KonaTel, Inc 10-Q for FY2026 Q2
KonaTel, Inc. (KTEL)
About this 10-Q
KonaTel, Inc filed this 10-Q on August 19, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.87M
- down 13.4% from $2.16M a year earlier
- Net loss
- $199.34K
- compared with a net loss of $1.19M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from ____________ to ____________
Commission
File No.
(Exact name of the issuer as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer I.D. No.) |
(Address of Principal Executive Offices)
(Registrant’s Telephone Number)
The Registrant does not have any securities registered pursuant to Section 12(b) of the Exchange Act.
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.
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).
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 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 ☐ |
| Smaller
reporting company | |
| Emerging
Growth company |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Our website is www.konatel.com.
Our common stock is quoted on the OTC Markets Group, LLC (the “OTC Markets”) in its “OTCQB Tier” under the symbol “KTEL.”
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
| Common Capital Voting Stock, $ par value per share | shares | |
| Class | Outstanding as of August 14, 2026 |
References
In this Quarterly Report, references to “KonaTel, Inc.,” “KonaTel,” the “Company,” “we,” “our,” “us” and words of similar import, refer to KonaTel, Inc., a Delaware corporation, formerly named “Dala Petroleum Corp.,” which is the Registrant; and our wholly owned subsidiaries, KonaTel, Inc., a Nevada corporation (“KonaTel Nevada”), and Apeiron Systems, Inc., a Nevada corporation doing business as “Apeiron” (“Apeiron Systems”); and IM Telecom, LLC, an Oklahoma limited liability company doing business as “Infiniti Mobile” (“IM Telecom” or “Infiniti Mobile”), of which we own 51%.
Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should carefully read this Quarterly Report completely, and it should be read and considered with all other reports filed by us with the United States Securities and Exchange Commission (the “SEC”) that are contained in the SEC Edgar Archives, including the “Risk Factors” enumerated in “Part I, Item IA. Risk Factors” of our 10-K Annual Report for the year ended December 31, 2025 (the “2025 10-K”), filed with the SEC on April 16, 2026, which Risk Factors commence on page ten (10) thereof. A copy of the 2025 10-K is attached hereto by Hyperlink in Part II-Other Information, in Item 6, Exhibits, hereof, and is incorporated herein by reference. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Documents Incorporated by Reference
See Part II-Other Information, in Item 6, Exhibits, hereof.
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KONATEL, INC.
FORM 10-Q
June 30, 2026
INDEX
| Page No. | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. | Controls and Procedures | 21 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factors | 22 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | 22 |
| Item 4. | Mine Safety Disclosures | 22 |
| Item 5. | Other Information | 22 |
| Item 6. | Exhibits | 22 |
| SIGNATURES | 23 | |
| 3 |
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements.
June 30, 2026
Table of Contents
| 4 |
KonaTel, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Inventory, Net | ||||||||
| Prepaid Expenses | ||||||||
| Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, Net | ||||||||
| Other Assets | ||||||||
| Intangible Assets, Net | ||||||||
| Right of Use Asset | ||||||||
| Notes Receivable | ||||||||
| Other Assets | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Right of Use Operating Lease Obligation - Current | ||||||||
| Income Tax Payable | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities | ||||||||
| Right of Use Operating Lease Obligation - Long Term | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized outstanding and issued at June 30, 2026 and outstanding and issued at December 31, 2025 | ||||||||
| Additional Paid In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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KonaTel, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Revenue | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses | ||||||||||||||||
| Payroll and Related Expenses | ||||||||||||||||
| Operating and Maintenance | ||||||||||||||||
| Credit Loss | ||||||||||||||||
| Professional and Other Expenses | ||||||||||||||||
| Utilities and Facilities | ||||||||||||||||
| Depreciation and Amortization | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Marketing and Advertising | ||||||||||||||||
| Application Development Costs | ||||||||||||||||
| Taxes and Insurance | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Income/(Loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income and Expense | ||||||||||||||||
| Gain (Loss) on Sale | ( | ) | ( | ) | ||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income/(Expense), net | ||||||||||||||||
| Total Other Income and Expenses | ( | ) | ( | ) | ||||||||||||
| Income Before Income Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Tax Expense (Benefit) | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earnings (Loss) per Share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Outstanding Shares | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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KonaTel, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
for the periods ended June 30, 2026, and June 30, 2025 (Restated)
(Unaudited)
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Common Shares | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances as of January 1, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercised Stock Options | ||||||||||||||||||||
| Stock Based Compensation | - | ( | ) | ( | ) | |||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Shares | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances as of April 1, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercised Stock Options | ||||||||||||||||||||
| Stock Based Compensation | - | ( | ) | ( | ) | |||||||||||||||
| Net Income | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common Shares | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercised Stock Options | ( | ) | ||||||||||||||||||
| Stock Based Compensation | - | |||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Shares | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balances as of April 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Exercised Stock Options | ( | ) | ||||||||||||||||||
| Stock Based Compensation | - | |||||||||||||||||||
| Net Income | - | ( | ) | ( | ) | |||||||||||||||
| Balances as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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KonaTel, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2026 | 2025 | |||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and Amortization | ||||||||
| Credit Loss | ||||||||
| Stock-based Compensation | ( | ) | ||||||
| Change in Right of Use Asset | ||||||||
| Change in Lease Liability | ( | ) | ( | ) | ||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Receivable | ||||||||
| Inventory and Consigned Equipment | ( | ) | ||||||
| Prepaid Expenses and Other Assets | ( | ) | ||||||
| Accounts Payable and Accrued Expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Sale of Office Equipment | ( | ) | ||||||
| Notes Receivable | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of Year | ||||||||
| Cash - End of Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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KonaTel, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview of Company
KonaTel Inc., a Delaware corporation, formerly known as Dala Petroleum Corp. (the “Company,” “we,” “our,” or “us”), also formerly known as “Westcott Products Corporation,” was incorporated as “Light Tech, Inc.” under the laws of the State of Nevada on May 24, 1984. A subsidiary in the name “Westcott Products Corporation” was organized by us under the laws of the State of Delaware on June 24, 1986, for the purpose of changing our name and domicile to the State of Delaware. On June 27, 1986, we merged with the Delaware subsidiary, with the survivor being Westcott Products Corporation, a Delaware corporation (“Westcott”). During 1990, we ceased our current operations. On March 11, 2000, our Board of Directors began the process of re-entering the development stage, and on June 2, 2014, we completed a merger with Dala Petroleum Corp., a Nevada corporation (respectively, “Dala Nevada” and the “Dala Merger”). We operated as an early-stage oil exploration company focused on our leased acreage acquired by Dala Nevada until 2016, at which time we assigned substantially all of our leased acreage to the former owner of Dala Nevada, and our remaining oil and gas leasehold interests, comprising leases covering approximately 7,489 and 403 acres, more or less, expired in 2017 and 2018, respectively.
On December 18, 2017, we acquired KonaTel, Inc, a Nevada subchapter S-Corporation (“KonaTel Nevada”), in a merger with our acquisition subsidiary under which KonaTel Nevada became our wholly owned subsidiary, and we succeeded to its operations; and we changed our name to “KonaTel, Inc.” on February 5, 2018.
KonaTel
Nevada was organized under the laws of the State of Nevada on October 14, 2014, by its founder and then sole shareholder, D. Sean McEwen,
our current Chairman and CEO, to conduct the business of a full-service cellular provider that delivered cellular products and services
to individual and business customers in various retail and wholesale markets. Through its sales network, it provided these services nationwide.
In furtherance of its proposed business, on November 1, 2014, it acquired most of the assets of Coast to Coast Cellular, Inc. (“Coast
to Coast”), including inventories, property, plant and equipment and its customer list, all valued at approximately $
On December 31, 2018, we acquired Apeiron Systems (www.apeiron.io). Apeiron was organized in 2013 and is an international hosted services Communications Platform as a Service (“CPaaS”) provider that designed, built, owns and operates its national private core network, supporting a suite of business communications services, all accessible via proprietary Applications Programming Interfaces (“APIs”). As an FCC licensed Internet Telephony Service Provider (“ITSP”), Apeiron also holds an FCC numbering authority license. Some of Apeiron’s hosted services include Voice over IP (“VoIP”), cellular and Over-The-Top (“OTT”) telephony, SMS/MMS messaging and broadcast services, numbering features, including Cloud IVRs, Voicemail, Fax, Call Recording and other services through local, toll-free and international phone numbers. Supported by its national redundant network, Apeiron also provides public and private IP network services, including Multiprotocol Label Switching (“MPLS”), Dedicated Internet and LTE Wireless WAN solutions. Apeiron’s cloud services include Information Data Dips, Software-Defined Wide Area Networking (“SD-WAN”) and Internet of Things (“IoT”) data and device management. Apeiron primarily distributes its services nationally through its website, its sales staff, independent sales agents and Independent Sales Organizations (“ISOs”).
On February 5, 2018, we entered into a purchase agreement to acquire IM Telecom (www.infinitimobile.com). On October 23, 2018, the FCC approved our acquisition of IM Telecom, and on January 31, 2019, we completed the purchase of IM Telecom. Following the purchase, IM Telecom operated as a wholly owned subsidiary of KonaTel. It is an FCC licensed Eligible Telecommunications Carrier (“ETC”) and is one of twenty-two (22) original FCC licensed wireless cellular resellers to hold an FCC approved Lifeline Compliance Plan since 2012, of which approximately twelve (12) license holders remain active today. The FCC has not approved or granted a new wireless reseller Lifeline Compliance Plan since 2012. In addition to being an FCC licensed ETC in forty (40) states, IM Telecom was also an approved provider in the currently expired Affordable Connectivity Program of the FCC (the “ACP Program” or the “ACP”). Lifeline is an FCC program that provides subsidized, fixed or mobile telecommunications services to low-income Americans. The ACP is an expired FCC program that provided subsidized high-speed wireless data services to low-income Americans. IM Telecom distributes Lifeline services under its Infiniti Mobile brand name through its website, sales staff, retail locations and ISOs. IM Telecom also offers non-Lifeline services throughout the United States. IM Telecom has a US-based customer support center located in Atmore, Alabama.
On
January 22, 2024 (the “Effective Date”), KonaTel and IM Telecom entered into a Membership Interest Purchase Agreement (the
“Excess Telecom Membership Purchase Agreement”) with Excess Telecom, Inc., a Nevada corporation (“Excess Telecom”),
pursuant to which KonaTel conveyed
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On
September 19, 2025, KonaTel and Excess Telecom executed a First Omnibus Amendment to Transaction Documents (the “First Omnibus
Agreement”) and a Third Amended and Restated Operating Agreement of IM Telecom (the “Amended Operating Agreement”).
The First Omnibus Amendment was executed to create IM Telecom as a standalone partnership entity owned
KonaTel and IM Telecom are headquartered in Plano, Texas where certain executive and finance resources are staffed. Apeiron Systems is headquartered in Johnstown, Pennsylvania, where it has customer service and software engineering resources staff. Additional development resources are staffed out of Los Angeles, California, as well as in Europe and Asia.
As of June 30, 2026, KonaTel has one (1) full-time employee and Apeiron Systems has ten (10) full-time employees.
Principal Products or Services and their Markets
Our principal products and services, provided through Apeiron Systems and IM Telecom, include our CPaaS suite of services (“SIP/VoIP, SMS/MMS”), wholesale and retail mobile voice and mobile data IoT services, wholesale voice termination services, and our ETC subsidized services for low-income Americans. Except for our ETC Lifeline services distributed in partnership with Excess Telecom distributed in up to forty (40) states, our Apeiron Systems’ products and services are available worldwide and subject to U.S., international and local/national regulations.
We generate revenue from two (2) primary sources, Hosted Services and Mobile Services:
| ● | Our Hosted Services include a suite of hosted CPaaS services within Apeiron Systems’ cloud platform, including Cloud IVRs, Voicemail, Fax, Call Recording and other services provided with local, toll-free and international phone numbers. Apeiron also delivers public and private IP network services from its national redundant network backbone, including MPLS, Dedicated Internet and LTE Wireless WAN solutions. Additionally, Apeiron’s Cloud Services include Information Data Dips, SD-WAN and IoT data and device management, of which IoT provides device connectivity via wireless 4G/5G. These Hosted Services are marketed nationally and internationally through the Apeiron website, its sales staff, independent sales agents and ISOs. | |
| ● | Our Mobile Services include retail and wholesale cellular voice/text/data services and IoT mobile data services through Apeiron Systems and the IM Telecom partnership. Mobile voice/text/data and IoT mobile data services are supported by a blend of reseller agreements with select national wireless carriers and national wireless wholesalers. A wireless communications service reseller typically does not own the wireless network infrastructure over which services are provided to its customers. Mobile voice/text/data and mobile data solutions are generally sold as traditional post-paid service plans that may include voice/text/data or wireless data only plans. Sometimes equipment is provided, which can include, but is not limited to, phones, tablets, modems, routers and accessories. Also included in our Mobile Services segment is the distribution of government subsidized mobile voice service and mobile data service by IM Telecom under its Infiniti Mobile brand and FCC license to low-income American households that qualify for the FCC’s Lifeline mobile voice service program. Even though government programs like Lifeline have existed since 1985, these programs, along with programs currently expired or not yet adopted, are subject to change and any change, reduction or elimination may have a material impact on our Mobile Services business. |
| 10 |
Basis of Presentation
Interim Financial Statements
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with audited financial statements of the Company for the year ended December 31, 2025.
The accompanying financial statements have been prepared using the accrual basis of accounting.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates in these financial statements include the allowance for doubtful receivables, allowance for inventory obsolescence, the estimated useful lives of property and equipment, and stock-based compensation. Actual results could differ from those estimates.
Basis of Consolidation
The
condensed consolidated financial statements include the Company and our two (2) wholly owned corporate subsidiaries, KonaTel Nevada and
Apeiron Systems, and IM Telecom, presently owned
Reclassifications
Certain reclassifications between inventory and property and equipment have been made to the financial statements for the year ended December 31, 2025, to conform to the financial presentation for the quarter ended June 30, 2026. These reclassifications had no effect on the net loss or cash flows as previously reported.
Stock Option Expense Adjustments
For
the quarter ended June 30, 2026, certain adjustments have been made to stock option expense and the number of stock options outstanding
as the result of a discovery of a non-employee stock option grant of shares made and vested in Q3 of 2023. The effect of this
adjustment was an increase in the number of stock options of shares and an increase in stock option expense of $
An
additional stock option grant of shares made in 2023 expired without vesting on November 29, 2025. The effect of this adjustment
is a decrease in the number of stock options of and a decrease in stock option expense of $
Basic income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive. The dilutive common shares for the three (3) months ended June 30, 2026, and the six (6) months ended June 30, 2026, are not included in the computation of diluted earnings per share because to do so would be anti-dilutive. As of June 30, 2026, there were potentially dilutive shares.
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED
| 2026 | 2025 | |||||||
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Numerator | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Denominator | ||||||||
| Weighted-average common shares outstanding | ||||||||
| Dilutive impact of stock options | ||||||||
| Weighted-average common shares outstanding, diluted | ||||||||
Net income per common share | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
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| 2026 | 2025 | |||||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Numerator | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Denominator | ||||||||
| Weighted-average common shares outstanding | ||||||||
| Dilutive impact of stock options | ||||||||
| Weighted-average common shares outstanding, diluted | ||||||||
| Net income per common share | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of receivables, cash and cash equivalents.
All cash and cash equivalents are held at high credit financial institutions. These deposits are generally insured under the FDIC’s deposit insurance coverage; however, from time to time, the deposit levels may exceed FDIC coverage levels.
The
Company has a concentration of risk with respect to trade receivables from customers and cellular providers. As of June 30, 2026, the
Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total
receivables) due from three (3) customers in the amounts of $
Concentration of Major Customer
A
significant amount of the revenue is derived from contracts with major customers. For the three (3) months ended June 30, 2026, the Company
had two (2) customers that accounted for $
For
the six (6) months ended June 30, 2026, the Company had three (3) customers that accounted for $
Effect of Recent Accounting Pronouncements
The Company will prospectively adopt Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) effective with our annual 2027 10-K filing and interim reporting periods effective with our interim report for the quarter ended March 31, 2028. Accordingly, prior-period disclosures will not be made.
Going Concern
For
the three (3) months ended June 30, 2026, the Company generated a net loss of ($
Effective with the creation of the First Omnibus Agreement between KonaTel and Excess Telecom, under “the Annual Plan,” on October 1, 2025, IM Telecom began to operate as a standalone entity with employees not shared by KonaTel; and KonaTel will continue to receive distributions based upon a new Distribution Agreement for compensation from its sales only under the IM Telecom’s vertical sales channel, including all new sales stemming from our new healthcare vertical partnership as originally agreed.
| 12 |
Our Hosted Services offering in particular, is the replacement of copper-wire Plain Old Telephone Service (“POTS”) analog phone lines. Based upon data from the FCC, it is estimated there are approximately 22 million commercial (i.e., used in commercial operations) copper-wire POTS analog phone lines. These lines are scheduled to be phased out (terminated) across the United States by the end of the decade. So, in support of the increasing demand from end-of-life copper-wire POTS service providers, one of the Company’s new services, deployed and tested throughout 2025 and the first and second quarters of 2026, includes a wireless POTS replacement solution targeted at large national telecommunication service providers. Our primary sales efforts over the next four (4) years will be focused on this project.
We are also focused on ongoing retail and wholesale sales of our Short Messaging Service (“SMS”) product, which saw continued growth through Q2 of 2026.
In May of this year the Company took additional steps to further reduce our operating costs by executing an additional reduction in force of six (6) full-time equivalents. In addition, certain key personnel agreed to take reductions in salary. We have also reduced our reliance on outside application development resources in order to reduce operating costs.
Since
the quarter ended on June 30, 2026, we have signed an agreement to increase our current capital expenditure line of credit facility from
$
As in previous quarters, the Company continues to implement broad reductions and improve efficiencies to extend and utilize cash resources in the most efficient manner. The above-mentioned product applications and sales initiatives will require capital to expand infrastructure as sales increase. The growth of these products and the launch of certain contracted programs, along with the ability to raise additional capital, will play a significant role in our ability to continue operations with additional cost control measures. A lack of success in executing on any one of these initiatives raises doubt about our ability to remain a going concern for the twelve (12) month period from the date of this Quarterly Report.
NOTE 2 – INVENTORY
Inventory
primarily consists of routers and other equipment associated with our POTS conversion project which are stored at our warehouse or have
been deployed to customer locations for installation. Inventories are stated at cost using the first-in, first-out (“FIFO”)
valuation method. On a monthly basis, inventory is counted at our warehouse facility and is reviewed for obsolescence and counted for
accuracy. As of June 30, 2026, and December 31, 2025, the Company had net inventory of $
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following major classifications as of June 30, 2026, and December 31, 2025:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2026 | December 31, 2025 | |||||||
| Lease Improvements | $ | $ | ||||||
| Furniture and Fixtures | ||||||||
| Billing Software | ||||||||
| Office Equipment | ||||||||
| POTS Consignment Equipment | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
related to Property and Equipment amounted to $
| 13 |
NOTE 4 – RIGHT-OF-USE ASSETS
Right-of-Use
Assets consist of assets accounted for under ASC 842. The assets are recorded at present value using implied interest rates between
The
Company has Right-of-Use Assets through leases of property under non-cancelable leases.
Future lease liability payments under the terms of these leases are as follows:
SCHEDULE OF FUTURE LEASE LIABILITY PAYMENTS
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total | ||||
| Less Interest | ||||
| Present value of minimum lease payments | ||||
| Less Current Maturities | ||||
| Long Term Maturities | $ |
The
weighted average term of the Right-to-Use leases is
NOTE 5 – INTANGIBLE ASSETS
Intangible
Assets with definite useful life consist of licenses, customer lists and software that were acquired through acquisitions. Intangible
Assets with indefinite useful life consist of the Lifeline license granted by the FCC. The license, because of the nature of the asset
and the limitation on the number of granted Lifeline licenses by the FCC, will not be amortized. The license was acquired through an
acquisition. The fair market value of the license as of June 30, 2026, and December 31, 2025, was $
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2026 | December 31, 2025 | |||||||
| Customer List | $ | $ | ||||||
| Software | ||||||||
| ETC License | ||||||||
| Less: Amortization | ( | ) | ( | ) | ||||
| Net Amortizable Intangibles | ||||||||
| Right of Use Assets - net | ||||||||
| Intangible Assets net | $ | $ | ||||||
Amortization
expense amounted to $
NOTE 6 – CONTINGENCIES AND COMMITMENTS
Litigation
From time to time, the Company may be subject to legal proceedings and claims which arise in the ordinary course of business. As of June 30, 2026, there are no ongoing legal proceedings.
| 14 |
Contract Contingencies
The Company has the normal obligation for the completion of its cellular provider contracts in accordance with the appropriate standards of the industry and that may be provided in the contractual agreements.
Tax Audits
As of June 30, 2026, the Company has no ongoing tax audits.
Letters of Credit
The
Company had a $
NOTE 7 – SEGMENT REPORTING
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (ASU 2023-07). Beginning with our 2024 annual reporting, we adopted ASU No. 2023-07, which requires that a public entity disclose, on an interim and annual basis, significant segment expense categories and amounts that are regularly provided to its chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss. An entity must also disclose, by reportable segment, the amount and composition of other expenses. The standard requires an entity to disclose the title and position of its CODM and explain how the CODM uses these reported measures in assessing segment performance and determining how to allocate resources.
Our segments are comprised of strategic business units or other operations that offer products and services to different customer segments over various technology platforms and/or in different geographies that are managed accordingly. We have two reportable segments: Hosted Serves and Mobile Services. Our CODM is our President. Our CODM uses operating income to evaluate performance and allocate resources, including capital allocations, when managing the business. Our CODM manages operations through the review of actual and forecasted “Operations and Support Expenses” information at a segment and business unit level, of which segments are primarily evaluated on a direct cost basis and comprised of equipment, compensation, network and technology, sales, advertising and other costs. Direct costs are incurred in support of products and services offered by the business units, such as equipment costs (predominantly wireless devices), network access, rents, leases, sales support, customer provisioning and compensation expenses.
The
Company operates within two (
The reportable segments consist of Hosted Services and Mobile Services.
Hosted Services – Our Hosted Services include a suite of hosted CPaaS services within the Apeiron Systems’ cloud platform, including Cloud IVRs, Voicemail, Fax, Call Recording and other services provided with local, toll-free and international phone numbers. Apeiron also delivers public and private IP network services from its national redundant network backbone, including MPLS, Dedicated Internet and LTE Wireless WAN solutions. Additionally, Apeiron’s Cloud Services include Information Data Dips, SD-WAN and IoT data and device management. These Hosted Services are marketed nationally and internationally through the Apeiron website, its sales staff, independent sales agents and independent sales organizations (ISOs).
Mobile Services – Our Mobile Services include retail and wholesale cellular voice/text/data services and IoT mobile data services through Apeiron Systems and IM Telecom. Mobile voice/text/data and IoT mobile data services are supported by a blend of reseller agreements with select national wireless carriers and national wireless wholesalers. A wireless communications service reseller typically does not own the wireless network infrastructure over which services are provided to its customers. Mobile voice/text/data and mobile data solutions are generally sold as traditional post-paid service plans that may include voice/text/data or wireless data only plans. Sometimes equipment is provided, which can include, but is not limited to, phones, tablets, modems, routers and accessories.
| 15 |
The following table reflects the results of operations of the Company’s reportable segments:
SCHEDULE OF REPORTABLE SEGMENTS
| Three (3) Months ended June 30, 2026 | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| and | Other | Net | ||||||||||||||||||
| Revenues | Expenses | Amortization | Gain/Loss | (Loss) | ||||||||||||||||
| Segment | ||||||||||||||||||||
| Hosted Services | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
| Mobile Services | ||||||||||||||||||||
| Segment Total | ( | ) | ||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Parent administration support | ( | ) | ||||||||||||||||||
| Total Corporate | ( | ) | ||||||||||||||||||
| KonaTel, Inc. | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
| Three (3) Months ended June 30, 2025 | ||||||||||||||||||||
| Depreciation | Net | |||||||||||||||||||
| and | Other | Income | ||||||||||||||||||
| Revenues | Expenses | Amortization | Gain/Loss | (Loss) | ||||||||||||||||
| Segment | ||||||||||||||||||||
| Hosted Services | $ | $ | $ | | $ | $ | ( | ) | ||||||||||||
| Mobile Services | ( | ) | ||||||||||||||||||
| Segment Total | ( | ) | ||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Parent administration support | ( | ) | ||||||||||||||||||
| Total Corporate | ( | ) | ||||||||||||||||||
| KonaTel, Inc. | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
| Six (6) Months ended June 30, 2026 | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| and | Other | Net | ||||||||||||||||||
| Revenues | Expenses | Amortization | Gain/Loss | (Loss) | ||||||||||||||||
| Segment | ||||||||||||||||||||
| Hosted Services | $ | $ | $ | $ | $ | |||||||||||||||
| Mobile Services | ||||||||||||||||||||
| Segment Total | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Parent administration support | ( | ) | ||||||||||||||||||
| Total Corporate | ( | ) | ||||||||||||||||||
| KonaTel, Inc. | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
| 16 |
| Six (6) Months ended June 30, 2025 | ||||||||||||||||||||
| Depreciation | Net | |||||||||||||||||||
| and | Other | Income | ||||||||||||||||||
| Revenues | Expenses | Amortization | Gain/Loss | (Loss) | ||||||||||||||||
| Segment | ||||||||||||||||||||
| Hosted Services | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
| Mobile Services | ( | ) | ||||||||||||||||||
| Segment Total | ( | ) | ||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Parent administration support | ( | ) | ||||||||||||||||||
| Total Corporate | ( | ) | ||||||||||||||||||
| KonaTel, Inc. | $ | $ | $ | $ | $ | ( | ) | |||||||||||||
NOTE 8 – STOCKHOLDERS’ EQUITY
Stock Compensation
The
Company offers incentive stock option grants to directors and key employees. Options vest in tranches and typically expire five () years
from the date of grant. For the six (6) months ended June 30, 2026, and 2025, the Company recorded stock option expense of ($
SCHEDULE OF STOCK OPTION ACTIVITY
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||||
| Options Outstanding – December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Forfeited | - | |||||||||||||||
| Options Outstanding – June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable and Vested, June 30, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value for options outstanding as of June 30, 2026, is not calculated because the closing stock price on June 30, 2026, is less than the weighted average exercise price of outstanding options on that date.
NOTE 9 – SUBSEQUENT EVENTS
Below are events that have occurred since June 30, 2026:
Contract Acquisition Agreement between the Company and Apeiron Copper Replacement Servicing, LLC
On
July 10, 2026, the Company signed an agreement with Apeiron Copper Replacement Servicing, LLC to terminate the existing $
Beaty Stock Option Expiration
At midnight on August 11, 2026, incentive stock options granted and vested to director Robert Beaty expired without being exercised.
IM Telecom Notice from the FCC
On August 13, 2026, we received notice from IM Telecom that on July 27, 2026, IM Telecom received notice from the FCC regarding certain alleged violations of the FCC’s Lifeline program rules. For additional information, please see our 8-K Current Report dated July 29, 2026, filed with the SEC on August 14, 2026, which is Hyperlinked in Part II-Other Information, in Item 6, Exhibits, hereof.
Payments Received on Note Payable
On
August 11, 2026, the Company received a payment from Excess Telecom in the amount of $
| 17 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
When used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions and financial trends that may affect our future plans of operations, business strategy, operating results and financial position. Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed at the forepart of this Quarterly Report under the caption “Forward-Looking Statements” and include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.
Overview of Current and Planned Business Operations
We continue to pursue market opportunities for the distribution of our current products and services described in our “Principal Products or Services and their Markets” summary commencing on page nine (9) of this Quarterly Report. In addition, we continue to pursue additional market distribution opportunities, such as our expanded short-code messaging (“SMS”) service, development of new products and services, including our newly released wholesale POTS (“Plain Old Telephone Service”) replacement service, and pursuit of accretive acquisition opportunities that may enhance or expand our current product and service offerings.
Results of Operations
In the six months and quarter ended June 30, 2026, Hosted Services (“CPaaS services”) accounted for approximately 87% of total Company revenue, and Mobile Services accounted for approximately 13% of Company revenue. While the Mobile Services segment does include distributions from our IM Telecom partnership, management continues to prioritize it growth initiatives with the Company’s Hosted Services segment as we focus our efforts on new sales opportunities with our expanded short-code messaging (“SMS”) service, which has doubled in revenue over the past twelve (12) months, and our wholesale POTS service currently provided to regional carriers and resellers who, as of the end of this quarter, have activated approximately 1,000 POTS lines during our initial deployment period.
Comparison of the three (3) months ended June 30, 2026, to the three (3) months ended June 30, 2025
For the three (3) months ended June 30, 2026, we had $1,869,848 in revenues from operations compared to $2,158,656 for the three (3) months ended June 30, 2025, for a total revenue decrease of $288,808. The decrease in revenue was primarily due to the decline in Lifeline subscribers in the mobile services segment. The Company continues to explore new revenue streams such as delivery of mobile services through certain health care initiatives and hosted services partnerships.
For the three (3) months ended June 30, 2026, our cost of revenue was $1,376,954 compared to $1,608,415 in the three (3) months ended June 30, 2025, for a cost of revenue decrease of $231,462. Our cost of revenue decrease was primarily a result of a decrease in sales compensation and device costs related to the Mobile Services segment and additional cost control efforts in our Hosted Services segment.
For the three (3) months ended June 30, 2026, we had gross profit of $492,894 compared to $550,240 in the three (3) months ended June 30, 2025, for a gross profit decrease of $57,346. This decrease primarily resulted from a significant decline in activations in our Mobile Services segment.
For the three (3) months ended June 30, 2026, total operating expenses were $644,101 compared to $1,748,798 in the three (3) months ended June 30, 2025, for a decrease of $1,104,696. This decrease was primarily due to lower payroll costs, a reduction in legal and other professional fees and a reduction of application development costs.
| 18 |
For the three (3) months ended June 30, 2026, other income (expense) was ($48,136) compared to $10,917 in the quarter ended June 30, 2025. The decrease of $59,053 was due primarily to an increase in accrued interest and the loss on sale of remaining Lifeline related inventory.
For the three (3) months ended June 30, 2026, we had a net loss of ($199,343) compared to a net loss of ($1,187,641) in the three (3) months ended June 30, 2025. The decrease in losses of $988,297 was primarily related to lower operating costs.
Comparison of the six (6) months ended June 30, 2026, to the six (6) months ended June 30, 2025
For the six (6) months ended June 30, 2026, we had $3,774,910 in revenues from operations compared to $4,327,370 for the six (6) months ended June 30, 2025, for a total revenue decrease of $552,460, a decrease of 12.8%. The decrease in revenue was primarily due to the decline in revenues in our mobile services segment resulting from the shift in sales efforts from Lifeline to our Hosted Services product offerings.
For the six (6) months ended June 30, 2026, our cost of revenue was $2,476,412 compared to $3,125,237 in the six (6) months ended June 30, 2025, for a cost of revenue decrease of $648,825, or a decrease of 20.8%. Our cost of revenue decrease was primarily the result of lower network and sales compensation costs, as the Company refocused sales efforts in our Hosted Services segment.
For the six (6) months ended June 30, 2026, we had gross profit of $1,298,498 compared to $1,202,133 in the six (6) months ended June 30, 2025, for a gross profit increase of $96,365. This increase primarily resulted from the marketing of higher margin products such as POTS replacement and SMS messaging.
For the six (6) months ended June 30, 2026, total operating expenses were $1,730,920 compared to $3,330,335 in the six (6) months ended June 30, 2025, for a decrease of $1,599,416. This decrease was primarily due to lower payroll related expenses, reduced professional fee expenses and lower application development costs in the period.
For the six (6) months ended June 30, 2026, other income (expense) was ($49,511) compared to $23,033 in the six (6) months ended June 30, 2025. This decrease was a result of the loss on sale of remaining Lifeline related inventory and a reduction in the amount of interest income earned in 2026.
For the six (6) months ended June 30, 2026, we had a net loss of ($481,933) compared to a net loss of ($2,105,169) in the six (6) months ended June 30, 2025. The decrease in losses of $1,623,236 was a result in decreases in costs of revenue and operating expenses.
Liquidity and Capital Resources
As of June 30, 2026, we had $200,013 in cash and cash equivalents on hand.
In comparing liquidity between the six (6) month period ending June 30, 2026, and December 31, 2025, cash decreased by 71.6%. This decrease is the result of less cash flow generated for the period as compared to cash requirements. Liabilities and total overall debt decreased by 1.8% in the six (6) month period ended June 30, 2026, when compared to December 31, 2025, primarily due to a decrease in right of use operating lease obligations.
Our current ratio (current assets divided by our current liabilities) decreased to .36 as of June 30, 2026, compared to .68 as of December 31, 2025. Working capital increased by 100.3%.
Cash Flow from Operations
During the six (6) months ended June 30, 2026, the net cash flow used in operating activities was ($504,706), primarily as a result of changes in stock-based compensation and inventory and consigned equipment. The net cash flow used in operations for the six (6) month period ended June 30, 2025, was ($337,999).
Cash Flows from Investing Activities
During the six (6) months ended June 30, 2026, cash flow used in investing activities was $148. During the six (6) months ended June 30, 2025, the net cash flow provided by investing activities was the $150,000 note receivable payment received.
Cash Flows from Financing Activities
During the six (6) months ended June 30, 2026 and June 30, 2025, respectively, there were no cash flows provided by or used in financing activities.
| 19 |
Going Concern
For the three (3) months ended June 30, 2026, the Company generated a net loss of ($199,343), compared to a net loss of ($1,187,641) for the three (3) months ended June 30, 2025. For the six (6) months ended June 30, 2026, the Company generated a net loss of ($481,933), compared to a net loss for the six (6) months ended June 30, 2025, of ($2,105,169). The accumulated deficit as of June 30, 2026, is ($10,566,076).
Effective with the creation of the First Omnibus Agreement between KonaTel and Excess Telecom, under “the Annual Plan,” on October 1, 2025, IM Telecom began to operate as a standalone entity with employees not shared by KonaTel; and KonaTel will continue to receive distributions based upon a new Distribution Agreement for compensation from its sales only under the IM Telecom’s vertical sales channel, including all new sales stemming from our new healthcare vertical partnership as originally agreed.
Our Hosted Services offering in particular, is the replacement of copper-wire Plain Old Telephone Service (“POTS”) analog phone lines. Based upon data from the FCC, it is estimated there are approximately 22 million commercial (i.e., used in commercial operations) copper-wire POTS analog phone lines. These lines are scheduled to be phased out (terminated) across the United States by the end of the decade. So, in support of the increasing demand from end-of-life copper-wire POTS service providers, one of the Company’s new services, deployed and tested throughout 2025 and the first and second quarters of 2026, includes a wireless POTS replacement solution targeted at large national telecommunication service providers. Our primary sales efforts over the next four (4) years will be focused on this project.
We are also focused on ongoing retail and wholesale sales of our Short Messaging Service (“SMS”) product, which saw continued growth through Q2 of 2026.
In May of this year the Company took additional steps to further reduce our operating costs by executing an additional reduction in force of six (6) full-time equivalents. In addition, certain key personnel agreed to take reductions in salary. We have also reduced our reliance on outside application development resources in order to reduce operating costs.
Since the quarter ended on June 30, 2026 we have signed an agreement to increase our current capital expenditure line of credit facility from $5M to $10M in order facilitate the growth of our POTS replacement and SMS messaging product offerings, subject to the satisfaction of a $1,500,000 funding requirement. We continue to pursue additional credit facilities to fund the operational growth of the Company.
As in previous quarters, the Company continues to implement broad reductions and improve efficiencies to extend and utilize cash resources in the most efficient manner. The above-mentioned product applications and sales initiatives will require capital to expand infrastructure as sales increase. The growth of these products and the launch of certain contracted programs, along with the ability to raise additional capital, will play a significant role in our ability to continue operations with additional cost reduction measures. A lack of success in executing on any one of these initiatives raises doubt about our ability to remain a going concern for the twelve (12) month period from the date of this Quarterly Report.
Off-Balance Sheet Arrangements
We had no Off-Balance Sheet arrangements during both the three (3) and six (6) month periods ended June 30, 2026, respectively.
Critical Accounting Policies
Earnings Per Share
We follow ASC Topic 260 to account for the earnings per share. Basic earnings per common share calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income available to common stockholders by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Concentrations of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of receivables, cash and cash equivalents.
All cash and cash equivalents are held at high credit financial institutions. These deposits are generally insured under the FDIC’s deposit insurance coverage; however, from time to time, the deposit levels may exceed FDIC coverage levels.
The Company has a concentration of risk with respect to trade receivables from customers and cellular providers. As of June 30, 2026, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from three (3) customers in the amounts of $100,709 or 45.6%, $29,648 or 13.4% and $28,679 or 11.9%. As of June 30, 2025, the Company had a significant concentration of receivables from three (3) customers in the amounts of $183,185 or 35.6%, $96,017 or 18.7% and $63,848 or 12.4%.
| 20 |
Concentration of Major Customer
A significant amount of the revenue is derived from contracts with major customers. For the three (3) months ended June 30, 2026, the Company had two (2) customers that accounted for $701,879 or 37.5% of revenue and $320,346 or 17.1% of revenue, respectively. For the three (3) months ended June 30, 2025, the Company had one (1) customer that accounted for $746,954 or 34.6% of revenue.
For the six (6) months ended June 30, 2026, the Company had three (3) customers that accounted for $1,412,566 or 37.4%, $590,760 or 15.6% and $407,513 or 10.8% of revenue, respectively. For the six (6) months ended June 30, 2025, the Company had three (3) customers that accounted for $1,430,589 or 33.1%, $469,671 or 10.9% and $464,388 or 10.7% of revenue, respectively.
Effect of Recent Accounting Pronouncements
The Company will prospectively adopt Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) effective with our annual 2027 10-K filing and interim reporting periods effective with our interim report for the quarter ended March 31, 2028. Accordingly, prior-period disclosures will not be made.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not required.
Item 4. Controls and Procedures.
Management’s Quarterly Report on Internal Control Over Financial Reporting
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness, as of June 30, 2026, of our disclosure controls and procedures. We do acknowledge that the internal controls over financial reporting were not effective as of December 31, 2025, as a material weakness related to the financial reporting of the IM Telecom sales transaction in 2024 was disclosed and financial statements were restated. More recently we discovered certain prior year adjustments to stock option expense, and we continue to take steps to remediate any specific disclosure controls and procedures that have been ineffective and will take the necessary steps over the upcoming quarterly reporting periods to render future evaluations of controls as effective. As such, based upon the evaluation of prior reporting periods, our Chief Executive Officer and Chief Financial Officer have concluded that disclosure controls and procedures were ineffective as of the quarter ended June 30, 2026.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Not required; however, see Part I, Item 1A. Risk Factors, commencing on page ten (10) of our 2025 10-K for the year ended December 31, 2025, filed with the SEC on April 16, 2026, for a list of Risk Factors, which Annual Report can be accessed by Hyperlink in Part II-Other Information, in Item 6, Exhibits, hereof.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None; not applicable.
Item 3. Defaults upon Senior Securities
None; not applicable.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
No
director or Section 16 officer
On November 10, 2023, Apeiron Systems entered into a five (5) year agreement with Viva-US Telecommunications, Inc. (“Viva-US”), as the exclusive supplier of wholesale cellular voice and data, messaging, international call termination, smart SIM (“Subscriber Identity Module”) and other telecommunications services. Apeiron Systems provides these services through its CPaaS (“Communication Platform as a Service”) cloud platform. Viva-US is a US MVNO (“Mobile Virtual Network Operator”) and part of the Balesia Technologies, Inc. group of companies operating MNOs (“Mobile Network Operator”) and MVNOs throughout North and South America, supporting over three million customers in Bolivia, Mexico and Argentina. The Company has completed its pre-launch obligations; we continue to wait for launch implementation by Viva; however to date, no significant progress has been made for a full launch.
Item 6. Exhibits
Exhibit Number |
Description of Exhibit | Filing | ||
| 3(i) | Amended and Restated Certificate of Incorporation | Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference. | ||
| 3(i)(a) | Certificate of Amendment to Amended and Restated Certificate of Incorporation (Name Change). | Filed with the Form 8-K filed on February 12, 2018, and incorporated herein by reference. | ||
| 3(ii) | Amended and Restated Bylaws | Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference. | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. | ||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL. |
Exhibits incorporated by reference:
| 22 |
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.
| KonaTel, Inc. | ||||
| Date: | August 19, 2026 | By: | /s/ D. Sean McEwen | |
| D. Sean McEwen | ||||
| Chairman and CEO | ||||
Pursuant to the requirements 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 dates indicated.
| Date: | August 19, 2026 | By: | /s/ D. Sean McEwen | |
| D. Sean McEwen | ||||
| Chairman and CEO | ||||
| Date: | August 19, 2026 | By: | /s/ Brian R. Riffle | |
| Brian R. Riffle | ||||
| Chief Financial Officer |
| 23 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, D. Sean McEwen, certify that:
1. I have reviewed this report on Form 10-Q of KonaTel, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | August 19, 2026 | By: | /s/ D. Sean McEwen |
| D. Sean McEwen | |||
| Chief Executive Officer and President |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Riffle, certify that:
1. I have reviewed this report on Form 10-Q of KonaTel, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | August 19, 2026 | By: | /s/ Brian Riffle |
| Brian Riffle | |||
| Chief Financial Officer |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of KonaTel, Inc. (the “Registrant”) on Form 10-Q for the period ending June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), we, D. Sean McEwen, Chief Executive Officer and President, and Brian Riffle, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.
| Date: | August 19, 2026 | By: | /s/ D. Sean McEwen |
| D. Sean McEwen | |||
| Chief Executive Officer and President |
| Date: | August 19, 2026 | By: | /s/ Brian R. Riffle |
| Brian R. Riffle | |||
| Chief Financial Officer |