following the Closing, each party hereto agrees that it shall, and shall cause its Affiliates to execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the Other Transaction Documents.

9.2 Expenses. Whether or not the Closing is consummated, each of the parties will pay all of its own legal and accounting fees and other expenses incurred in the preparation of this Agreement and the performance of the terms and provisions of this Agreement.

9.3 Waiver. The parties hereto may by written agreement (i) extend the time for or waive or modify the performance of any of the obligations or other acts of the parties hereto or (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement.

9.4 Notices. All notices requests or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered (a) on the date of delivery if delivered personally or, upon confirmation, (b) on the third Business Day following the date of dispatch if delivered by an internationally recognized next-day courier service, or (c) on the tenth Business Day following the date of mailing if delivered by registered mail, first-class postage paid.

If to Seller, to:

BCS TECH CENTER INC.

20715 N Pima Rd.

Suite 108

Scottsdale, AZ 85255

Attn: Christopher Cote, President

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If to Buyer. to:

ICORECONNECT Inc.

13506 Summerport Park-way, Suite 160

Windermere, Florida 34786

Attention: Robert McDermott President and Chief Executive Officer

9.5 Entire Agreement. This Agreement, the Exhibits hereto and the Other Transaction Documents embody the entire agreement among the parties and there have been and are no agreements, representations or warranties, oral or written among the parties other than those set forth or provided for herein or therein. This Agreement may not be modified or changed, in whole or in part. except by a supplemental agreement signed by each of the parties hereto.

9.6 Rights Under this Agreement. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns but shall not be assignable by any party without the prior written consent of the other party. Nothing contained in this Agreement is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights remedy obligations or liabilities under or by reason of this Agreement.

9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida applicable to agreements made and to be performed in the State of Florida and shall be construed without regard to any presumption or other rule requiring the construction of an agreement against the party causing it to be drafted.

9.8 Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Middle District of Florida or any Florida State COt.U’4 so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding,. and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Florida, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an. inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

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9.9 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIK.EL Y TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT :HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT? IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS (ill) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTIJAL WAIVERS AND CERTIFICATIONS IN THIS SEC110N 9.9.

9.10 Invalid Provisions. In the event that any provision of this Agreement is held to be illegal, invalid or unenforceable in a final, unappealable order or judgment (each such provision an Invalid provision,’). then such provision shall be severed from this Agreement and shall be inoperative, and the parties promptly shall negotiate in good faith lawful. valid and enforceable provision that is as similar to the invalid provision as may be possible and that preserves the original intentions and economic positions of the parties as set forth herein to the maximum extent feasible. whi1e the remaining provisions of this Agreement shall remain binding on the parties hereto. Without limiting the generality of the foregoing sentence, in the event a change in any applicable Law, makes it unlawful for a party to comply with any of its obligations hereunder, the parties shall negotiate in good faith a modification to such obligation to the extent necessary to comply with such Law, that is as similar in term to the original obligation as may be possible while preserving the original intentions and economic positions of the parties as set forth herein to the maximum extent feasible.

9.11 Headings; References to Sections, Exhibits and Schedules. The headings of the Sections, paragraphs and subparagraphs of this Agreement are sole]y for convenience and reference and shall not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement The references herein to Sections, Exhibits and Schedules, unless otherwise indicated. are references to sections of and exhibits and schedules to this Agreement.

9.12 Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a mutually executed counterpart to this Agreement.

9.13 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to any and all available equitable relief (including, without limitation, specific performance of the terms hereof).

9.14 Non-recourse. This Agreement may only be enforced against, and any claim, action, suit other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement,, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee incorporator manager, member, partner, shareholder, Affiliate, agent, attorney or other representative of any party hereto or any Affiliate of any party hereto, or any of their successors or permitted assigns shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim. action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.

ICORECONNECT INC.
By:	/s/ Robert McDermott
	Robert McDermott
	President and Chief Executive Officer
BCS TECH CENTER, INC.
By:	/s/ Christopher Cote
	Christopher Cote
	President

30

EXHIBIT A

BILL OF SALE. ASSIGNME1’7 AND ASSUMPTION AGREEMENT

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment»)t dated as of May 3154 2021> is entered into by and between ICORECONNECT INC., a Nevada corporation buyer”) and BCS TECH CENTER. INC., an Arizona corporation (“Seller”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Asset Purchase Agreement (as defined below).

RECITALS

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of_ (the “Asset Purchase Agreement”). by and between Seller and Buyer (i) Seller has agreed to sell, assign, transfer, convey and deliver to Buyer the Assets, free and clear of all Liens, other than Permitted Liens, and (i) Seller has agreed to assign, and Buyer has agreed to assume the Assumed Liabilities (and no others).

NOW, THEREFORE, pursuant to the Asset Purchase Agreement, and in consideration of the above premises and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

(1) Assignment; Bill of Sale.

(a)

Pursuant to the Asset Purchase Agreement. Seller does hereby irrevocably and unconditionally sell, assign, convey, transfer and deliver to Buyer, for itself and its successors and assigns forever. all of Seller’s right title and interest in and to the Assets, free and clear of all Liens (other than Permitted Liens), as of the date hereof, to have and to hold the same and each and all thereof unto Buyer, for it5c;lf and its successors and assigns forever to its and their own use and benefit forever.

(b)

Notice of the assignment under this Assignment may be given at the option of either Buyer or Seller to any party to any Contract or to such party’s duly authorized agents.

(2) Acceptance and Assumption. Buyer does hereby irrevocably and unconditionally (i) purchase and accept from Seller all of Seller’s right,, title, and interest in and to the Assets as of the date hereof, to have and to hold the same and each and all thereof unto Buyer, for itself and its successors and assigns forever, to its and their own use and benefit forever and (ii) assume the Assumed Liabilities (and no others) and agrees to discharge and perform such Assumed Liabilities as they come due on the terms and subject to the conditions set forth in the Asset Purchase Agreement. Notwithstanding anything in this Assignment to the contrary, Buyer shall not assume nor be deemed to have assumed any Retained Liabilities or any Liabilities other than the Assumed Liabilities. The assumption by Buyer of any Assumed Liabilities shall not enlarge the rights of any third party with respect to any Assumed Liabilities nor shall it prevent Buyer from contesting or disputing any such Assumed Liability.

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(3) Governing Law. The validity, interpretation and effect of this Assignment shall be governed by, and construed in accordance with, the laws of the State of Florida without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

(4) Titles and Headings. The titles, captions and headings in this Assignment are for reference purposes only and shall not in any way define, limit, extend or describe the scope of this Assignment or otherwise affect the meaning or interpretation of this Assignment.

(S) Asset Purchase Agreement Controlling. Notwithstanding any other provisions of this Assignment to the contrary, nothing contained herein shall in any way supersede, modify, replace, amen4 change, rescind, waive, exceed, e:xpan4 enlarge, diminish, limit or in any way affect the provisions, including warranties, covenants, agreements, conditions. representations or, in general, any of the rights and remedies, or any of the obligations, of Seller or Buyer set forth in the Asset Purchase Agreement. This Assignment is subject to and controlled by the terms of the Asset Purchase Agreement.

(6) Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns and nothing herein is intended or shall be construed to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights. remedies or claims under, or hy any reason of, this Assignment or any covenant or condition hereof.

(7) Counterparts. This Assignment may be executed in one or more counterparts for the convenience of the parties hereto. each of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile or other electronic transmission shall be effective as delivery of a mutually executed counterpart to this Assignment.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment 10 be executed by its duly authorized officer(s) as of the day and year first above written.

ICOREC0NNECT INC.
By:	/s/ Robert McDermott
	Robert McDermott
	President and Chief Executive Officer
BCS TECH CENTER, INC.
By	/s/ Christopher Cote
	Christopher Cote
	President

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EXHIBIT B

BCS TECH CENTER, INC.

SELLER REPRESENTATION AND WARRANTY CERTIFICATE

This Certificate is being executed and delivered pursuant to that certain Asset Purchase Agreement dated as of May 31st, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT INC.• a Nevada corporation (“‘Buyer”), and BCS TECH CENTER, INC., an Arizona corporation {‘“Seller”). The undersigned duly authorized officer of Seller does hereby certify, for and on behalf of Seller and in its name that:

(a) All :representations and warranties by Seller contained in the Asset Purchase Agreement are true and correct in all material respects at and as of the date hereof as though such :representations and warranties were made at and as of the date hereof (except as contemplated by the Asset Purchase Agreement).

(b) Seller has performed and complied in all material respects wfrh all the terms, provisions and conditions of the Asset Purchase Agreement to be performed and complied with by Seller at or before the date hereof.

IN WI1NESS WHEREOF, Seller has executed this Certificate as of this 31st day of May 2021.

BCS TECH Center INC.
By:	/s/ Christopher Cote
	Christopher Cote
	President

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EXHIBIT C

BCS TECH CENTER, INC.

SELLER CORPORATE MATTERS CERTIFICATE

Christopher Cote, President of BCS TECH CENTER, 1NC., an Arizona corporation (‘‘Seller”) hereby certifies, pursuant to that certain Asset Purchase Agreement, dated as of May 31st, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT Inc. and Seller, for and on behalf of Seller and in its name, that:

a) Attached hereto as Exhibit A is a full, true and correct copy of the Articles of Incorporation of Seller, as amended, certified by the Secretary of State of the State of Arizona on _, 2021;

b) No proceeding for the amendment of the Articles of Incorporation of Seller referred to above has been taken or is pending;

c) No proceeding for the merger Consolidation, sale of assets and business (except as contemplated by the Asset Purchase Agreement) or dissolution of Seller (except as contemplated by the Asset Purchase Agreement) has been taken or is pending;

d) Attached hereto as Exhibit B is a full, true and correct copy of the By-Laws, as amended, of Seller as in full force and effect on , 2021 and at all times thereafter to and including the date hereof;

e) Attached hereto as Exhibit C is full. true and correct copy of certain resolutions duly adopted by the Board of Directors of Seller on _, 2021; and said resolutions have not been amended or revoked and are in full force and effect as of the date hereof;

f) The persons named below are and at all times since , 2021 have been duly elected and qualified incumbents of the respective offices of Seller set forth at the left of their respective names, and the signatures at the right of said names, respectively, are the genuine signatures of said officers:

Title:	Name:	Specimen Signature
President	Christopher Cote	/s/ Christopher Cote

IN WITNESS WHEREOF, I have hereunto signed this Certificate as of this 31st day of May> 2021.

/s/ Christopher Cote

Christopher Cote, President

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EXIDBIT D

ICORECONNECT INC

BUYER REPRESENTATION AND WARRANT¥ CERTIFICATE

Tb.is Certificate is being executed and delivered pursuant to that certain Asset Purchase Agreement dated as of May 31st,, 2021 (the “Asset Purchase Agreement”) by and between ICORECONNECT INC. a Nevada corporation (“Buyer”), and BCS TECH CENTER, INC., an Arizona corporation (‘‘Seller”). The undersigned duly authorized officer of Buyer does hereby certify, for and on behalf of Buyer and in its name that:

(a) All representations and warranties by Buyer contained in the Asset Purchase Agreement are true and correct in all material respects at and as of the date hereof as though such representations and warranties were made at. And as of the date hereof (except as contemplated by the Asset Purchase Agreement).

(b) Buyer has performed and complied in all material respects with all the terms, provisions and conditions. of the Asset Purchase Agreement to be performed and complied with by Buyer at or before the date hereof.

IN WITNESS WHEREOF Buyer has executed this Certificate as of this ___ day of ___, 2021.

ICORECONNECT INC.

/s/ Robert McDermott

Robert McDermott

President and Chief Executive Officer

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EXBIBIT E

ICORECONNECT INC

BUYER CORPORATE MATTERS CERTIFICATE

Alyse Fidanza. Secretary of ICORECONNECT INC., a Nevada corporation (“Buyer”). hereby certifies, pursuant to that certain Asset Purchase Agreement, dated as of May 31stt 2021 (the “Asset Purchase Agreement”) by and between Buyer and BCS TECH CENTER, INC., a Arizona corporation, for and on behalf of Buyer and in its name, that:

(a) Attached hereto as Exhibit A is full. true and correct copy of the Amended and Restated Articles of Incorporation of Buyer, certified by the Secretary of State of the State of Nevada on _, 2017;

(b) No proceeding for the amendment of the Amended and Restated Articles of Incorporation of Buyer referred to above has been taken or is pending;

(c) No proceeding for the merger, consolidation, sale of assets and business or dissolution of Buyer has been taken or is pending;

(d) Attached hereto as Exhibit B is a full, true and correct copy of the Amended and Restated By-Laws of Buyer as in full force and effect on _ and at all times thereafter to and including the date hereof;

(e) Attached hereto as Exhibit C is a full, true and correct copy of certain resolutions duly adopted by the Board of Directors of Buyer on_ 2021 and said resolutions have not been amended or revoked and are in full force and effect as of the date hereof;

(f) The persons named below are and at all times since , 2021 have been duly elected and qualified incumbents of the respective offices of Buyer set forth at the left of their respective names, and the signatures at the right of said names, respectively, are the genuine signatures of said officers:

		Specimen Signature
President and Chief Executive Officer	Robert McDermott	/s/ Robert McDermott
Secretary	Alyse Fidanza	/s/ Alyse Fidanza

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IN WITNESS WHEREOF, I have hereunto signed this Certificate as of this 31st day of May, 2021.

/s/ Alyse Fidanza

Alyse Fidanza

Secretary

Robert McDermott, President and Chief Executive Officer, hereby certifies that Alyse Fidanza is and at all times since _, 2021 has been the duly elected Secretary of Buyer and that the signature above at the right of her name is her genuine signature.

/s/ Robert McDermott

Robert McDermott

President and Chief Executive Officer

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EX-5.5

EXHIBIT 5.5

 

 

 

 

 

 

 

 

 

 

 

 

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CEO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) OR 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert P. McDermott, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of iCoreConnect Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 23, 2021	By:	/s/ Robert P. McDermott
		Robert P. McDermott
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CFO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) OR 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert P. McDermott, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of iCoreConnect Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 23, 2021	By:	/s/ Robert P. McDermott
		Robert P. McDermott
		Acting Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of iCoreConnect Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert McDermott, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 23, 2021	By:	/s/ Robert McDermott
		Robert McDermott
		Acting Chief Financial Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of iCoreConnect Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert McDermott, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: August 23, 2021	By:	/s/ Robert McDermott
		Robert McDermott
		Acting Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 23, 2021
Cover [Abstract]
Entity Registrant Name	iCoreConnect Inc.
Entity Central Index Key	0001408057
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		151,613,399
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52765
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	13-4182867
Entity Address Address Line 1	13506 Summerport Village Pkwy #160
Entity Address City Or Town	Windermere
Entity Address State Or Province	FL
Entity Address Postal Zip Code	34786
City Area Code	888
Local Phone Number	810-7706
Security 12b Title	Common Stock, $.001 par value
Trading Symbol	ICCT
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 846,039	$ 7,619
Accounts receivable, net	233,915	126,472
Prepaid expenses and other current assets	132,019	20,103
Total current assets	1,211,973	154,194
Property and equipment, net	15,090	2,405
Right of use lease asset - operating	118,182	150,477
Software development costs, net	698,349	768,907
Acquired technology, net	517,929	753,794
Customer relationships, net	1,855,664	369,524
Goodwill	1,291,109	491,376
Total long-term assets	4,496,323	2,536,483
TOTAL ASSETS	5,708,296	2,690,677
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable and accrued expenses	833,416	1,664,125
Operating lease liability, current portion	47,035	89,088
Notes payable	2,372,271	1,429,207
Deferred revenue, current portion	31,586	2,775
Total current liabilities	3,284,308	3,185,195
Operating lease liability, net of current portion	53,699	61,389
Deferred revenue, net of current portion	20,743	73,033
Total long-term liabilities	74,442	134,422
TOTAL LIABILITIES	3,358,750	3,319,617
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock par value $0.001; 600,000,000 shares authorized; Issued and Outstanding: 151,613,399 as of June 30, 2021 and 90,081,336 as of December 31, 2020	151,613	90,081
Additional paid-in-capital	81,143,985	77,112,060
Accumulated deficit	(78,946,052)	(77,831,081)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	2,349,546	(628,940)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 5,708,296	$ 2,690,677

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	151,613,399	90,081,336
Common stock, shares Outstanding	151,613,399	90,081,336

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Revenue	$ 981,378	$ 472,000	$ 1,685,379	$ 978,000
Cost of sales	267,728	210,000	507,761	429,000
Gross profit	713,650	262,000	1,177,618	549,000
Expenses
Selling, general and administrative	1,003,870	870,000	1,860,258	1,679,000
Depreciation and amortization	250,715	225,000	503,412	448,000
Total operating expenses	1,254,585	1,095,000	2,363,670	2,127,000
Loss from operations	(540,935)	(833,000)	(1,186,052)	(1,578,000)
Other income (expense)
Interest expense	(92,526)	(34,000)	(260,323)	(69,000)
Other income	0	10,000	0	10,000
Gain on cancellation of liabilities	331,404	0	331,404	0
Total other income (expense)	238,878	(24,000)	71,081	(59,000)
Net loss	$ (302,057)	$ (857,000)	$ (1,114,971)	$ (1,637,000)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, shares at Dec. 31, 2019		67,476,089
Balance, amount at Dec. 31, 2019	$ 465,000	$ 67,000	$ 74,738,000	$ (74,340,000)
Stock issued for cash and conversion of notes payable, shares		2,336,255
Stock issued for cash and conversion of notes payable, amount	590,000	$ 3,000	587,000	0
Stock issued for services	0	$ 0	0	0
Stock compensation expense, shares		131,250
Stock compensation expense, amount	95,000	$ 0	95,000	0
Stock issued for asset acquisition of TrinIT, shares		730,000
Stock issued for asset acquisition of TrinIT , amount	183,000	$ 1,000	182,000	0
Net loss	(780,000)	$ 0	0	(780,000)
Balance, shares at Mar. 31, 2020		70,673,594
Balance, amount at Mar. 31, 2020	553,000	$ 71,000	75,602,000	(75,120,000)
Balance, shares at Dec. 31, 2019		67,476,089
Balance, amount at Dec. 31, 2019	465,000	$ 67,000	74,738,000	(74,340,000)
Stock issued for services	0
Net loss	(1,637,000)
Balance, shares at Jun. 30, 2020		73,473,452
Balance, amount at Jun. 30, 2020	205,000	$ 73,000	76,109,000	(75,977,000)
Balance, shares at Mar. 31, 2020		70,673,594
Balance, amount at Mar. 31, 2020	553,000	$ 71,000	75,602,000	(75,120,000)
Stock compensation expense, shares		1,617,861
Stock compensation expense, amount	225,000	$ 1,000	224,000	0
Net loss	(857,000)	$ 0	0	(857,000)
Stock issued for cash, shares		100,000
Stock issued for cash, amount	25,000	$ 0	25,000	0
Stock issued for conversion of note payable, shares		76,997
Stock issued for conversion of note payable, amount	8,000	$ 0	8,000	0
Stock issued for conversion of accounts payable, shares		1,000,000
Stock issued for conversion of accounts payable, amount	250,000	$ 1,000	249,000
Stock issued for stock option exercises, shares		5,000
Stock issued for stock option exercises, amount	1,000	$ 0	1,000	0
Balance, shares at Jun. 30, 2020		73,473,452
Balance, amount at Jun. 30, 2020	205,000	$ 73,000	76,109,000	(75,977,000)
Balance, shares at Dec. 31, 2020		90,081,336
Balance, amount at Dec. 31, 2020	(628,940)	$ 90,081	77,112,060	(77,831,081)
Stock compensation expense, shares		3,968,795
Stock compensation expense, amount	118,796	$ 3,969	114,827	0
Net loss	(812,914)	$ 0	0	(812,914)
Stock issued for cash, shares		22,504,600
Stock issued for cash, amount	1,417,313	$ 22,505	1,394,808	0
Stock issued for conversion of fees for services payable, shares		7,948,502
Stock issued for conversion of fees for services payable, amount	481,923	$ 7,948	473,975	0
Balance, shares at Mar. 31, 2021		124,503,233
Balance, amount at Mar. 31, 2021	576,178	$ 124,503	79,095,670	(78,643,995)
Balance, shares at Dec. 31, 2020		90,081,336
Balance, amount at Dec. 31, 2020	(628,940)	$ 90,081	77,112,060	(77,831,081)
Stock issued for services	0
Net loss	(1,114,971)
Balance, shares at Jun. 30, 2021		151,613,399
Balance, amount at Jun. 30, 2021	2,349,546	$ 151,613	81,143,985	(78,946,052)
Balance, shares at Mar. 31, 2021		124,503,233
Balance, amount at Mar. 31, 2021	576,178	$ 124,503	79,095,670	(78,643,995)
Stock compensation expense, shares		3,115,166
Stock compensation expense, amount	68,945	$ 3,115	65,830	0
Net loss	(302,057)	$ 0	0	(302,057)
Stock issued for cash, shares		16,015,000
Stock issued for cash, amount	1,503,500	$ 16,015	1,487,485	0
Stock issued for convertible debt, shares		2,730,000
Stock issued for convertible debt, amount	2,730	$ 2,730	0	0
Stock issued for asset acquisition of Advantech, shares		5,000,000
Stock issued for asset acquisition of Advantech, amount	500,000	$ 5,000	495,000
Stock issued for asset acquisition of BCS, shares		250,000
Stock issued for asset acquisition of BCS, amount	250	$ 250	0	0
Balance, shares at Jun. 30, 2021		151,613,399
Balance, amount at Jun. 30, 2021	$ 2,349,546	$ 151,613	$ 81,143,985	$ (78,946,052)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITTIES
Net loss	$ (1,114,971)	$ (1,637,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1,418	5,000
Amortization expense	469,699	443,000
Change in allowance for doubtful accounts	0	0
Gain on cancellation of liabilities	(331,404)	0
Stock issued for services	0	0
Stock compensation expense	187,741	320,000
Non-cash interest expense	26,858	12,000
Changes in assets and liabilities:
Accounts receivable	(107,443)	(73,000)
Fixed assets	(4,228)	0
Prepaid expenses	(111,916)	2,000
Right of use asset, net of lease liability	(17,448)	(2,000)
Accounts payable and accrued expenses	(11,174)	255,000
Deferred revenue	(23,479)	(13,000)
NET CASH USED IN OPERATING ACTIVITIES	(1,036,347)	(688,000)
INVESTING ACTIVITIES
Cash portion of consideration paid to acquire Advantech/BCS	(1,850,022)	(375,000)
Additions to capitalized software	(108,752)	(311,000)
NET CASH USED IN INVESTING ACTIVITIES	(1,958,774)	(686,000)
FINANCING ACTIVITES
Net proceeds from debt	1,795,881	416,000
Payments on debt	(875,887)	(71,000)
Proceeds from issuance of common stock	2,920,813	595,000
Proceeds from exercise of employee stock options	0	1,000
Conversion of accounts payable into common stock	(7,266)
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,833,541	941,000
NET CHANGE IN CASH	838,420	(433,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD	7,619	445,000
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	846,039	12,000
Cash paid during the period for interest	233,465	49,000
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	28,000
Stock issued for conversion of notes payable	0	0
Stock issued for conversion of accounts payable	$ (7,266)	$ 250,000

XML

NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2021

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

iCoreConnect Inc., (the “Company”), a Nevada Corporation, develops and markets secure cloud-based HIPAA compliant software as a service (SaaS) focused on compliance, workflow/productivity, and electronic health records systems. The Company also offers both managed IT (MSP) 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.

Software as a Service (SaaS) Offerings

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, and iCorePay. The Company’s software is sold under annual recurring revenue subscriptions.

iCoreExchange – 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 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 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.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires providers and healthcare professionals to transmit encrypted personal health information via electronic means.

iCoreCodeGenius – is Coding Software that provides the coding standards 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 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.

iCoreMobile -- iCoreMobile is our third complete EHR software platform, 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 to instantly reveal 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. It 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.

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:

· 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNFICANT ACCOUNTING POLICES

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. These 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 with the SEC on April 15, 2021. 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 results of operations for the six-month period ended June 30, 2021 are not necessarily indicative of results that may be expected for any other interim period 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.

Basis of Presentation and Principles of Consolidations

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.

Fair Value of Financial Instruments

The Company measures certain financial assets at fair value. Fair value is determined based upon 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 the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are customer obligations due under normal trade terms. We maintain 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. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $76,531 and $77,000 as of June 30, 2021 and December 31, 2020, respectively.

Property, Equipment and Depreciation

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

Software Development Costs and Acquired Software

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

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

Impairment of Long-Lived Assets

Long lived assets are 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 undiscounted future 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 the carrying amount of the asset exceeds the fair value of the asset.

Goodwill

Goodwill consists of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually or when events or circumstances indicate that the carrying value of the reporting unit may exceed its fair value. If the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized. The Company did not recognize any impairment charges for the fiscal quarter ended June 30, 2021 and 2020.

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.

We have the option to qualitatively or quantitatively assess goodwill for impairment and, in 2020, we evaluated our goodwill using a qualitative assessment process. If 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.

As of June 30, 2021, we had $1.291 million of Goodwill on our balance sheet associated with four acquisitions, ICD Logic, TrinIT, and Advantech. ICD Logic related goodwill, which accounts for $0.361 million of the total Goodwill balance is the basis for the underlying technology associated with one of the Company’s faster growing and more promising SaaS offerings. TrinIT related Goodwill accounts for $0.130 million of the total Goodwill balance. The TrinIT acquisition was made in 2020 and is performing to expectations. Advantech accounted for $.799 million. During 2021, there were no indications of a triggering event at the 2 reporting units. The annual goodwill impairment analysis resulted in no indications of impairment in 2020 or 2019.

We are 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.

Revenue Recognition

We have 5 primary sources of revenue as of June 30, 2021:

1.	ePrescription Software
2.	IT Managed Services
3.	Encrypted and HIPAA Compliant Secure email
4.	ICD Coding Software
5.	Electronic Health Records (EHR/Practice Management) software

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) Managed IT services – Consist of 3 revenue streams. (i) Monthly recurring “Managed Service Provider (MSP)” and MSaaS revenue, (ii) periodic sale and installation of IT related hardware, and (iii) custom IT projects. The MSP and MSaaS model revenue is recognized monthly on a recurring basis while the revenue relating to IT hardware and custom IT projects is recognized when the services are performed. 

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 Software provides the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), a medical classification list by the World Health Organization (WHO). It contains codes for diseases, signs and symptoms, abnormal findings, complaints, social circumstances, and external causes of injury or diseases. 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. 

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 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-four percent 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.

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 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.

Accounting for Derivative Instruments

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

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.

Income Taxes

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

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

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

Use of Estimates

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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, 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.

Stock-Based Compensation

The Company uses the fair value method to account for the granting of options to purchase shares of its 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. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. 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

In February 2016, the FASB issued 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. 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 to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the 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.

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

Going Concern

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 six-month period ended June 30, 2021, the Company generated an operating loss of $1,164,255. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $78,995,337, $2,300,261 and $2,106,574, respectively, on June 30, 2021. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.

Currently, management 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.

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COMMON STOCK

6 Months Ended

Jun. 30, 2021

COMMON STOCK

3. COMMON STOCK

3. COMMON STOCK

Stock Issuances

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 and second quarter of 2021, the Company issued approximately 38.5 million shares of Common stock for $2.920 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 June 30, 2021.

Stock Options

During the six-month period ended June 30, 2021, no options to purchase shares of common stock granted to employees expired and no options were forfeited or exercised.

A summary of option activity for the six-month period ended June 30, 2021, is presented below:

2021 Options Outstanding	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Balance Outstanding - January 1, 2021		1,405,000	$	0.24		7.7	$	-
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Balance Outstanding - June 30, 2021		1,405,000	$	0.24		7.4	$	-
Exercisable - June 31, 2021		1,405,000	$	0.24		7.4	$	-

2021 Nonvested Options	Number of Options		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested - January 1, 2021		-	$	-		0.0
Granted		-	$	-
Vested		-	$	-
Forfeited/expired		-
Nonvested - June 30, 2021		-	$	-		0.00

Common Stock Warrants

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

Common Stock Warrants - In April and May of 2021, in connection with the issuance of the Company’s Convertible 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 June 30, 2021, the number of shares issuable upon exercise of the Common Stock Warrants were 9.1 million shares.

Type	Issue Date	Shares		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
Total			9,100,000

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SOFTWARE DEVELOPMENT COSTS

6 Months Ended

Jun. 30, 2021

SOFTWARE DEVELOPMENT COSTS

4. SOFTWARE DEVELOPMENT COSTS

4. SOFTWARE DEVELOPMENT COSTS

The Company continued to develop its software products with significant features and enhancements during the six-month period ended June 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:

	June 30,			December 31,
	2021			2020
Development costs	$	2,587,889		$	2,479,137
Acquired technology		1,527,186			1,527,186
Less accumulated amortization		(2,898,798	)		(2,483,622	)
	$	1,216,278		$	1,522,701

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

COMMITMENTS AND CONTINGENCIES

5. COMMITMENTS AND CONTINGENCIES

5. COMMITMENTS AND CONTINGENCIES

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. 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 June 30, 2021, undiscounted future lease obligations for the office space are $131,660 for period ending June 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.

iCoreConnect Lease Commitments
as of 6/30/2021
Less than 1 year		1-3 years		3-5 years		Total
$	73,980	$	57,680	$	0	$	131,660

Lease costs for the 6 months ending June 30, 2021 were $72,880 and cash paid for amounts included in the measurement of lease liabilities for the quarter ended June 30, 2020 were 44,000. As of December 31, 2020, the following represents the difference between the remaining undiscounted lease commitments under non-cancelable leases and the lease liabilities:

Undiscounted minimum lease commitments	$	131,660
Present value adjustment using incremental borrowing rate		(30,926	)
Lease liabilities	$	100,734

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CONCENTRATION OF CREDIT RISK

6 Months Ended

Jun. 30, 2021

CONCENTRATION OF CREDIT RISK

6. CONCENTRATION OF CREDIT RISK

6. CONCENTRATION OF CREDIT RISK

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 had no significant customer (greater than 10% of total revenue) for 6 months ending June 30, 2021. The Company had 1 significant customer in the six months ending June 30, 2020. The customer’s share of total revenue fell to under 10% from the 6 months ending June 30, 2020 due to organic growth of other customers and the acquisition of TrinIT and Advantech that further diversified the Company’s customer concentration. The company has accounts receivable concentration with three customers that represent 20%, 11%, and 11% of our accounts receivable. Overall, the company grew its accounts receivable approximately ending balance 29% for the 6 months ending June 30, 2021 compared to the 6 months ending June 30, 2020, compared to an over 71% growth in sales for the same period. Day’s sales outstanding was less than 30 days as of June 30, 2021. 

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2021

SEGMENT INFORMATION

7. SEGMENT INFORMATION

7. SEGMENT INFORMATION

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.

Revenue Segment

Net sales by revenue type were as follows:

	For the Six Months Ended
	June 30,
	2021		%			2020		%			% Change
Revenues:
Subscription software and services	$	1,464,629		87	%	$	778,245		80	%		88	%
Professional services and other		220,750		13	%		199,619		20	%		11	%
Total	$	1,685,379		100	%	$	977,863		100	%		72	%

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS

A Letter of Intent has been signed with Spectrum Technology Solutions, LLC.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidations

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.

Fair Value of Financial Instruments

The Company measures certain financial assets at fair value. Fair value is determined based upon 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 the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are customer obligations due under normal trade terms. We maintain 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. Management determines the adequacy of this allowance by periodically evaluating the aging and past due nature of individual customer accounts receivable balances and considering the customer’s current financial situation as well as the existing industry economic conditions and other relevant factors that would be useful in assessing the risk of collectability. If the future financial condition of our customers were to deteriorate, resulting in their inability to make specific required payments, additions to the allowance for doubtful accounts may be required. In addition, if the financial condition of our customers improves and collections of amounts outstanding commence or are reasonably assured, then we may reverse previously established allowances for doubtful accounts. The Company has estimated and recorded an allowance for doubtful accounts of $76,531 and $77,000 as of June 30, 2021 and December 31, 2020, respectively.

Property, Equipment and Depreciation

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

Software Development Costs and Acquired Software

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

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

Impairment of Long-Lived Assets

Long lived assets are 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 undiscounted future 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 the carrying amount of the asset exceeds the fair value of the asset.

Goodwill

Goodwill consists of the purchase price of business acquisitions in excess of the fair value of the net assets acquired. Goodwill is reviewed for impairment annually or when events or circumstances indicate that the carrying value of the reporting unit may exceed its fair value. If the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized. The Company did not recognize any impairment charges for the fiscal quarter ended June 30, 2021 and 2020.

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.

We have the option to qualitatively or quantitatively assess goodwill for impairment and, in 2020, we evaluated our goodwill using a qualitative assessment process. If 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.

As of June 30, 2021, we had $1.291 million of Goodwill on our balance sheet associated with four acquisitions, ICD Logic, TrinIT, and Advantech. ICD Logic related goodwill, which accounts for $0.361 million of the total Goodwill balance is the basis for the underlying technology associated with one of the Company’s faster growing and more promising SaaS offerings. TrinIT related Goodwill accounts for $0.130 million of the total Goodwill balance. The TrinIT acquisition was made in 2020 and is performing to expectations. Advantech accounted for $.799 million. During 2021, there were no indications of a triggering event at the 2 reporting units. The annual goodwill impairment analysis resulted in no indications of impairment in 2020 or 2019.

We are 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.

Revenue Recognition

We have 5 primary sources of revenue as of June 30, 2021:

1.	ePrescription Software
2.	IT Managed Services
3.	Encrypted and HIPAA Compliant Secure email
4.	ICD Coding Software
5.	Electronic Health Records (EHR/Practice Management) software

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) Managed IT services – Consist of 3 revenue streams. (i) Monthly recurring “Managed Service Provider (MSP)” and MSaaS revenue, (ii) periodic sale and installation of IT related hardware, and (iii) custom IT projects. The MSP and MSaaS model revenue is recognized monthly on a recurring basis while the revenue relating to IT hardware and custom IT projects is recognized when the services are performed. 

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 Software provides the 10th revision of the International Statistical Classification of Diseases and Related Health Problems (ICD), a medical classification list by the World Health Organization (WHO). It contains codes for diseases, signs and symptoms, abnormal findings, complaints, social circumstances, and external causes of injury or diseases. 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. 

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 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-four percent 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.

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 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.

Accounting for Derivative Instruments

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

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.

Income Taxes

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

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

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

Use of Estimates

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

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding for the period. Diluted net loss per share reflects the potential dilution of securities by adding other Common Stock equivalents, including stock options, shares issuable on exercise of warrants, 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.

Stock-Based Compensation

The Company uses the fair value method to account for the granting of options to purchase shares of its 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. The fair value of all share purchase options is expensed over their requisite service period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option pricing model that uses the assumptions noted in the table below. 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

In February 2016, the FASB issued 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. 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 to the adoption date being recast or 2) a cumulative-effect adjustment recognized to the opening balance of retained earnings on the 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.

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

Going Concern

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 six-month period ended June 30, 2021, the Company generated an operating loss of $1,164,255. In addition, the Company has an accumulated deficit, total stockholders’ equity and net working capital deficit of $78,995,337, $2,300,261 and $2,106,574, respectively, on June 30, 2021. The Company’s activities were primarily financed through private placements of equity securities. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.

Currently, management 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.

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COMMON STOCK (Tables)

6 Months Ended

Jun. 30, 2021

COMMON STOCK (Tables)

Summary of stock option activity

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	$	-
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Balance Outstanding - June 30, 2021		1,405,000	$	0.24		7.4	$	-
Exercisable - June 31, 2021		1,405,000	$	0.24		7.4	$	-

2021 Nonvested Options	Number of Options		Weighted Average Grant Date Fair Value		Weighted Average Remaining Years to Vest
Nonvested - January 1, 2021		-	$	-		0.0
Granted		-	$	-
Vested		-	$	-
Forfeited/expired		-
Nonvested - June 30, 2021		-	$	-		0.00

Schedule of share issuable warrants

Type	Issue Date	Shares		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
Total			9,100,000

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SOFTWARE DEVELOPMENT COSTS (Tables)

6 Months Ended

Jun. 30, 2021

SOFTWARE DEVELOPMENT COSTS (Tables)

Summary of capitalization and amortization of software development costs

	June 30,			December 31,
	2021			2020
Development costs	$	2,587,889		$	2,479,137
Acquired technology		1,527,186			1,527,186
Less accumulated amortization		(2,898,798	)		(2,483,622	)
	$	1,216,278		$	1,522,701

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2021

COMMITMENTS AND CONTINGENCIES

Summary of lease commitments

iCoreConnect Lease Commitments
as of 6/30/2021
Less than 1 year		1-3 years		3-5 years		Total
$	73,980	$	57,680	$	0	$	131,660

Schedule of components of lease investments

Undiscounted minimum lease commitments	$	131,660
Present value adjustment using incremental borrowing rate		(30,926	)
Lease liabilities	$	100,734

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2021

SEGMENT INFORMATION (Tables)

Schedule of net sales by revenue

	For the Six Months Ended
	June 30,
	2021		%			2020		%			% Change
Revenues:
Subscription software and services	$	1,464,629		87	%	$	778,245		80	%		88	%
Professional services and other		220,750		13	%		199,619		20	%		11	%
Total	$	1,685,379		100	%	$	977,863		100	%		72	%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts	$ 76,531		$ 77,000
Goodwill	1,291,000
Accumulated deficit	(78,946,052)		(77,831,081)
Total stockholders' Deficit	2,349,546	$ 576,178	$ (628,940)	$ 205,000	$ 553,000	$ 465,000
Working capital deficit	(2,106,574)
FDIC insured limit	250,000
Operating loss	$ 1,164,255
Revenue , description	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-four percent 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.
Furniture and Fixtures [Member]
Estimated useful life	7 years
Computers and office equipment [Member]
Estimated useful life	3 years
Advantech [Member]
Goodwill	$ 799,000.000
TrinIT [Member]
Goodwill	130,000
ICD Logic [Member]
Goodwill	$ 361,000

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COMMON STOCK (Details)	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Options Outstanding
Number of Options/Warrants Outstanding, Beginning | shares	1,405,000
Number of Options/Warrants Outstanding, Ending | shares	1,405,000
Number of Options Outstanding, Exercisable Ending | shares	1,405,000
Weighted Average Exercise Price, Beginning | $ / shares	$ 0.24
Weighted Average Exercise Price, Exercisable | $ / shares	0.24
Weighted Average Exercise Price, Ending | $ / shares	$ 0.24
Weighted Average Remaining Contractual Term in Years, Beginning	7 years 8 months 12 days
Weighted Average Remaining Contractual Term in Years, Ending	7 years 4 months 24 days
Weighted Average Remaining Contractual Term in Years, Exercisable Ending	7 years 4 months 24 days
Aggregate Intrinsic Value, Beginning | $	$ 0
Aggregate Intrinsic Value, Ending | $	$ 0
Nonvested Options
Number of Options Nonvested, Beginning | shares	0
Number of Options Nonvested, Vested | shares	0
Number of Options Nonvested, Ending | shares	0
Weighted Average grant date Fair Value Nonvested, Beginning | $ / shares	$ 0
Weighted Average grant date Fair Value Nonvested, Vested | $ / shares	0
Weighted Average grant date Fair Value Nonvested, Ending | $ / shares	$ 0
Weighted Average Remaining Years to vest Nonvested, Begining	0 years
Weighted Average Remaining Years to vest Nonvested, Ending	0 years

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COMMON STOCK (Details 1)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Shares	9,100,000
Investor One [Member]
Shares	1,300,000
Issue Date	4/19/2021
Price | $ / shares	$ 0.20
Expiration	4/19/2026
Investor Two [Member]
Shares	1,300,000
Issue Date	4/19/2021
Price | $ / shares	$ 0.25
Expiration	4/19/2026
Investor Three [Member]
Shares	1,300,000
Issue Date	4/22/2021
Price | $ / shares	$ 0.20
Expiration	4/22/2026
Investor Four [Member]
Shares	1,300,000
Issue Date	4/22/2021
Price | $ / shares	$ 0.25
Expiration	4/22/2026
Investor Five [Member]
Shares	650,000
Issue Date	4/30/2021
Price | $ / shares	$ 0.20
Expiration	4/30/2026
Investor Six [Member]
Shares	650,000
Issue Date	4/30/2021
Price | $ / shares	$ 0.25
Expiration	4/30/2026
Investor Nine [Member]
Shares	650,000
Issue Date	5/19/2021
Price | $ / shares	$ 0.20
Expiration	5/19/2026
Investor Ten [Member]
Shares	650,000
Issue Date	5/19/2021
Price | $ / shares	$ 0.25
Expiration	5/16/2026
Investor Seven [Member]
Shares	650,000
Issue Date	5/4/2021
Price | $ / shares	$ 0.20
Expiration	5/4/2026
Investor Eight [Member]
Shares	650,000
Issue Date	5/4/2021
Price | $ / shares	$ 0.25
Expiration	5/4/2026

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COMMON STOCK (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021
Shares				9,100,000
Purchase Agreement [Member] | Investor [Member]
Line of credit descriptions	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
Common Stock Warrants [Member]
Exercise prices description				exercise prices of $0.20 and $0.25
Shares				9,100,000
Common stock warrants term				5 years
Executive And Employee [Member]
Common stock shares issued for cash, shares		38,500,000.0	38,500,000
Common stock shares issued for cash, value		$ 2,920,000	$ 2,920,000.000
Common stock shares issued for services, shares	7,900,000
Common stock shares issued for services, value	$ 481,923

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SOFTWARE DEVELOPMENT COSTS (Details) - Software Development [Member] - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Development costs	$ 2,587,889	$ 2,479,137
Acquired technology	1,527,186	1,527,186
Less Accumulated amortization	(2,898,798)	(2,483,622)
Total Software development costs	$ 1,216,278	$ 1,522,701

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COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2021 USD ($)
Lease Commitments	$ 131,660
3-5 years [Member]
Lease Commitments	0
Less than 1 year [Member]
Lease Commitments	73,980
1-3 years [Member]
Lease Commitments	$ 57,680

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COMMITMENTS AND CONTINGENCIES (Details 1) - Lease [Member]	Jun. 30, 2021 USD ($)
Undiscounted minimum lease commitments	$ 131,660
Present value adjustment using incremental borrowing rate	(30,926)
Lease liabilities	$ 100,734

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - Lease [Member] - USD ($)	1 Months Ended		6 Months Ended
	Jul. 16, 2020	Nov. 15, 2017	Jun. 30, 2021	Jun. 30, 2020
Payments of lease liabilities				$ 44,000
Lease agreement description	The company signed a three-year lease agreement for approximately 2.100 square feet of office space located in Concord,	the Company signed a three-year lease agreement for approximately 4,100 square feet of office space located in Winter Garden
Lease costs			$ 72,880
Undiscounted minimum lease commitments			$ 131,660
January 1, 2019 [Member]
Weighted-average incremental borrowing rate			11.90%
Weighted-average remaining lease term			1 year 7 months 6 days

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CONCENTRATION OF CREDIT RISK (Details Narrative)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Total revenue percentage	10.00%	10.00%
Description of concentration of credit risk	Overall, the company grew its accounts receivable approximately ending balance 29% for the 6 months ending June 30, 2021 compared to the 6 months ending June 30, 2020, compared to an over 71% growth in sales for the same period. Day’s sales outstanding was less than 30 days as of June 30, 2021
Customers [Member]
Percentage of accounts receivable	20.00%
Customers Two [Member]
Percentage of accounts receivable	11.00%
Customers Three [Member]
Percentage of accounts receivable	11.00%

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SEGMENT INFORMATION (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Total [Member]
Total revenue	$ 1,685,379	$ 977,863
Revenue percentages	100.00%	100.00%
Revenue change percentage		72.00%
Revenue Segment [Member]
Revenues:
Subscription software and services	$ 1,464,629	$ 778,245
Subscription software and services, percentage	87.00%	80.00%
Subscription software and services, change percentages		88.00%
Professional services and other	$ 220,750	$ 199,619
Professional services and other, percentage	13.00%	20.00%
Professional services and other, change percentages		11.00%