UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K/A

 (Mark One)

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

 For the fiscal year ended December 31, 2023

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

 For the transition period from __________ to __________

 Commission File Number: 000-53500

 CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

 (Exact name of Registrant as specified in its charter)

 Nevada

 87-0622284

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 211 E Osborn Road, Phoenix, AZ

 85012

 (Address of principal executive offices)

 (Zip Code)

 Issuer's telephone number, including area code: ( 480) 399-2822

 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, par value $0.001 per share

 CELZ

 The NASDAQ Stock Market LLC

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 30, 2023, the aggregate market value of the registrant's common stock held by non-affiliates was $ 6,633,274 based on the closing price on the over-the-counter market of such common stock on such date.

 As of March 22, 2024, there were 1,356,626 shares of the registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 Item 10. Directors, Executive Officers and Corporate Governance

 The following table sets forth information concerning our directors and executive officers:

 Name

 Position

 Age

 Timothy Warbington

 President, Chief Executive Officer and Director

 Donald Dickerson

 Chief Financial Officer & Senior Vice-President and Director

 Michael H. Finger (1)(2)(3)

 Susan Snow (1)(2)(3)

 Bruce S. Urdang (1)(2)(3)

 (1) Member of the audit committee.
 (2) Member of the corporate governance and nominating committee.
 (3) Member of the compensation committee.

 Timothy Warbington. Mr. Warbington has served as our director and as Chief Executive Officer since February 2016 and has served as a director, Chief Executive Officer and President of CMH since October 2011. He has over 25 years of executive level management experience. Mr. Warbington received a Bachelor's Degree in Accounting from Arizona State University in 1984. From 1993 through 2007 he owned and operated a multi-million dollar national agricultural (produce) and finance company with annual revenues of $5,000,000 to $12,000,000. Prior to that, he served as Chief Operating Officer of the U.S. subsidiary of a British firm engaged in the international food trade. For eight years, Mr. Warbington has invested in the biotechnology industry and has provided strategic and tactical advice as a consultant to a publicly traded bio-tech firm. In connection with this experience, he has built a network of scientists, physicians and executives to participate as executive officers and directors of CMH.

 Mr. Warbington's experience as an executive, and in particular with respect to biotechnology companies, qualify him to serve as one of our directors.

 Donald Dickerson. Mr. Dickerson has served as our director and as Chief Financial Officer and Senior Vice-President since February 2016, and has served as a director and as Vice President and Chief Operating Officer of CMH since June 2014. He received his Masters of Business Administration in Finance from the University of Southern California in May 1992. Mr. Dickerson has worked in a number of management and accounting positions and has experience with companies in the technology, manufacturing and health sciences area. From October 2003 until February 2009 he was employed as a vice-president for JP Morgan Chase in finance; from March 2009 until May 2014 he served as a director for GMT Ventures in finance and operations; and from June 2011 until May 2014 he also served as CFO for Medistem, Inc.

 Michael H. Finger. Mr. Finger has served as a director of ours since December 2, 2021, and is the manager and principal member of Alternative Sales Source, LLC, a real estate consulting firm that he founded in 2017. Prior to founding Alternative Sales Source, LLC, Mr. Finger was active as the founder and principal shareholder of the related companies, Hyland Bay Systems, of which he was Chief Financial Officer, and Hyland Bay Realty, both of which he sold in 2016. Mr. Finger also founded Cardinal Financial Services, Inc., a national commercial real estate mortgage brokerage firm that he operated for over 20 years until its sale in 2007. Mr. Finger received his MBA in finance from Colombia University and holds a B.A. in biology from Boston University.

 Mr. Finger's business and financial experience and expertise qualify him to serve as one of our directors.

 Susan Snow. Ms. Snow has served as a director of ours since December 2, 2021. From January 2018 until January 2022, Ms. Snow served as Senior VP, Operations at Redhorse, a consulting firm specializing in contacts and relationships with U.S. governmental agencies. Previously, from May 2009 until January 2018, she was a principal at Transitional Finance Partners. Ms. Snow has also served as a director of NeoVolta Inc. since July 2022. She began her professional career and earned her CPA at KPMG, where she spent 4 years before leaving for a Chief Financial Officer role in private industry.

 Ms. Snow's financial and corporate experience and expertise qualify her to serve as one of our directors.

 Bruce S. Urdang, Esq. Mr. Urdang has served as a director of ours since December 2, 2021, and is an attorney in private practice, having represented clients in real estate and business transactions, and commercial litigation, at the Law Offices of Bruce S. Urdang, J.D. since 1989. Mr. Urdang has also been a professor at Northern Arizona University's School of Hotel and Restaurant Management since 1989. Mr. Urdang received his J.D. from St. John's School of Law and holds a B.A. in political science from the State University of New York, Oneonta.

 Mr. Urdang's legal and business experience and expertise qualify him to serve as one of our directors.

 Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Except as set forth above, there are no family relationships among any of our directors or executive officers.

 Audit Committee

 We have an audit committee comprised of Susan Snow, Bruce Urdang and Michael Finger. Susan Snow serves as the chairperson of our audit committee. Our Board has determined that each member of our audit committee meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Our Board has also determined that Susan Snow is an "audit committee financial expert" as defined in the rules of the SEC and has the requisite financial sophistication as defined under the listing standards of Nasdaq. The responsibilities of our audit committee include, among other things:

 selecting and hiring the independent registered public accounting firm to audit our financial statements;

 overseeing the performance of the independent registered public accounting firm and taking those actions as it deems necessary to satisfy itself that the accountants are independent of management;

 reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal control over financial reporting and disclosure controls;

 preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

 reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

 overseeing our policies on risk assessment and risk management;

 reviewing related party transactions; and

 approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm.

 Our audit committee operates under a written charter which satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq, and is available on our website at www.creativemedicaltechnology.com.

 Code of Ethics

 The Board adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and agents and representatives, including consultants. A copy of the code of ethics and conduct is be available on our website at www.creativemedicaltechnology.com. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website identified above.

 Delinquent Section 16(a) Reports

 The were no persons who, at any time during the fiscal year ended December 31, 2023, was a director, executive officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

 Item 11. Executive Compensation

 The following table contains information concerning the compensation paid during our fiscal years ended December 31, 2023 and 2022 to Timothy Warbington, our Chief Executive Officer, and Donald Dickerson, our Chief Financial Officer, who served as our only executive officers during 2023 and 2022 (collectively, our "Named Executive Officers").

 SUMMARY COMPENSATION TABLE

 Name & Principal Position

 Year

 Salary
 ($)

 Option
 Awards
 ($) (1)

 All Other Compensation
 ($)

 Total
 ($)

 Timothy Warbington

 2023

 330,000

 -0-

 192,620

 522,620

 Chief Executive Officer

 2022

 330,000

 40,224

 99,000

 469,224

 Donald Dickerson

 2023

 300,000

 -0-

 167,250

 467,250

 Chief Financial Officer

 2022

 300,000

 36,555

 90,000

 426,555

 (1)

 Reflects the award of (i) an option to purchase 5,324 shares of common stock at an exercise price of $16.90 vesting over three years, awarded to Donald Dickerson in 2022, (ii) fully vested warrants to purchase (i) 1,000 shares of common stock at an exercise price of $150.00, awarded to Donald Dickerson in 2021, and (iii) an option to purchase 5,858 shares of common stock at an exercise price of $16.90 vesting over three years, awarded to Timothy Warbington in 2022. The dollar figures represent the value of the awards at grant date as calculated under FASB ASC Topic 718. Messrs. Warbington and Dickerson will not realize the estimated value of these awards in cash until these awards are exercised and sold. See Notes 6 and 7 to our audited financial statements for the year ended December 31, 2023 for the assumptions we made in the valuation of these options and warrants, respectively.

 Outstanding Equity Awards at Fiscal Year End

 As of December 31, 2023, our Named Executive Officers had outstanding unexercised options as set forth below. Our named Executive Officers did not have any unvested stock awards outstanding at December 31, 2023.

 Name

 Number of securities underlying unexercised options
 (#) exercisable

 Number of securities underlying unexercised options
 (#) unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration Date
 ($)

 Timothy Warbington (1)

 2,929

 2,929

 16.90

 February 9, 2032

 Donald Dickerson (1)

 2,662

 2,662

 16.90

 February 9, 2032

 (2)

 1,000

 -0-

 150.00

 July 15, 2031

 (2)

 2,0,00

 -0-

 20.00

 December 28, 2030

 (1)

 These options vested 25% on the date of grant and vest as to 25% on each of the next three anniversaries of the date of grant.

 (2)

 These are warrants that were fully vested upon issuance.

 Employment Agreements

 On February 9, 2022, we entered into written Employments Agreements with our Named Executive Officer, Timothy Warbington and Donald Dickerson, the Company's Chief Financial Officer. The Employment Agreements are identical in all material respects other than with respect to base salary, which is $330,000 per annum for Mr. Warbington, and $300,000 per annum for Mr. Dickerson.

 Additional terms of the Employment Agreements include the following:

 Each Employment Agreement is for a three-year term, subject to automatic renewal for successive three-year periods unless either party provides notice of non-renewal prior to the then end of the term.

 Each executive is entitled to an annual cash bonus targeted at 30% of his base salary.

 Each executive is entitled to an annual grant of an option to purchase a number of shares of our common stock with a value as of the date of grant of 30% of the executive's base salary, vesting over a three-year period. The initial stock option grant under each Employment Agreement was made on February 9, 2022.

 In the event of the termination of the executive's employment by the Company other than for Cause, or by the Executive for Good Reason (as such terms are defined in the Employment Agreements), the executive will be entitled to continued payment of base salary and annual bonuses for two years.

 Compensation of Directors

 The following table shows certain information with respect to the compensation of all of our non-employee directors during our year ended December 31, 2023.

 Name

 Fees Earned or Paid in Cash
 ($)

 Option Awards (1) ($)

 All other compensation ($)

 Total
 ($)

 Michael Finger

 80,000

 -0-

 -0-

 100,000

 Susan Snow

 120,000

 -0-

 -0-

 120,000

 Bruce Urdang

 100,000

 -0-

 -0-

 100,000

 We have adopted a compensation program for non-employee directors under which each such director is paid an annual retainer of $80,000, plus $20,000 for each committee they chair. We may pay such amounts in a combination of cash and stock.

 Item 12. Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2024, as adjusted to reflect the sale of common stock offered by us in this offering, for:

 each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock;

 each of our named executive officers;

 each of our directors and director nominees; and

 all of our executive officers and directors as a group.

 The percentage of beneficial ownership information shown in the table is based on 1,356,626 shares of common stock currently outstanding.

 Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of warrants that are either immediately exercisable or exercisable within 60 days of April 15, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

 Names and Address of Individual or Identity of Group(1)

 Number of Shares Beneficially Owned

 Beneficial Ownership (%)

 Officers and Directors

 Timothy Warbington

 39,298
 (2)

 2.9
 %

 Donald Dickerson

 7,010
 (3)

 *

 Michael H. Finger

 1,851

 *

 Susan Snow

 -0-

 *

 Bruce S. Urdang

 -0-

 *

 All Directors and Executive Officers as a Group (5 Persons)

 48,159
 (4)

 3.6
 %

 5% Holders

 N/A

 * Less than one percent.

 (1)

 Unless otherwise indicated, the business address of each officer and director of the Company is c/o Creative Medical Technology Holdings, Inc., 211 E. Osborn Road, Phoenix, AZ 85012.

 (2)

 Includes 22,695 shares beneficially owned by Creative Medical Health, Inc., of which Mr. Warbington serves as President and Chief Executive Officer, and currently exercisable options to purchase 4,394 shares of Common Stock.

 (3)

 Includes currently exercisable warrants to purchase 3,000 shares of Common Stock and currently exercisable options to purchase 3,993 shares of Common Stock.

 (4)

 Includes 3,000 shares that may be issued under currently exercisable warrants, and 8,387 shares that may be issued under currently exercisable options.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 The following includes a summary of transactions since January 1, 2022 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2023 and 2022, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

 Jadi Cell License Agreement

 On December 28, 2020, we entered into a patent license agreement with Jadi Cell, LLC, a company owned and controlled by Dr. Amit Patel, a former director of ours. The agreement provides us with an exclusive license to U.S. Patent No. 9,803,176 "Methods and compositions for the clinical derivation of an allogenic cell and therapeutic uses" and the proprietary process of expanding the master cell bank of Jadi Cell LLC, in the field of enhancing autologous cells. The agreement includes the following terms:

 We were required to pay an initial license fee of $250,000 either in cash or shares of our common stock at a discount of 25% of the closing price of our common stock on the date of the agreement.

 Within thirty (30) days of the end of each calendar quarter, we are required to pay Jadi Cell five percent (5%) of the net income we generate from ImmCelz during such calendar quarter.

 If we sell or dispose of the ImmCelz business, we will be required to pay Jadi Cell ten percent of the proceeds of the sale.

 The agreement may only be terminated by Jadi Cell if we are in material breach of the agreement, in the event of our bankruptcy, if we cease to engage in the ImmCelz business or if we challenge the validity of the patent rights granted to us under the agreement.

 To date, we have not made any payments to Jadi Cell under this agreement, other than the $250,000 initial license fee, which was paid by the issuance of 18,018 shares of common stock to Jadi Cell in February 2022.

 StemSpine Patent Purchase

 We acquired U.S. Patent No. 9,598,673 covering the use of various stem cells for the treatment of lower back pain from our affiliate CMH pursuant to a Patent Purchase Agreement dated May 17, 2017, which was amended in November 2017. The inventors of the patent were Thomas Ichim, PhD and Amit Patel, MD, former directors of ours, and Annette Marleau, PhD. As amended, the Patent Purchase Agreement includes the following terms:

 We were required to pay CMH $100,000 within 30 days of demand as an initial payment.

 Upon the determination to pursue the technology via use of autologous cells, we were required to pay CMH:

 o

 $100,000 upon the signing agreement with a university for the initiation of an IRB clinical trial.

 o

 $200,000, upon completion of the IRB clinical trial.

 o

 $300,000 in the event we commercialize the technology via use of autologous cells by a physician without a clinical trial.

 In the event we determine to pursue the technology via use of allogenic cells, we are required to pay CMH:

 o

 $100,000 upon filing an IND with the FDA.

 o

 $200,000 upon dosing of the first patient in a Phase 1-2 clinical trial.

 o

 $400,000 upon dosing the first patient in a Phase 3 clinical trial.

 Each payment may be made in cash or shares of our common at a discount of 30% to the recent trading price.

 In the event our shares of common stock trade below $0.01 per share for two or more consecutive trading days, the number of any shares issuable as payment doubles.

 For a period of five years from the date of the first sale of any product derived from the patent, we are required to make royalty payments of 5% from gross sales of products, and 50% of sale price or ongoing payments from third parties for licenses granted under the patent to third parties.

 We paid CMH the $100,000 obligation of the initial payment due under this agreement, by a $50,000 cash payment and the issuance of 6,667 shares of common stock on December 12, 2019. On December 31, 2019, following our announcement with respect to the clinical commercialization of the StemSpine technology, we paid CMH $50,000 of the $300,000 obligation due under this agreement through the issuance of 133 shares of common stock. On September 30, 2020 we paid CMH an additional $40,000 of the $300,000 obligation due under this agreement through the issuance of 84,656 shares of common stock, and in January 2021 we paid CMH an additional $50,000 of the $300,000 obligation due under this agreement through the issuance of 89,286 shares of common stock. The remaining portion of the $300,000 obligation has been paid in cash. In August 2023, we paid CMH $100,000 related to the filing of an IND with the FDA per the terms of the agreement.

 Research and Development Purchase

 On December 15, 2022, we purchased a set of components referred to as "research tools" for $5,000,000 from Narkeshyo LLC, an entity a former director and current consultant of ours is affiliated with, pursuant to the terms of an Asset Purchase Agreement between the Company and Narkeshyo. Some of the acquired research tools were originally developed by the former director and current consultant. Under the terms of the agreement, we made an initial payment to Narkeshyo in the amount of $2,000,000 upon execution of the agreement, with the remaining amounts to be paid at various times through March 15, 2023, which were made as scheduled. Upon execution of the agreement, we recorded $5,000,000 as research and development expenses.

 The vision and pipeline of the Company is based on robust and thorough development of its biological platforms, therapies and products. This acquisition of the research tools aligned with the Company's priority of advancing and augmenting its suite of cGMP (Current Good Manufacturing Practices) cellular therapy products. The Company believes that the acquired research tools will allow it to protect its intellectual property while complying with regulatory requirements, and accelerate product development. The information contained in the research tools will not only be used to support and fast-track the Company's regulatory filings (such as IND, NDA, ANDA and export applications), but also, provide clinical and regulatory support to potential partners and collaborators without having to divulge trade secrets and know-how.

 A third-party analysis of this acquisition concluded it would accelerate development time by 3-5 years and result in a substantial reduction in the Company's research and development expenses over the long term.

 The purchased tools included (but were not limited to):

 Toxicology

 Screening

 Preclinical Testing

 Assays

 Authorization

 Tools of Biological Transaction

 Tools of Intellectual Property

 Related-Person Transactions Policy And Procedures

 We have a written Related-Person Transactions Policy that sets forth the Company's policies and procedures regarding the identification, review, consideration and approval or ratification of "related-persons transactions." For purposes of our policy only, a "related-person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company and any "related person" are participants involving an amount that exceeds $25,000. Transactions involving compensation for services provided to the Company as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.

 Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information supplied by its executive officers and directors. In considering related-person transactions, the Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products, and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Committee look at, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in the good faith exercise of its discretion.

 Director Independence

 Our Board of Directors currently consists of five directors, three of whom are "independent" as defined under the rules of the Nasdaq Capital Market because they are not employees or executive officers of ours, and have not been paid more than $120,000 of compensation by us in any consecutive 12-month period during the past three years. Timothy Warbington, our Chief Executive Officer, and Donald Dickerson, our Chief Financial Officer, are not independent directors due to their employment by us as executive officers.

 Item 14. Principal Accountant Fees and Services

 The following table sets forth all fees accrued or paid to Haynie & Company, Salt Lake City, Utah, PCAOB ID 457, for the years ended December 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Audit Fees (1)

 $
 111,000

 $
 111,000

 Audit-Related Fees

 $
 -

 $
 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 111,000

 $
 111,000

 (1)

 Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

 Pre-approval Policy. Under our audit committee's policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants' independence.

 Item 15. Exhibits, Financial Statement Schedules.

 Exhibits

 31.1

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer*

 31.2

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Financial Officer*

 * Filed herewith.

 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.

 CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

 Date: April 29, 2024

 By:

 /s/ Timothy Warbington

 Timothy Warbington, Chief Executive Officer

 (Principal Executive Officer)

 Date: April 29, 2024

 By:

 /s/ Donald Dickerson

 Donald Dickerson, Chief Financial Officer

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 NAME

 TITLE

 DATE

 /s/ Timothy Warbington

 Director & Chairman

 Timothy Warbington

 /s/ Donald Dickerson

 Donald Dickerson

 /s/ Michael H. Finger

 Michael H. Finger

 /s/ Susan Snow

 Susan Snow

 /s/ Bruce S. Urdang

 Bruce S. Urdang


10-K/A
 FORM 10-K/A

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K/A
 (Amendment No. 1)

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

 For the fiscal Year ended December 31, 2023
 or

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

 For the transition period from ________ to ________.

 Commission file number: 001-41309

 iCoreConnect Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 86-2462502

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 529 E Crown Point Road, Suite 250 Ocoee, FL 34761
 (Address of principal executive offices) (Zip Code)

 (888) 810-7706
 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbols(s)

 Name of each exchange on which registered

 Common stock, par value $0.0001 per share

 ICCT

 The NASDAQ Stock Market LLC

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

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 Emerging Growth Company

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

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

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

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

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

 The aggregate market value of voting and non-voting stock held by non-affiliates of FG Merger Corp. ("FG"), our predecessor, on June 30, 2023, based on the closing price of $10.53 for shares of FG's common stock, was approximately $85.2 million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates.

 The number of shares outstanding of the Registrant's Common Stock as of April 18, 2024: 10,150,753

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 iCoreConnect Inc. is filing this Amendment No. 1 on Form 10-K/A, or this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or the Original 10-K, originally filed with the U.S. Securities and Exchange Commission, or SEC, on April 19, 2024, or Original Filing Date, solely for the purpose of including the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Original 10-K by reference from our definitive proxy statement so long as such proxy statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include the Part III information in the Original Form 10-K because we will not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Original 10-K.

 This Amendment No. 1 amends and restates in their entirety Items 10 through 14 of the Original 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, this Amendment No. 1 also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications of our principal executive officer and principal financial officer as exhibits. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of our principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with Amendment No. 1.

 Except as described above, no other changes have been made to the Original 10-K. The Original 10-K continues to speak as of the date of the Original 10-K, and we have not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K. Defined terms used, but not defined, herein have the meanings ascribed to them in the Original 10-K.

 Unless stated otherwise, references in this Amendment No. 1 to "iCoreConnect", "the Company", or "we", "our" and "us" are used herein to refer to iCoreConnect Inc.

 Page

 10. Directors, Executive Officers and Corporate Governance

 11. Executive Compensation

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

 13. Certain Relationships and Related Transactions, and Director Independence

 14. Principal Accounting Fees and Services

 15. Exhibits, Financial Statement Schedules

 Signatures

 Items 10. Directors, Executive Officers and Corporate Governance

 Directors and Executive Officers

 The following table sets forth the names and ages of all of our directors and executive officers as of December 31, 2023. Our officers are appointed by, and serve at the pleasure of, the Board of Directors.

 Name

 Age

 Position

 Robert P. McDermott

 Chief Executive Officer and President

 Archit Shah

 Chief Financial Officer

 David Fidanza

 Chief Information Officer

 Muralidar Chakravarthi

 Chief Technology Officer

 Joseph Gitto

 Director

 John Pasqual

 Director

 Kevin McDermott

 Director

 Harry Travis

 Director

 Set forth below is biographical information about each of the individuals named in the tables above:

 Robert P. McDermott (age 57) has been Chief Executive Officer and President of iCoreConnect and is a member of the Company's board of directors since August 2023. He is a 30-year veteran in sales, operations and finance. Mr. McDermott has had a successful career as an entrepreneur while demonstrating strong leadership skills in running these organizations. Mr. McDermott's Company (AXSA Document Solutions Inc.) made the prestigious Inc. 500 list and was listed as the 173rd fastest growing Company in America while he was CEO. He joined iCoreConnect Inc. (Nevada) (the predecessor to iCoreConnect) in 2013, bringing more than 25 years of technology industry leadership, and executive management experience to his role with the Company. Mr. McDermott has held positions in various companies as either CEO or President. He has a bachelor's degree majoring in Finance from Dowling College, NY. Mr. R. McDermott is currently the Chair of the Board. We believe that Mr. McDermott's history with our company and knowledge of our business provides him with the qualifications to serve as a director.

 Archit Shah (age 49) has served as Chief Financial Officer of iCoreConnect Inc. (Nevada) (the predecessor to iCoreConnect) since September 2021. Mr. Shah brings over 20 years of finance and accounting experience to iCoreConnect. Mr. Shah has extensive experience as a finance and operations consultant focused on start-ups, turnarounds and restructurings in a variety of industries ranging from pharmaceutical companies to consumer health products to fitness concepts. Mr. Shah owned and operated several franchise concepts since 2016 as well as his running his own financial consulting practice since 2014, prior to which he was the Chief Financial Officer for XOS Digital Inc from 2012 to 2014. Mr. Shah holds a Bachelor of Commerce (Honors) from the University of Manitoba and is a designated Chartered Professional Accountant (CPA, CA) from the Chartered Professional Accountants of Manitoba. He is also a Certified Public Accountant by the State of Illinois.

 David Fidanza (age 61) joined iCoreConnect Inc. (Nevada) (the predecessor to iCoreConnect) in April 2015 as the Director of Software Implementation and has served as Chief Information Officer September 2017. His focus over the past 15 years has been on the design, implementation and support of enterprise level software solutions that focus on managing, securing, and delivering data. Mr. Fidanza oversees the MSaaS IT Department, and Content Development Initiatives. Mr. Fidanza holds a Diploma in Computer Processing from The Computer Processing Institute Diploma in New Jersey as wells as over 30 technical and software certifications in various products and softwares.

 Muralidar Chakravarthi (age 44) has served as Chief Technology Officer of iCoreConnect Inc. (Nevada) (the predecessor to iCoreConnect) since October 2013 and is currently responsible for understanding the business needs and managing the successful design, development and deployment of iCoreConnect's products and services. Mr. Chakravarthi has extensive experience in designing, developing and deploying multiple products and solutions to market. He was previously the Chief Software Architect for Nasplex Datacenters, LLC from 2010 through 2013, which was acquired by Transformyx Technologies, Inc. His job duties at Nasplex were to manage the design and development of various products and services. His role also included identifying key solutions for certain market spaces. He was also a cofounder of Team Cajunbot (University of Louisiana) — one of the teams that participated and was selected to run in the finals in the DARPA grand challenge for autonomous vehicle research (2004 – 2006). He holds a Master of Science in Computer Science from Southern Illinois University.

 Joseph Gitto (age 61) has been a director of iCoreConnect since August 2023. From January 2012 until March 2019, Mr. Gitto served as co-owner, president, chief financial officer and director of sales of BrightStar Home Health Care, a franchise that provides home skilled and non-skilled care to seniors and pediatrics. From April 2019 to June 2023, Mr. Gitto served as financial planner, business development for Heritage Investment Group. Mr. Gitto is an accomplished senior Finance, Sales and Operational Executive, Entrepreneur, Coach, Thought Leader, and Board Member with more than 25 years of success in various industries covering both public and private entities. Mr. Gitto holds a BS Accounting from Baruch College-CUNY. Mr. Gitto is the lead independent director and chair of the Audit Committee and sits on the Compensation Committee and the Nominating and Governance Committee. We believe that Mr. Gitto's finance and operational experiences provides him with the qualifications to serve as a director.

 John Pasqual (age 53) has been a director of iCoreConnect since August 2023. Dr. Pasqual served as Clinical Associate Professor at the University of Florida from 2013 to 2015 and has practiced as a board-certified oral & maxillofacial surgeon in private practice since 2010. Dr. Pasqual brings extensive experience and expertise in healthcare to iCoreConnect. Dr. Pasqual holds a Doctor of Dental Medicine degree from the University of Pittsburgh and multiple certificates in Oral and Maxillofacial Surgery, Anesthesia and Dentistry from Case Western Reserve University. Dr. Pasqual earned his Bachelor of Arts in Biology & English Literature at the University of Denver. He is a Fellow of the American College of Oral and Maxillofacial Surgery, American Association of Oral and Maxillofacial Surgeons, and Diplomate of the American Board of Oral and Maxillofacial Surgery. Dr. Pasqual is past president of the Atlantic Coast Dental Association and South Palm Beach County Dental Association and maintains membership in a number of professional associations and societies. Dr. Pasqual is an independent director and chair of the Nominating and Governance Committee and sits on the Audit Committee and Compensation Committee. We believe that Dr. Pasqual's experience in the dental industry provides him with the qualifications to serve as a director.

 Kevin McDermott (age 58) has been a director of iCoreConnect since August 2023. Mr. McDermott has been with SAP North America for over 20 years and has held various roles throughout his tenure including Director of Software Sales North America, Vice President of Sales and he currently the Head of Channel Sales. Mr. K. McDermott does not have any committee assignments and is deemed not to be independent. We believe that Mr. K. McDermott's business and sales experience provides him with the qualifications to serve as a director.

 Harry Travis (age 69) has been a director of iCoreConnect since August 2023. Mr. Travis has been president of The Travis Group, a pharmacy and health care consulting firm since June 2022, prior to which he was the Senior Vice President Member Service Operations for CVS Caremark where he over saw 30,000 employees and help manage over 200 plus insurance plans. Prior to this role, Mr. Travis was also the President and CEO of eTectRx a company specializing in medical adherence through microchip pill technology. Mr. Travis holds a BS in Pharmacy from the University of Pittsburgh, School of Pharmacy and an MBA from The Darden School at the University of Virginia. Mr. Travis is an independent director and chair of the Compensation Committee and sits on the Audit Committee and Nominating and Governance Committee. We believe that Mr. Travis's operational experience and experience in the medical industry provides him with the qualifications to serve as a director.

 There are no family relationships among any of our directors and executive officers, other than Robert McDermott and Kevin Patrick McDermott are cousins.

 GOVERNANCE OF THE COMPANY

 Board Oversight of Risk

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

 Audit Committee

 Our Audit Committee is composed of three directors. The current members are Harry Travis, John Pasqual and Joseph Gitto (Chair). Our Board has determined that Joseph Gitto is an "Audit Committee Financial Expert," as defined by the SEC rules.

 Our Audit Committee, among other things is responsible for:

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

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

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

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

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

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

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

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

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

 Reviewing and approving related-party transactions; and

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

 Nominating and Governance Committee

 Our Nominating and Governance Committee is composed of three directors. The current members are Harry Travis, John Pasqual (Chair) and Joseph Gitto.

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

 To evaluate the qualifications of candidates for Board membership and, following consultation with the Chief Executive Officer, recommend to the Board nominees for open or newly created director positions;

 To consider nominees recommended by stockholders as long as such recommendations are received at least 120 days before the stockholders meet to elect directors;

 To periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board, and submit to the Board on an annual basis a report summarizing its conclusions regarding these matters;

 To provide an orientation and education program for Directors; and To perform such other duties as the Board may assign to the Committee.

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

 To periodically assess the current structure and operations of the committees of the Board and recommend changes to the Board;

 To develop and recommend to the Board corporate governance guidelines and to review such guidelines at least annually and recommend to the Board changes as necessary;

 To develop and recommend to the Board procedures for the evaluation and self-evaluation of the Board and its committees and to oversee the evaluation process;

 To perform an evaluation of the Committee's performance at least annually to determine whether it is functioning effectively; and

 To periodically review the compensation of the Board and recommend changes to the Board.

 Compensation Committee

 Our Compensation Committee is composed of three directors. The current members are Harry Travis (Chair), John Pasqual and Joseph Gitto.

 Our Compensation Committee advises our Board with respect to our compensation practices and administers our 2023 Stock Plan. The principal duties and responsibilities of our Compensation Committee include:

 Reviewing and approving compensation principles that apply generally to our employees;

 Establishing and reviewing corporate goals and objectives relevant to the compensation of the Chief Executive Officer and evaluating his performance in light of the established goals and objectives and approving their annual compensation;

 Reviewing, based primarily on the evaluations and recommendations of the Chief Executive Officer, the performance of the other executive officers and all direct reports of our Chief Executive Officer;

 Overseeing our compliance with the requirements under trading market regulatory rules with respect to our long-term incentive compensation plan; and

 Reviewing and discussing compensation programs that may create incentives that can affect our risk and management of that risk.

 Code of Ethics

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

 Nomination of Director Candidates

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

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

 A stockholder wishing to nominate a candidate for election to our Board of Directors at any annual meeting at which the Board has determined that one or more directors will be elected must submit a written notice of his or her nomination of a candidate to the Corporate Secretary, providing the candidates name, biographical data and other relevant information together with a consent from the nominee. The submission must comply with the advance notice provisions of our Bylaws so as to permit the Board of Directors time to evaluate the qualifications of the nominee.

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

 Insider Trading Policy

 Our Board has adopted an Insider Trading Policy that applies to all of our directors, executive officers, and employees. The policy attempts to establish standards that will avoid even the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain the confidentiality of information about the Company and to not engage in transactions in the Company's securities while aware of material nonpublic information.

 Anti-Hedging Policy

 Our policies prohibit directors, officers and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities without our prior approval.

 Delinquent Section 16(A) Reports

 Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding shares of common stock to file reports with the SEC disclosing their ownership of common stock at the time they become subject to Section 16(a) and changes in such ownership that occur during the year. Based solely on a review of copies of such reports furnished to us, or on written representations that no reports were required, we believe that all directors, executive officers and holders of more than 10% of the common stock complied in a timely manner with the filing requirements applicable to them with respect to transactions during the year ended December 31, 2023, except: (i) a Form 4 for Robert McDermott, with an additional 21,156 shares of common stock; 9,673 shares of Series A preferred Stock; 39,000 common stock warrants with an exercise price of $1.36 and 452,414 common stock options with an exercise price of $3.71; (ii) a Form 4 for David Fidanza with an additional 36,757 shares of Series A Preferred Stock and 75,402 common stock options with an exercise price of $3.71; (iii) a Form 4 for Muralidar Chakravarthi with an additional 75,402 common stock options with an exercise price of $3.71; and (iv) a Form 4 for Archit Shah with an additional 10,578 shares of common stock and 64,343 common stock options with an exercise price of $3.82.

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Officer Compensation

 The following table presents summary information regarding the total compensation awarded to, earned by and paid to our named executive officers for the years ended December 31, 2023 and 2022:

 Year

 Salary

 Bonus(4)

 Stock
 Awards (1) (2)

 Options
 Awards (1)(2)

 All other compensation (3)

 Total

 Robert McDermott

 2023

 $
 365,104

 $
 125,250

 $
 58,919

 1,978,226

 $
 327,631

 $
 2,855,130

 Chief Executive Officer and President

 2022

 $
 270,417

 $
 -

 $
 396,050

 -

 $
 308,562

 $
 975,029

 David Fidanza

 2023

 $
 216,370

 $
 36,750

 $
 -

 399,158

 $
 11,000

 $
 663,278

 Chief Information Officer

 2022

 $
 165,481

 $
 -

 $
 22,250

 -

 $
 9,000

 196,731

 Muralidar Chakravarthi

 2023

 $
 217,703

 $
 37,500

 $
 -

 401,665

 $
 11,000

 $
 667,868

 Chief Technology Officer

 2022

 $
 165,481

 $
 -

 $
 22,250

 -

 $
 9,000

 $
 196,731

 Archit Shah

 2023

 $
 253,250

 $
 39,000

 $
 26,234

 308,228

 $
 9,000

 $
 635,712

 Chief Financial Officer

 2022

 $
 235,625

 $
 -

 $
 -

 -

 $
 6,000

 $
 241,625

 Jeffery Stellinga

 2023

 $
 160,417

 $
 -

 $
 -

 148,822

 $
 51,000

 $
 360,239

 VP of Business Development

 2022

 $
 150,313

 $
 -

 $
 40,050

 -

 $
 9,000

 $
 199,363

 (1) Represents the aggregate grant date fair value of the shares of iCoreConnect common stock or option awarded as determined under Financial Accounting Standards Board Accounting Standards Codification Topic No. 718-20, Awards Classified as Equity. For information, regarding the valuation of these awards, including assumptions, refer to the Financial Statements as a part of this filing.

 (2) The grant date fair value of the performance award options, and restricted common stock included in the column is the awarded employment agreement terms determined as of the grant date.

 (3) All Other compensation represents commissions and fringe benefits including car allowance and health care reimbursement.

 (4) The Bonus is subject to the Company raising funds in excess of $5,000,000 during 2024.

 Narrative Disclosure to Summary Compensation Table

 General

 We have compensated our named executive officers through a combination of base salary, cash bonuses, equity awards and other benefits, including certain perquisites.

 Base Salary

 Our Compensation Committee reviews and approves base salaries of our named executive officers. In setting the base salary of each named executive officer for the periods presented above, the Compensation Committee relied on market data. Salary levels are typically considered annually as part of our regularly scheduled performance review process and otherwise upon a promotion or other change in job responsibility.

 Bonus

 Our named executive officers are also eligible to receive an annual bonus as a percentage of base salary. Historically, these bonuses have been discretionary based on general company performance. Commencing in 2024, our Compensation Committee will evaluate bonuses based on the Company's achievement of various specified metrics. Annual incentive awards are intended to recognize and reward those named executive officers who contribute meaningfully to our performance for the corresponding year. Our Board has discretion to determine whether and in what amounts or form (cash or stock) any such bonuses will be paid in a given year.

 Equity Awards

 Our named executive officers are also eligible to receive an annual equity grant. The target amount of the grant is set forth in their employment agreement, although the final determination for any equity grants remain at the discretion of the Compensation Committee. For options, we set the option exercise price, and grant date fair value based on the closing price of our common stock on Nasdaq on the date of grant. For other equity awards, the grant date fair value is based on the closing price of our common stock on Nasdaq on the date of grant.

 Equity Awards

 The following table sets forth certain information concerning our outstanding equity awards for our named executive officers at December 31, 2023.

 Outstanding Equity Awards At Fiscal Year-End

 Name

 Grant Date of Equity Award

 Number of Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option Exercise
 Price ($)

 Robert McDermott

 226,207

 226,207

 $
 3.71

 David Fidanza

 37,701

 37,701

 $
 3.71

 Muralidar Chakravarthi

 37,701

 37,701

 $
 3.71

 Archit Shah

 32,171

 32,171

 $
 3.82

 Jeffery Stellinga

 22,341

 22,341

 $
 3.71

 Employment Agreements

 Chief Executive Officer

 We entered into an employment agreement, effective September 1, 2023, with Robert McDermott, pursuant to which he agreed to serve as our Chief Executive Officer for an initial term of three years, which will be automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. Mr. McDermott's agreement provided for an initial annual base salary of $500,000. Mr. McDermott is eligible to receive an annual bonus of up to 100% of his base salary, provided final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. Pursuant to his agreement, for each fiscal year during the term, Mr. McDermott will be entitled to an annual equity grant of up to $2,500,000; provided that the final determination on the amount of the annual grant, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.

 If Mr. McDermott's employment is terminated at our election without "cause", or by Mr. McDermott for "good reason," Mr. McDermott shall be entitled to receive severance payments equal to 18 months of Mr. McDermott's base salary; provided that such amounts shall be increased to 24 months of Mr. McDermott's base salary if Mr. McDermott's agreement is terminated without "cause" or by Mr. McDermott for "good reason" within three months prior to or twelve months after of a "change of control." In addition, if Mr. McDermott's agreement is terminated without "cause" or by Mr. McDermott for "good reason" within three months prior to or twelve months after of a "change of control," any of the unvested equity awards shall also immediately vest. During any period that Mr. McDermott is entitled to severance payments, the Company will continue to pay the same portion of Mr. McDermott's medical and dental insurance premiums under COBRA as during active employment until the earlier of (1) six months from the termination of employment, or (2) the date Mr. McDermott is eligible for medical and/or dental insurance benefits from another employer. Mr. McDermott agreed not to compete with us until 12 months after the termination of his employment.

 Chief Financial Officer

 We entered into an employment agreement, effective September 1, 2023, with Archit Shah, pursuant to which he agreed to serve as our Chief Financial Officer for an initial term of three years, which will be automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. Mr. Shah's agreement provided for an initial annual base salary of $314,000. Mr. Shah is eligible to receive an annual bonus of up to 50% of his base salary, provided final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. Pursuant to his agreement, Mr. Shah for each fiscal year during the term, Mr. Shah will be entitled to an annual equity grant of up to $693,000; provided that the final determination on the amount of the annual grant, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.

 If Mr. Shah's employment is terminated at our election without "cause", or by Mr. Shah for "good reason," Mr. Shah shall be entitled to receive severance payments equal to six months of Mr. Shah's base salary; provided that such amounts shall be increased to 12 months of Mr. Shah's base salary if Mr. Shah's agreement is terminated without "cause" or by Mr. Shah for "good reason" within three months prior to or twelve months after of a "change of control." In addition, if Mr. Shah's agreement is terminated without "cause" or by Mr. Shah for "good reason" within three months prior to or twelve months after of a "change of control," any of the unvested equity awards shall also immediately vest. During any period that Mr. Shah is entitled to severance payments, the Company will continue to pay the same portion of Mr. Shah's medical and dental insurance premiums under COBRA as during active employment until the earlier of (1) six months from the termination of employment, or (2) the date Mr. Shah is eligible for medical and/or dental insurance benefits from another employer. Mr. Shah agreed not to compete with us until 12 months after the termination of his employment.

 Chief Operating Officer

 We entered into an employment agreement, effective September 1, 2023, with David Fidanza pursuant to which he agreed to serve as our Chief Operating Officer for an initial term of three years, which will be automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. Mr. Fidanza's agreement provided for an initial annual base salary of $296,000. Mr. Fidanza is eligible to receive an annual bonus of up to 50% of his base salary, provided final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. Pursuant to his agreement, Mr. Fidanza for each fiscal year during the term, Mr. Fidanza will be entitled to an annual equity grant of up to $666,000; provided that the final determination on the amount of the annual grant, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.

 If Mr. Fidanza's employment is terminated at our election without "cause", or by Mr. Fidanza for "good reason," Mr. Fidanza shall be entitled to receive severance payments equal to six months of Mr. Fidanza's base salary; provided that such amounts shall be increased to 12 months of Mr. Fidanza's base salary if Mr. Fidanza's agreement is terminated without "cause" or by Mr. Fidanza for "good reason" within three months prior to or twelve months after of a "change of control." In addition, if Mr. Fidanza's agreement is terminated without "cause" or by Mr. Fidanza for "good reason" within three months prior to or twelve months after of a "change of control," any of the unvested equity awards shall also immediately vest. During any period that Mr. Fidanza is entitled to severance payments, the Company will continue to pay the same portion of Mr. Fidanza's medical and dental insurance premiums under COBRA as during active employment until the earlier of (1) six months from the termination of employment, or (2) the date Mr. Fidanza is eligible for medical and/or dental insurance benefits from another employer. Mr. Fidanza agreed not to compete with us until 12 months after the termination of his employment.

 Chief Technology Officer

 We entered into an employment agreement, effective September 1, 2023, with Murali Chakravarthi pursuant to which each officer agreed to serve as our Chief Technology Officer for an initial term of three years, which will be automatically renewed for additional one-year terms unless either party chooses not to renew the agreement. Mr. Chakravarthi's agreement provided for an initial annual base salary of $300,000. Mr. Chakravarthi is eligible to receive an annual bonus of up to 50% of his base salary, provided final determination on the amount of the annual bonus, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee. Pursuant to his agreement, Mr. Chakravarthi for each fiscal year during the term, Mr. Chakravarthi will be entitled to an annual equity grant of up to $675, 000; provided that the final determination on the amount of the annual grant, if any, will be made by the Compensation Committee of the Board of Directors, based on criteria established by the Compensation Committee.

 If Mr. Chakravarthi's employment is terminated at our election without "cause", or by Mr. Chakravarthi for "good reason," Mr. Chakravarthi shall be entitled to receive severance payments equal to six months of Mr. Chakravarthi's base salary; provided that such amounts shall be increased to 12 months of Mr. Chakravarthi's base salary if Mr. Chakravarthi's agreement is terminated without "cause" or by Mr. Chakravarthi for "good reason" within three months prior to or twelve months after of a "change of control." In addition, if Mr. Chakravarthi's agreement is terminated without "cause" or by Mr. Chakravarthi for "good reason" within three months prior to or twelve months after of a "change of control," any of the unvested equity awards shall also immediately vest. During any period that Mr. Chakravarthi is entitled to severance payments, the Company will continue to pay the same portion of Mr. Chakravarthi's medical and dental insurance premiums under COBRA as during active employment until the earlier of (1) six months from the termination of employment, or (2) the date Mr. Chakravarthi is eligible for medical and/or dental insurance benefits from another employer. Mr. Chakravarthi agreed not to compete with us until 12 months after the termination of his employment.

 Recoupment Policy

 We adopted the iCoreConnect, Inc. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023. In the event that we are required to prepare a financial restatement, the Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company's fiscal year) of less than nine months within or immediately following those three completed fiscal years. "Clawback" or recoupment policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability and reinforces the performance-based principles underlying our executive compensation program.

 Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

 We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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

 The following table sets forth information, as of April 25, 2024, regarding beneficial ownership of our common stock by:

 each of our directors;

 each of our named executive officers;

 all directors and executive officers as a group; and

 each person, or group of affiliated persons, known by us to beneficially own more than five percent of our shares of common stock.

 Beneficial ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security and includes options that are currently exercisable or exercisable within 60 days. Each director or officer, as the case may be, has furnished us with information with respect to beneficial ownership. Except as otherwise indicated, we believe that the beneficial owners of common stock listed below, based on the information each of them has given to us, have sole investment and voting power with respect to their shares, except where community property laws may apply. Except as otherwise noted below, the address for each person or entity listed in the table is c/o iCoreConnect Inc., 529 Crown Point Road, Suite 250, Ocoee, FL 34761.

 As of April 25, 2024

 Shares beneficially
 owned

 Percent of Class (1)

 Name of Beneficial Owner

 Robert McDermott (2)

 1,360,520

 12.77
 %

 Muralidar Chakravarthi (3)

 140,103

 1.37
 %

 David Fidanza (4)

 190,137

 1.85
 %

 Archit Shah (5)

 108,738

 1.06
 %

 Joseph Gitto (6)

 26,187

 Less than 1

 %

 Kevin McDermott (7)

 27,565

 Less than 1

 %

 John Pasqual (8)

 142,755

 1.41
 %

 Harry Travis (9)

 37,987

 Less than 1

 %

 Directors and Executive Officers as a Group (8 persons)

 2,032,492
 (7)

 20.04
 %

 5% or greater shareholder

 Jeffery Stellinga

 645,016

 6.45
 %

 (1) Based on 10,150,753 shares of common stock outstanding as of the Record Date.

 (2) Consists of: (i) 850,683 shares of common stock; (ii) 14,673 shares of common stock underlying the iCoreConnect Preferred Stock; (iii) 3,750 shares of common stock underlying warrants to purchase common stock at an exercise price of $11.50 per share, and (iv) 452,414 common stock options.

 (3) Consists of: (i) 64,700 shares of common stock; and (ii) 75,403 common stock options.

 (4) Consists of: (i) 77,977 shares of common stock; (ii) 36,757 shares of common stock underlying the iCoreConnect Preferred Stock; and (iii) 75,403 common stock options.

 (5) Consists of: (i) 44,395 shares of common stock; and (ii) 64,343 common stock options.

 (6) Consists of: (i) 24,437 shares of common stock; (ii) 1,000 shares of common stock underlying the iCoreConnect Preferred Stock; and (iii) 750 shares of common stock underlying warrants to purchase common stock at an exercise price of $11.50 per share.

 (7) Consists of: (i) 25,815 shares of common stock; (ii) 1,000 shares of common stock underlying the iCoreConnect Preferred Stock; and (iii) 750 shares of common stock underlying warrants to purchase common stock at an exercise price of $11.50 per share.

 (8) Consists of: (i) 138,380 shares of common stock; (ii) 2,500 shares of common stock underlying the iCoreConnect Preferred Stock; and (iii) 1,875 shares of common stock underlying warrants to purchase common stock at an exercise price of $11.50 per share.

 (9) Consists of: (i) 36,237 shares of common stock; (ii) 1,000 shares of common stock underlying the iCoreConnect Preferred Stock; and (iii) 750 shares of common stock underlying warrants to purchase common stock at an exercise price of $11.50 per share.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

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

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

 In June 2022, the Company signed a $100,000 unsecured promissory note with related party with a maturity date six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. At maturity in November 2022, this note was reissued under the same terms with a maturity of date of three (3) months. The Company also issued to the Holder a warrant to purchase 18,813 shares of Company Common Stock with a 5-year term. The exercise price per share of Common stock under this Warrant is $0.25 per share for 9,407 warrants and $0.20 per share for 9,406 warrants. In March 2023, the term of this note was extended to September 1, 2023. In June 2023 the Company signed a $145,010 unsecured promissory note with the same lender with a maturity date of September 1, 2023 after issuance with an interest rate charge of 18% per annum which shall accrue and be paid on the maturity date. The Company has the right to prepay this note without penalty. In October 2023 after the maturity of the notes, the Company entered into two separate new notes; (a) $200,000 Promissory Note with 12% interest per annum which shall be paid on the maturity date which is December 31, 2023. In conjunction with the issuance of the Promissory Note, the Company also issued the investor a five-year warrant (the "Warrant") to purchase 14,000 shares of Company common stock with an exercise price of $2.15 per share, which was 120% of the closing price of the Company's common stock on the date of issuance; (b) the Company issued the investor a convertible promissory note in principal amount of $94,685.91 The maturity of the Convertible Promissory Note is May 26, 2024 and carries an interest rate of 12% per annum and is initially convertible into Company common stock at a conversion rate of $1.80 per share, which was the closing price of the Company's common stock on the date of issuance. In conjunction with the Convertible Promissory Note, the Company also issued the investor 6,629 shares of Company common stock and a five-year warrant to purchase 6,629 shares of Company common stock with an exercise price of $2.15 per share, which was 120% of the closing price of the Company's common stock on the date of issuance. In December 2023, the Company entered into an amendment with holder of an Amendment to Convertible Promissory Notes issued in October 2023 whereby the holder of the Note agreed that the Note would not be convertible into shares of Company Common Stock unless and until the Company's shareholders approve such conversion per Nasdaq Listing Rule 5635(d). The Company and the Note holder also entered into amendments to the warrants to purchase common stock issued in connection with the issuance of the Note, pursuant to which the holder of the Warrants agreed that the Warrants would not become exercisable unless and until the Company's shareholders approve the exercise of the Warrants pursuant to Nasdaq Listing Rule 5635(d).The promissory notes are subordinated to the Company's senior lenders.

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

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

 The Company incurred related party transactions of $103,906 for the year ended December 31, 2023, and $561,975 for the year ended December 31, 2022, in relation to payments of interest and principal on Notes Payable with its Chief Executive Officer. These notes were fully repaid in February 2022 and March 2023 respectively. In July 2023 the Company entered into a $250,000 Promissory Note from a related party to the Chief Executive Officer. This promissory note bears interest of 15% per annum and is due monthly with the principal due at maturity. Net proceeds from the Note will be $200,000 with $50,000 paid to the issuer on closing. Accrued but unpaid interest as of December 30, 2023 was $3,184.

 In June 2022, the Company entered into a $100,000 promissory note with its former Chief Operating Officer. The promissory note has a maturity date of six (6) months after issuance with an interest charge of 14% per annum which shall accrue and be paid on the maturity date. This note was extended to September 1, 2023. The Company has the right to prepay this note without penalty. In June 2023 the former Chief Operating Officer entered into an additional Promissory Note maturing September 1,2023 in the amount of $145,010 bearing 18% per annum with interest and principal due at Maturity. The Company has the right to prepay this note without penalty. All matured notes at September 1, 2023 were reissued under two new notes; (a) $200,000 term note maturing December 31, 2023 with a interest rate of 12% with principal and interest due at maturity along with 14,000 common stock purchase warrants with an exercise price of 120% of the closing price of $1.74 on October 26, 2023 and expiring on October 26, 2028. (b) at $94,686 convertible promissory note, convertible at 120% of the closing price of $1.74 on October 26, 2023 due May 26, 2024 along with 6.629 common stock purchase warrants with an exercise price of 120% of the closing price of $1.74 on October 26, 2023 maturing October 26, 2028 and 6,629 inducement shares. Accrued but unpaid interest as of December 31, 2023 was $6,433.

 On April 8, 2024 with an effective date of January 1, 2024, the Company entered into a securities purchase agreement with a related party pursuant to which the Company issued the related party a convertible note in the principal amount of $200,000 in exchange for $200,000. The maturity of the convertible note is April 30, 2024 and carries an interest rate of 12% per annum and is initially convertible into Company common stock at a conversion rate equal to 120% of the closing price of the Company's common stock on the date of issuance. In conjunction with the April 8, 2024 Note, we issued the investor a five-year warrant to purchase 30,000 shares of our common stock with an exercise price of $1.50.

 On April 8, 2024 with an effective date of January 1, 2024, the Company entered into a securities purchase agreement with a related party pursuant to which the Company issued the related party a promissory note in the principal amount of $260,000 in exchange for $260,000. The maturity of the promissory note is April 30, 2024 and carries an interest rate of 20% per annum. In conjunction with the April 8, 2024 Note, we issued the investor a five-year warrant to purchase 39,000 shares of our common stock with an exercise price of $1.50.

 Procedures for Approval of Related Party Transactions

 Potential related party transactions are identified through an internal review process that includes a review of payments made in connection with transactions in which related persons may have had a direct or indirect material interest. Those transactions that are determined to be related party transactions under Item 404 of Regulation S-K are submitted for review by the Audit Committee for approval and to conduct a conflicts-of-interest analysis. The individual identified as the "related party" may not participate in any review or analysis of the related party transaction.

 Director Independence

 The Board has determined that each of Messrs. Gitto, Pasqual, and Travis, are independent under the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards. Kevin McDermott is related to Robert McDermott and our Board does not consider Kevin McDermott to be independent.

 Item 14. Principal Accounting Fees and Services

 Principal Accounting Fees and Services

 During fiscal years December 31, 2023 and 2022, the Company's independent registered public accounting firms, rendered services to the Company for the following fees:

 2023

 2022

 Audit Fees

 $
 525,506

 $
 195,700

 Tax Fees

 19,120

 17,510

 Total

 $
 544,626

 $
 213,210

 Audit Committee's Pre-Approval Practice

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

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

 (a) Financial Statements

 (1)

 Financial Statements. See Index to the Consolidated Financial Statements, which appear on the Original 10-K. The consolidated financial statements listed in the accompanying Index to the Consolidated Financial Statements are filed therewith in response to this Item.

 (2)

 Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes included in this report.

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

 (b) Exhibits:

 The exhibits listed in Part IV, Item 15(b) of the Original 10-K and the exhibits listed below are filed with, or incorporated by reference into, this report.

 Exhibit No.

 Description

 31.1

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

 31.2

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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 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.

 Date: April 29, 2024

 By:

 /s/ Robert P McDermott

 Robert P McDermott,

 Chief Executive Officer