The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the notes to those financial statements included elsewhere in this annual report. This discussion contains forward-looking statements, which are based on our assumptions about the future of our business. Our actual results will likely differ materially from those contained in the forward-looking statements. Please read "Cautionary Note Regarding Forward-Looking Statements" included at the beginning of this annual report for additional information.





About the Company


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

During 2021 we developed our newest products iCoreVerify and iCoreCloud and enhanced our iCoreRx product.

iCoreVerify is a HIPAA compliant SaaS solution that allows practices to verify patient insurance benefits automatically and on-demand using our real time technology. It provides the practice with the ability to check available patient benefits directly from the payer's in real-time. The system returns results typically in less than one second for most responses. This substantially reduces the phone calls and labor hours for the practice. This tool integrates with most popular practice management systems.

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

iCoreRx is a HIPAA compliant electronic prescription software that integrates with popular Practice Management and EHR systems. The software can also be a stand-alone product. The software is cloud based allowing providers flexibility and freedom to access the software anytime or anywhere they have an internet connection. There is a built-in drug and medication directory that provides clear, concise, point-of-care drug information including dosing, warning, and precautions, as well as clinical content. iCoreRx provides a doctor's "favorites" list (templates) and warns the doctor when there is the potential for drug interactions, and drug allergy interactions. Within the software we provide a medication and drug history giving the doctor a more complete picture of a patient's medication history for better informed, efficient, and safer care decisions. iCorePDMP - is an add-on to our iCoreRx software 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) medication 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. The state PDMP sites may provide Narx Scores and an interactive visualization of usage patterns to help the prescriber identify potential risk factors.






         14

  Table of Contents




SaaS Offerings


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

Managed IT Services (MSP and MSaaS)

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

The MSP/MSaaS approach, by using preventative measures, keeps computers and networks up and running while data is accessible and safeguarded. Installation of critical patches and updates to virus protection are automated. Systems are monitored and backed up in real-time. They are fixed or upgraded before they cause a service disruption. A Unified Threat Management solution is deployed to protect against virus, malware, SPAM, phishing and ransomware attacks. Remote technical support is a click away. All support is delivered at a predictable monthly cost. By leveraging managed services with our expertise in cloud computing, our customers can easily scale their business without extensive capital investment or disruption in services.

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





Financing


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






         15

  Table of Contents



Critical Accounting Policies and Estimates

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





Revenue Recognition


We have 5 primary sources of revenue as of December 31, 2021:





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



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

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

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

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

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






         16

  Table of Contents



Software Development Capitalization and Amortization

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

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

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





Income Taxes



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

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





Stock Based Compensation



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

Long-Lived Assets and Goodwill

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. As of December 31, 2021 there is no impairment of Long-lived Assets.

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the fourth quarter of 2020, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. As of December 31, 2021 there is no impairment of the Company's Goodwill.






         17

  Table of Contents




Results of Operations



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



                               iCoreConnect Inc.

                    CONSOLIDATED STATEMENTS OF OPERATIONS



                                                             Twelve Months Ended
                                                       December 31,      December 31,
                                                           2021              2020
Revenue                                                $   4,956,552     $   2,123,587
Cost of sales                                              1,580,390         1,008,843
Gross profit                                               3,376,162         1,114,744

Expenses
Selling, general and administrative                        5,232,839         3,447,014
Depreciation and amortization                              1,430,805           906,060
Total operating expenses                                   6,663,644         4,353,074
Loss from operations                                      (3,287,482 )      (3,238,330 )

Other income (expense)
Interest expense                                            (500,878 )        (238,820 )
Financing costs                                           (1,513,366 )               -
Other income (expense)                                         7,497           (50,733 )
PPP loan forgiveness                                         330,047                 -
Gain on cancellation of liabilities                                -            36,642
Total other income (expense)                              (1,676,700 )        (252,911 )

Net loss                                               $  (4,964,182 )   $  (3,491,241 )

Net loss per share available to common stockholders, basic and diluted

$       (0.03 )   $       (0.05 )

Weighted average number of shares, basic and diluted 146,726,959 76,459,645






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


Twelve months ended December 31, 2021 compared to the twelve months ended December 31, 2020

Revenues. Net revenues grew to $4,956,552 for 2021 compared to $2,123,587 for the 2020 period, an increase of 133%. Revenue growth was driven by a combination of strong organic growth in both new and existing products as well as with the asset acquisitions of Advantech IT, Business Computer Solutions and Spectrum Technology Solutions.

Cost of sales. Cost of sales of $1,580,390 for the 2021 period increased $571,547 when compared to $1,008,843 for the 2020 period. The increase between periods was primarily due to the additional costs of servicing the organic growth, the addition of the three asset acquisitions.

Selling, general and administrative expenses. Selling, general and administrative expenses of $5,232,839 for the 2021 period increased $1,785,825 or 52% when compared to $3,447,014 for the 2020 period. The increase in expenses year on year we due to higher labor costs need to manage and maintain both the organic growth along with serving the additions related to three asset acquisition customers.

Depreciation and amortization expenses. Depreciation and amortization expenses of $1,430,805 for the 2021 period increased $524,745 or 58% compared to $906,060 for the 2020 period. The increase between periods was primarily due to $421,667 amortization of capitalized software and $866,186 amortization of goodwill and intangibles associated with the acquisition of Advantech IT, Business Computer Solutions and Spectrum Technology Solutions.

Interest expense. Interest expense of $500,878 for the 2021 period increased $262,058 or approximately 110% when compared to $238,820 for the 2020 period. The primary driver for the increase in interest expense was due to the increase in debt taken out by the Company to help fund the asset acquisitions and operating expenses.

Other income (expense). Other income of $7,497 for the 2021 period increased by $58,230 when compared to Other expense of $50,733 for the 2020 period.

Financing costs. The Company incurred financing costs of $1,513,366 in 2021 compared to $nil for 2020.The loss was driven by the issuance of convertible debt coupled with warrants and inducement shares related to the asset acquisitions during 2021.

PPP loan forgiveness. The Company received notice of forgiveness for its Paycheck Protection Plan loan in 2021 including all related interest in the amount of $330,047 in comparison to $nil for 2020.

Gain on cancellation of debt. The Company did not incur a cancellation of other debts in 2021 compared $36,642 for the 2020 period.






         18

  Table of Contents




GOING CONCERN AND LIQUIDITY



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



                                           December 31,      December 31,       % Incr/
Balance Sheet Data                             2021              2020            (Decr)
Total Current Assets                       $   1,013,140     $     154,194            557 %
Total Current Liabilities                      4,054,246         3,185,195             33 %
Working capital (deficit)                     (3,041,106 )      (3,031,001 )            6 %
Deferred Revenue                                       -            73,033           (100 )%
Weighted Average Common Shares
Outstanding                                  146,726,959        76,459,645



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

The following table summarizes the impact of operating, investing and financing activities on our cash flows for the years ended December 31, 2021 and 2020.





                                                             Twelve Months Ended
                                                       December 31,      December 31,
                                                           2021              2020
Net cash used in operating activities                  $  (2,896,248 )   $  (1,270,491 )
Net cash used in investing activities                     (3,518,504 )        (917,900 )
Net cash provided by financing activities                  6,478,940         1,751,010
Net Increase / (Decrease) in cash                             64,188          (437,381
Cash and cash equivalents at the beginning of the
year                                                           7,619           445,000

Cash and cash equivalents at the end of the year $ 71,807 $ 7,619

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

Operating Activities: Net cash required by operating activities for the year ended December 31, 2021 increased by $1,625,757 to $2,896,248 compared to $1,270,491 utilized in the 2020 period. The increase in cash utilized by operating activities compared to the 2020 period was attributable to a $467,353 change in accounts receivable and $292,183 in prepaid expenses during the 2021 period. Future spending on operating activities is expected to be funded by the revenues realized by the Company and the sale of additional shares of common stock.

Investing Activities: Net cash used by investing activities for the year ended December 31, 2021 increased by $2,600,604 to $3,518,504 compared to $917,900 utilized in the 2020 period. The increase in cash utilized by investing activities was primarily due to the purchases of Advantech, Business Technology Solutions and Spectrum Technology Solutions. Future spending on investing activities is expected to be funded by the sale of additional shares of common stock.

Financing Activities: Net cash provided by financing activities of $6,478,940 for the year ended December 31, 2021 was $4,727,930 higher than the $1,751,010 for the year ended 2020, primarily due to a change in proceeds from the issuance of common stock of $2,776,230 in 2021 versus $676,000 in proceeds in 2020. Net proceeds from debt increased to $3,261,488 in 2021 versus $1,050,488 in 2020. Payments on debt increased to $510,650 in 2021 from $70,793 in 2020.

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

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

For the fiscal year period ended December 31, 2021, the Company generated an operating loss of $4,964,182. In addition, the Company has an accumulated deficit, and net working capital deficit of $82,795,263 and $3,041,106. The Company's activities were primarily financed through private placements of equity securities and issuance of debt. The Company intends to raise additional capital through the issuance of debt and/or equity securities to fund its operations. The Company is reliant on future fundraising to finance operations in the near future. The financing may not be available on terms satisfactory to the Company, if at all. In light of these matters, there is substantial doubt that the Company will be able to continue as a going concern.






         19

  Table of Contents



In October of 2020, the Company signed a $53,000 convertible promissory note payable to a different finance company due twelve (12) months after issuance and received $50,000 net of closing fees. Interest at 10% per annum is not due until maturity. One hundred eighty (180) days following the date of funding and thereafter, the note is convertible into common stock of the Company ("Common Stock"). The conversion price of the note is 61% of the Market Price (as defined in the note) for the Common Stock (a discount of 39%) determined on the basis of the average of the two (2) lowest traded prices for the Common Stock during the prior twenty (20) trading day period. There is an ascending prepayment penalty percentage applied should the Company prepay the note during the first one hundred eighty (180) days after which the Company shall have no 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. This note was paid in 2021.

The Company issued a note payable to a related party on December 31, 2018 with a principal amount of $714,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and with a balloon payment due by the maturity date of December 31, 2019. The balloon payment due on December 31, 2019 was not made and the Company issued, in exchange for the original note, a new note dated December 31, 2019 with a principal amount of $556,000, bearing interest at a rate of 18% per annum, with monthly principal and accrued interest payments and a balloon payment due by the maturity date of December 31, 2020.The amounts owing on the note as of December 31, 2019 were $556,000 of principal plus a nominal amount of accrued interest. As of December 31, 2020, $535,021 of principal was outstanding on this note payable. Subsequent to the end of fiscal 2020, the maturity on note payable to the related party was extended to a new 2-year term note payable bearing interest rate payable of 18% per annum with a maturity date of December 31, 2023. The note will pay monthly cash interest only in the first year (12 months) of note payable term. In the 2nd year, the note payable will be repaid with 12 monthly installment payments of interest and principal until fully repaid. This note has been paid subsequent to year end.

In April 2021, the Company signed a $150,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $150,000 from a finance company (the "Investor" or "Holder"). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company's Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 780,000 restricted shares of the Company's Common Stock and 2,600,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common Stock under this Warrant is $0.20 per share for the first 1,300,000 Warrant Shares and $0.25 for the next 1,300,000 Warrant Shares.

In April 2021, the Company signed a $350,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $350,000 from the same finance company (the "Investor" or "Holder"). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company's Common Stock at a fixed conversion price of $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time.

In April 2021, the Company signed a $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. During the year the Investor converted $125,000 of outstanding principal and interest into 1,250,000 shares of the Company's common stock.

In April 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $245,000 from a third finance company (the "Investor" or "Holder"). An Interest charge of 12% per annum shall accrue and be paid on the maturity date. The note is convertible into the Company's Common Stock at fixed conversion price $0.10 per common share. The Company has right of prepayment. The note holder is limited to receive upon conversion no more than 4.99% of the issued and outstanding Common Stock at the time of conversion at any one time. The Company also issued to the Holder 390,000 restricted shares of the Company's Common Stock and 1,300,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.20 per share for the first 650,000 Warrant Shares and $0.25 for the next 650,000 Warrant Shares. During the year the Investor converted $35,000 of outstanding principal and interest into 350,000 shares of the Company's common stock.

In May 2021, the Company signed a $250,000 convertible promissory note with a maturity date twelve months after issuance and received in exchange $248,000 net of fees from a fifth 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. During the year the Investor converted $28,846 of outstanding principal and interest into 288,463 shares of the Company's common stock

In August 2021, the Company signed a $1,000,000 and $500,000 promissory note with a maturity date 24 months after issuance from the preliminary finance company in April 2021 (the "Investor" or "Holder"). An Interest charge of 15% per annum shall accrue and be paid on the maturity date. The Company also issued to the Holder 1,000,000 restricted shares of the Company's Common Stock and 1,500,000 cash Warrant Shares with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share.

© Edgar Online, source Glimpses