KonaTel, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to____________ Commission File No. 001-10171 KonaTel, Inc. (Exact name of the issuer as specified in its charter) Delaware 80-0973608 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer I.D. No.) 500 N. Central Expressway , Ste. 500 Plano , Texas 75074 (Address of Principal Executive Offices) 214 - 323-8410 (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. 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 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, $ 0.001 par value per share 43,979,064 shares Class Outstanding as of May 15, 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” or “Apeiron Systems”); and our 51% interest in IM Telecom, LLC, an Oklahoma limited liability company doing business as Infiniti Mobile, is referenced herein as “IM Telecom” or “Infiniti Mobile.” 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, 2025, 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. 2 KONATEL, INC. FORM 10-Q March 31, 2026 INDEX Page No. PART I – FINANCIAL INFORMATION Item 1. Financial Statements & Footnotes 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 19 Item 4. Controls and Procedures 19 PART II – OTHER INFORMATION Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 20 SIGNATURES 21 3 PART I - FINANCIAL STATEMENTS March 31, 2026 Table of Contents Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited), and December 31, 2025 5 Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025 (unaudited) 6 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026, and 2025 (unaudited) 7 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025 (unaudited) 8 Notes to Condensed Consolidated Financial Statements (unaudited) 9 4 KonaTel, Inc. Condensed Consolidated Balance Sheets (Unaudited) March 31, 2026 December 31, 2025 Assets Current Assets Cash and Cash Equivalents $ 665,068 $ 704,867 Accounts Receivable, Net 142,884 284,167 Inventory, Net 216,096 187,339 Prepaid Expenses 92,547 109,442 Other Current Assets 15,063 15,063 Total Current Assets 1,131,658 1,300,878 Property and Equipment, Net 96,024 89,343 Other Assets Intangible Assets, Net 634,251 634,251 Right of Use Asset 200,463 217,432 Notes Receivable 150,000 150,000 Other Assets 74,075 72,375 Total Other Assets 1,058,789 1,074,058 Total Assets $ 2,286,471 $ 2,464,279 Liabilities and Stockholders’ Equity Current Liabilities Accounts Payable and Accrued Expenses $ 1,700,495 $ 1,668,244 Right of Use Operating Lease Obligation - Current 39,926 51,736 Income Tax Payable 184,051 184,051 Total Current Liabilities 1,924,472 1,904,031 Long Term Liabilities Right of Use Operating Lease Obligation - Long Term 165,779 176,043 Total Long Term Liabilities 165,779 176,043 Total Liabilities 2,090,251 2,080,074 Commitments and Contingencies - Stockholders’ Equity Common stock, $ 0.001 par value, 50,000,000 shares authorized 43,979,064 outstanding and issued at March 31, 2026 and 43,979,064 outstanding and issued at December 31, 2025 43,979 43,979 Additional Paid In Capital 10,518,974 10,424,369 Accumulated Deficit ( 10,366,733 ) ( 10,084,143 ) Total Stockholders’ Equity 196,220 384,205 Total Liabilities and Stockholders’ Equity $ 2,286,471 $ 2,464,279 See accompanying notes to unaudited condensed consolidated financial statements. 5 KonaTel, Inc. Condensed Consolidated Statements of Operations (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Revenue $ 1,905,062 $ 2,168,714 Cost of Revenue 1,099,458 1,516,821 Gross Profit 805,604 651,893 Operating Expenses Payroll and Related Expenses 601,643 871,362 Stock Option Expense 94,605 239,337 Operating and Maintenance 1,968 1,421 Credit Loss 19,503 - Professional and Other Expenses 83,942 157,431 Utilities and Facilities 29,798 46,411 Depreciation and Amortization 8,519 782 General and Administrative 36,463 49,986 Marketing and Advertising 2,391 5,085 Application Development Costs 149,022 178,529 Taxes and Insurance 58,965 31,194 Total Operating Expenses 1,086,819 1,581,538 Operating Loss ( 281,215 ) ( 929,645 ) Other Income and Expense Interest Expense ( 4,166 ) ( 576 ) Other Income, net 2,791 12,693 Total Other Income ( 1,375 ) 12,117 Loss Before Income Taxes ( 282,590 ) ( 917,528 ) Income Tax Expense - - Net Loss $ ( 282,590 ) $ ( 917,528 ) Loss per Share Basic $ ( 0.01 ) $ ( 0.02 ) Diluted $ ( 0.01 ) $ ( 0.02 ) Weighted Average Outstanding Shares Basic 43,979,064 43,526,417 Diluted 43,979,064 43,526,417 See accompanying notes to unaudited condensed consolidated financial statements. 6 KonaTel, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the periods ended March 31, 2026, and March 31, 2025 (Restated) (Unaudited) Shares Amount Paid-in Capital Deficit Total Common Shares Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balances as of January 1, 2026 43,979,064 $ 43,979 $ 10,424,369 $ ( 10,084,143 ) $ 384,205 Exercised Stock Options - - - - - Stock Based Compensation - - 94,605 - 94,605 Net Loss - - - ( 282,590 ) ( 282,590 ) Balances as of March 31, 2026 43,979,064 $ 43,979 $ 10,518,974 $ ( 10,366,733 ) $ 196,220 Common Shares Additional Paid-in Accumulated Shares Amount Capital Deficit Total Balances as of January 1, 2025 43,503,658 $ 43,504 $ 10,215,767 $ ( 7,437,090 ) $ 2,822,181 Balances 43,503,658 $ 43,504 $ 10,215,767 $ ( 7,437,090 ) $ 2,822,181 Exercised Stock Options 22,759 23 ( 23 ) - - Stock Based Compensation - - 239,337 - 239,337 Net Loss - - - ( 917,528 ) ( 917,528 ) Balances as of March 31, 2025 43,526,417 $ 43,527 $ 10,455,081 $ ( 8,354,618 ) $ 2,143,990 Balances 43,526,417 $ 43,527 $ 10,455,081 $ ( 8,354,618 ) $ 2,143,990 See accompanying notes to unaudited condensed consolidated financial statements. 7 KonaTel, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Cash Flows from Operating Activities: Net Loss $ ( 282,590 ) $ ( 917,528 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and Amortization 8,519 782 Credit Loss 19,503 - Stock-based Compensation 94,605 239,337 Change in Right of Use Asset 16,969 32,204 Change in Lease Liability ( 22,074 ) ( 33,186 ) Changes in Operating Assets and Liabilities: Accounts Receivable 121,781 969,550 Inventory ( 28,757 ) 14,331 Change in POTS Consigned Equipment ( 15,051 ) - Prepaid Expenses 15,194 ( 20,285 ) Accounts Payable and Accrued Expenses 32,251 ( 16,168 ) Net cash used in / provided by operating activities ( 39,650 ) 269,037 Cash Flows from Investing Activities Sale of Office Equipment ( 149 ) - Notes Receivable - 150,000 Net cash provided by (used in) investing activities ( 149 ) 150,000 Cash Flows from Financing Activities Net cash used in financing activities - - Net Change in Cash ( 39,799 ) 419,037 Cash - Beginning of Year 704,867 1,679,345 Cash - End of Period $ 665,068 $ 2,098,382 See accompanying notes to unaudited condensed consolidated financial statements. 8 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 then 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 $ 950,000 net of liabilities in the approximate amount of $ 415,000 ; and on November 1, 2016, it acquired the assets of CS Agency LLC (“CS Agency”), consisting of contract rights related to the cellular industry, in consideration of assuming liabilities of CS Agency in the approximate amount of $ 300,000 . With the completion of the KonaTel Nevada Merger, we succeeded to the current and intended business operations of KonaTel Nevada. 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. IM Telecom operates 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 (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. 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. 9 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 49 % of its Membership Interest in IM Telecom to Excess Telecom on the “Initial Closing Date” in consideration of the sum of $ 10,000,000 , and if approved by the FCC, would convey the remaining 51% of the Membership Interest in IM Telecom to Excess Telecom for the sum of $100 on the “Final Closing.” If not approved by the FCC, KonaTel shall retain 51% of IM Telecom; Excess Telecom shall retain 49% of IM Telecom; and KonaTel shall have no obligation to refund any portion of the funds paid by Excess Telecom to KonaTel. In the furtherance of this process, certain of the initial Transaction Documents have been restated by signature dated March 4, 2025, but effective as of the date or dates set forth at the beginning of each of the referenced Transaction Documents. See Part II-Other Information, in Item 6, Exhibits, hereof, for additional information in the Hyperlinked and referenced Current Reports related to the Excess Telecom Membership Purchase Agreement and Transaction Documents. 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 51 % by KonaTel and 49 % by Excess Telecom, and the parties withdrew the application for FCC approval. For KonaTel’s part, this entity change included transferring certain employees previously working for IM Telecom on KonaTel’s payroll to the new entity. As agreed by KonaTel and Excess Telecom, effective October 1, 2025, all combined net income of IM Telecom will be reported for federal income tax purposes as a partnership (Form 1065), and KonaTel will continue to receive distributions based upon a new Distribution Agreement for compensation from its sales under IM Telecom’s vertical sales channels, including all new sales stemming from our new healthcare vertical partnership as originally agreed. The Management Agreement originally signed on the Initial Closing date of January 22, 2024, has been terminated and is of no further force or effect and all ongoing business operations with continue under the “new” IM Telecom entity. The First Omnibus Agreement facilitated the payment of $ 700,000 to KonaTel from the remaining note receivable from Excess Telecom from the Initial Closing Date, and currently, there is a $ 150,000 note receivable due KonaTel from Excess Telecom under the Transaction Documents. See our 8-KA-2 Current Report dated January 22, 2024, filed with the SEC on September 30, 2025, which is Hyperlinked in Part II-Other Information, in Item 6, Exhibits, hereof, 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, CA, as well as in Europe and Asia. As of March 31, 2026, KonaTel has four (4) full-time employees and Apeiron Systems has thirteen (13) 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” and “POTS Replacement”), wholesale and retail mobile voice and mobile data IoT services and wholesale voice termination services. Except for our ETC Lifeline services distributed in partnership with Excess Telecom in up to forty (40) states/territories and our ACP services, which until termination of the ACP Program on June 1, 2024, had been distributed in the fifty (50) states, as well as Washington D.C. and Puerto Rico; 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 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. 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 51 % by us. All significant intercompany transactions are eliminated. 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 March 31, 2026. These reclassifications had no effect on the net loss or cash flows as previously reported. Net Income (Loss) Per Share 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 months ended March 31, 2026 is not included in the computation of diluted earnings per share because to do so would be anti-dilutive. As of March 31, 2026, there were potentially 2,616,667 dilutive shares. The following table reconciles the shares outstanding and net income used in the computations of both basic and diluted earnings per share of common stockholders: SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED 2026 2025 Years Ended March 31, 2026 2025 Numerator Net Loss $ ( 282,590 ) $ ( 917,528 ) Denominator Weighted-average common shares outstanding 43,979,064 43,526,417 Dilutive impact of stock options - - Weighted-average common shares outstanding, diluted 43,979,064 43,526,417 Net loss per common share Basic $ ( 0.01 ) $ ( 0.02 ) Diluted $ ( 0.01 ) $ ( 0.02 ) 11 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 March 31, 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 amount of $ 56,227 or 27.4 %, 29,648 or 14.4 %, and $ 23,085 or 11.2 %. As of March 31, 2025, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from two (2) customers in the amount of $ 281,661 or 49.8 %, and $ 101,223 or 17.9 %. It should be noted that the largest customer was the California Public Utilities Commission (“CPUC”). Concentration of Major Customer A significant amount of the revenue is derived from contracts with major customers. For the three (3) months ended March 31, 2026, the Company had three (3) customers that accounted for $ 710,687 or 38.1 % and $ 270,414 or 14.5 % and $ 236,783 or 12.7 % of revenue, respectively. For the three (3) months ended March 31, 2025, the Company had three (3) customers that accounted for $ 683,635 or 31.4 % and $ 281,661 or 12.9 % and $ 275,162 or 12.6 % 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. Going Concern For the three (3) months ended March 31, 2026, the Company generated net loss of ($ 282,590 ), compared to a net loss for the three (3) months ended March 31, 2025, of ($ 917,528 ). The accumulated deficit as of March 31, 2026, is ($ 10,366,733 ). 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. In addition, during 2025, the Company began to refocus its sales efforts on the Hosted Services solutions segment operated by its subsidiary, Apeiron Systems. While KonaTel will continue to receive monthly distributions from the IM Telecom partnership, our focus is now on growing on growing our Hosted Services offerings, which enjoy substantially higher margins and substantially lower customer churn characteristics. One 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 quarter 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 Q1 of 2026. In addition to the copper-wire POTS replacement program, the Company continues to pursue the launch of the Viva USA MVNO opportunity. The first 10,000 SIM cards have been purchased by and delivered to Viva for deployment. The Company has completed its pre-launch obligations; we continue to wait for launch implementation by Viva. We continue to remain optimistic that the IM Telecom healthcare vertical will begin to accelerate in 2026. The growth of this vertical relies on the marketing/communication efforts of our healthcare partner to inform millions of current/eligible customers of the opportunity to obtain wireless Lifeline services. 12 We continue to pursue additional financing opportunities to grow the aforementioned initiatives at higher growth rates than we are currently experiencing. The lack of our success in this effort as well as any of these foregoing initiatives raises substantial 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 sim cards, cell phones, and tablets, which are stored at our warehouse, or have been delivered to distributors in the field. 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 with distributors. At March 31, 2026, and December 31, 2025, the Company had inventory of $ 216,096 and $ 187,339 , respectively. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following major classifications as of March 31, 2026, and December 31, 2025: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2026 December 31, 2025 Lease Improvements $ 46,950 $ 46,950 Furniture and Fixtures 102,946 102,946 Billing Software 217,163 217,163 Office Equipment 94,552 94,402 Consigned Equipment 99,941 84,900 Property and equipment, gross $ 561,552 $ 546,361 Less: Accumulated Depreciation ( 465,528 ) ( 457,018 ) Property and equipment, net $ 96,024 $ 89,343 Depreciation related to Property and Equipment amounted to $ 8,519 and $ 782 for the three (3) months ended March 31, 2026, and 2025, respectively. Depreciation and amortization expenses are included as a component of operating expenses in the accompanying statements of operations. 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 rate of 7.50 %. Right-of-Use Assets are recorded on the balance sheet as intangible assets. The Company has Right-of-Use Assets through a lease of a property under a non-cancelable lease. As of March 31, 2026, the Company had one (1) property with lease terms in excess of one (1) year. This one (1) lease expires in 2030. Lease payables as of March 31, 2026, total $ 205,703 . Future lease liability payments under the terms of these leases are as follows: SCHEDULE OF FUTURE LEASE LIABILITY PAYMENTS 2026 $ 54,000 2027 54,000 2028 54,000 2029 54,000 2030 36,000 Total 252,000 Less Interest 46,295 Present value of minimum lease payments 205,705 Less Current Maturities 39,926 Long Term Maturities $ 165,779 The weighted average term of the Right-to-Use lease is 53.0 months recorded with a weighted average discount of 7.5 %. Total lease expense for the three (3) months ended March 31, 2026, and 2025, was $ 22,773 and $ 33,894 , respectively. 13 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 Lifeline licenses granted by the FCC, will not be amortized. The license was acquired through an acquisition. The fair market value of the license as of March 31, 2026, and December 31, 2025, was $ 634,251 . SCHEDULE OF INTANGIBLE ASSETS March 31, 2026 December 31, 2025 Customer List $ 1,135,962 $ 1,135,962 Software 2,407,001 2,407,001 ETC License 634,251 634,251 Less: Amortization ( 3,542,963 ) ( 3,542,963 ) Net Amortizable Intangibles 634,251 634,251 Right of Use Assets - net 200,463 217,432 Intangible Assets net $ 834,714 $ 851,683 Amortization expense amounted to $ 0 , and $ 0 for the three (3) months ended March 31, 2026, and 2025, respectively. Amortization expense is included as a component of operating expenses in the accompanying statements of operations. With the exception of the Lifeline license granted by the FCC, all intangible assets were fully amortized as of December 31, 2021. 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 March 31, 2026, there are no ongoing legal proceedings. 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 On December 13, 2018, the Company received a Notice of Assessment from the Pennsylvania Bureau of Corporation Tax regarding a state Gross Receipt Mobile Telecomm tax liability. The amount of the original assessment was $ 217,899 . The Company initially appealed this assessment in April 2019 on the grounds that the gross receipts tax was being incorrectly apportioned to Pennsylvania. This tax assessment remains under appeal, and counsel has been retained to close the appeal process. Although we maintain that this tax liability is incorrect, we have maintained an accrued liability of $ 268,456 since December 2023. Letters of Credit The Company had no outstanding letters of credit as of March 31, 2026. 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. 14 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 ( 2 ) reportable segments. The Company’s management evaluates performance and allocates resources based on the profit or loss from operations. Because the Company is a recurring revenue service business with very few physical assets, management does not use total assets by segment to make decisions regarding operations, and therefore, the total assets disclosure by segment has not been included. 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 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. Also included in our Mobile Services segment are the distributions received from the IM Telecom partnership. SCHEDULE OF REPORTABLE SEGMENTS Three Months ended March 31, 2026 Depreciation Net and Other Income Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 1,377,029 $ 1,562,061 $ 6,158 $ - $ ( 191,190 ) Mobile Services 528,033 136,417 2,361 - 389,255 Segment Total 1,905,062 1,698,478 8,519 - 198,065 Corporate Parent administration support - 480,655 - - ( 480,655 ) Gain on sale of subsidiary - - - - - Total Corporate - 480,655 - - ( 480,655 ) KonaTel, Inc. $ 1,905,062 $ 2,179,133 $ 8,519 $ - $ ( 282,590 ) 15 Three Months ended March 31, 2025 Depreciation Net and Other Income Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 1,429,323 $ 1,594,453 $ 516 $ - $ ( 165,646 ) Mobile Services 739,391 842,063 266 - ( 102,938 ) Segment Total 2,168,714 2,436,516 782 - ( 268,584 ) Corporate Parent administration support - 648,944 - - ( 648,944 ) Gain on sale of subsidiary - - - - - Total Corporate - 648,944 - - ( 648,944 ) KonaTel, Inc. $ 2,168,714 $ 3,085,460 $ 782 $ - $ ( 917,528 ) 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 (5) years from the date of grant. For the three months ended March 31, 2026, and 2025, the Company recorded options expense of $ 94,605 and $ 239,337 , respectively. The option expense not taken as of March 31, 2026, is $ 2,087,605 , with a weighted average term of 1.85 years. The following table represents stock option activity as of and for the three (3) months ended March 31, 2026: SCHEDULE OF STOCK OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life Aggregate Intrinsic Value Options Outstanding – December 31, 2025 3,495,000 $ 0.44 1.04 $ - Granted - - - Exercised - - - Forfeited - - - Options Outstanding – March 31, 2026 3,495,000 $ 0.44 0.78 $ - Exercisable and Vested, March 31, 2026 2,214,997 $ 0.63 1.18 $ - The aggregate intrinsic value for options outstanding as of March 31, 2026, is not calculated because the closing stock price on March 31, 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 March 31, 2026: Change in Plano Headquarters Suite Address Effective May 1, 2026, the headquarters address for the Company changed from 500 N Central Expressway, Ste. 202, Plano, TX 75074 to 500 N Central Expressway, Ste. 500, Plano, TX 75074. Beaty Stock Option Expiration At midnight on May 11, 2026, 25,000 incentive stock options granted and vested to director Robert Beaty expired without being exercised. 16 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 quarter ended March 31, 2026, Hosted Services (“CPaaS services”) accounted for approximately 74% of total Company revenue, and Mobile Services accounted for approximately 26% of Company revenue. While the Mobile Services segment does include distributions from our IM Telecom partnership, management continues to prioritize its growth initiatives within 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 newly released wholesale POTS service currently provided to regional carriers and resellers who, as of the end of this quarter, have activated approximately 800 POTS lines during our initial deployment period, and a health care related initiative within our Mobile Services segment. Comparison of the three (3) months ended March 31, 2026, to the three (3) months ended March 31, 2025 For the three (3) months ended March 31, 2026, we had $1,905,062 in revenues from operations compared to $2,168,714 for the three (3) months ended March 31, 2025, for a total revenue decrease of $263,653. The decrease in revenue was primarily due to fewer activations and a lower revenue-per-user for each activation from our 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 March 31, 2026, our cost of revenue was $1,099,458 compared to $1,516,821 in the three (3) months ended March 31, 2025, for a cost of revenue decrease of $417,363. Our cost of revenue decrease was primarily a result of a decrease in sales compensation and device costs related to fewer Lifeline activations during the three (3) months ended March 31, 2026. For the three (3) months ended March 31, 2026, we had gross profit of $805,604 compared to $651,893 in the three (3) months ended March 31, 2025, for a gross profit increase of $153,711. This increase primarily resulted from a 40.7% improvement in our gross margin percentage resulting from higher gross margins on our POTS replacement business. For the three (3) months ended March 31, 2026, total operating expenses were $1,086,819 compared to $1,581,538 in the three (3) months ended March 31, 2025, for a decrease of $494,719. This decrease resulted from lower payroll due to a transfer in workforce to the IM Telecom partnership as well as continued declines in legal fees and application development costs, respectively. For the three (3) months ended March 31, 2026, other income (expense) was ($1,375) compared to $12,117 in the quarter ended March 31, 2025. This decrease was a result of lower interest income received on cash deposits. For the three (3) months ended March 31, 2026, we had a net loss of ($282,590) compared to net loss of ($917,528) in the three (3) months ended March 31, 2025. Liquidity and Capital Resources As of March 31, 2026, we had $665,068 in cash and cash equivalents on hand. 17 In comparing liquidity between the three (3) month periods ended March 31, 2026, and December 31, 2025, cash decreased by 5.6%. Liabilities and total overall debt increased by 0.5% in the three (3) month period ended March 31, 2026, when compared to December 31, 2025. Our current ratio (current assets divided by our current liabilities) decreased to 0.59 as of March 31, 2026, compared to 0.68 as of December 31, 2025. Working capital decreased by 31.4%. Cash Flow from Operations During the three (3) months ended March 31, 2026, cash flow used by operating activities was $39,650, compared to $269,037 provided by operating activities in the three (3) months ended March 31, 2025, primarily related to a decrease in accounts receivable. Cash Flows from Investing Activities During the three (3) months ended March 31, 2026, cash flow used by investing activities was $150 as compared to $150,000 provided by investing activities for the three (3) months ended March 31, 2025. Cash Flows from Financing Activities During the three (3) months ended March 31, 2026 and the three (3) months ended March 31, 2025, there were no cash flows generated by Financing Activities. Going Concern For the three (3) months ended March 31, 2026, the Company generated a net loss of ($282,590), compared to net loss for the three (3) months ended March 31, 2025, of ($917,528). The accumulated deficit as of March 31, 2026, is ($10,366,733). 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. In addition, during 2025, the Company began to refocus its sales efforts on the Hosted Services solutions segment operated by its subsidiary, Apeiron Systems. While KonaTel will continue to receive monthly distributions from the IM Telecom partnership, our focus is now on growing on growing our Hosted Services offerings, which enjoy substantially higher margins and substantially lower customer churn characteristics. One 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 quarter of 2026, includes a wireless POTS replacement solution targeted at large national telecommunication service providers. Our primary sales efforts over the next 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 Q1 of 2026. In addition to the copper-wire POTS replacement program, the Company continues to pursue the launch of the Viva USA MVNO opportunity. The first 10,000 SIM cards have been purchased by and delivered to Viva for deployment. The Company has completed its pre-launch obligations; we continue to wait for launch implementation by Viva. We continue to remain optimistic that the IM Telecom healthcare vertical will begin to accelerate in 2026. The growth of this vertical relies on the marketing/communication efforts of our healthcare partner to inform millions of current/eligible customers of the opportunity to obtain wireless Lifeline services. We continue to pursue additional financing opportunities to grow the aforementioned initiatives at higher growth rates than we are currently experiencing. The lack of our success in this effort as well as any of these foregoing initiatives raises substantial 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 the three (3) month period ended March 31, 2026. 18 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 March 31, 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 amount of $56,227 or 27.4%, 29,648 or 14.4%, and $23,085 or 11.2%. As of March 31, 2025, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from two (2) customers in the amount of $281,661 or 49.8%, and $101,223 or 17.9%. It should be noted that the largest customer was the California Public Utilities Commission (“CPUC”). Concentration of Major Customer A significant amount of the revenue is derived from contracts with major customers. For the three (3) months ended March 31, 2026, the Company had three (3) customers that accounted for $710,687 or 38.1% and $270,414 or 14.5% and $236,783 or 12.7% of revenue, respectively. For the three (3) months ended March 31, 2025, the Company had three (3) customers that accounted for $683,635 or 31.4% and $281,661 or 12.9% and $275,162 or 12.6% 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 March 31, 2026, of our disclosure controls and procedures. While 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. Based upon this evaluation of prior reporting periods, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were ineffective as of March 31, 2026. We continue to take steps to remediate any specific disclosure controls and procedures that have been ineffective and will take the necessary steps over upcoming quarterly reporting periods to render future evaluations of controls as effective. 19 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 2025 10-K 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 adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5–1” trading arrangement during the periods reported in this Quarterly Report. 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: Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 16, 2026. 8-K Current Report dated January 22, 2024 (the “Excess Telecom Membership Purchase Agreement and related Transaction Documents”), filed with the SEC on January 30, 2024. 8-K/A-1 Current Report dated January 22, 2024 (the “Excess Telcom Membership Purchase Agreement and related Transaction Documents,” as amended or restated), filed with the SEC on March 10, 2025. 8-KA-2 Current Report dated January 22, 2024 (Excess Telecom Membership Purchase Agreement Transaction Documents,” as amended) filed with the SEC on September 30, 2025. 20 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: May 20, 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: May 20, 2026 By: /s/ D. Sean McEwen D. Sean McEwen Chairman and CEO Date: May 20, 2026 By: /s/ Brian R. Riffle Brian R. Riffle Chief Financial Officer 21