KonaTel, Inc. 10-Q

KonaTel, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ 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. 202 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 x No o 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 x No o 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 o Accelerated filer o Non-accelerated filer x Smaller reporting company x 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. o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x 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 43,566,814 shares Class Outstanding as of August 14, 2025 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%, which is subject to conveyance, if approved by the Federal Communications Commission (the “FCC”), to Excess Telecom, Inc., a Nevada corporation (“Excess Telecom”), under a Membership Interest Purchase Agreement effective at January 22, 2024. We have temporarily withdrawn our change of control application regarding IM Telecom with the FCC to provide additional information needed to obtain the required approvals. Our intent is to refile the application and gain approval of not only the change in control but approval of all pending SAC applications. See the headings “Going Concern” and “Subsequent Events” in NOTES 1 and 9, respectively, of our financial statements contained herein; and for additional information on the conditions of this conveyance and related agreements, see our 8-K Current Report dated January 22, 2024 (“Excess Telecom Membership Purchase Agreement and related Transaction Documents”), filed with the United States Securities and Exchange Commission (the “SEC”) on January 30, 2024, and our 8-K/A-1 Current Report dated January 22, 2024, filed with the SEC on March 10, 2025, which are Hyperlinked in Part II, Other Information, Item 6, Exhibits, hereof, and are incorporated herein by reference. 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 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, 2024, filed with the SEC on April 15, 2025, which Risk Factors commence on page ten (10) thereof. A copy of the Annual Report 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 June 30, 2025 INDEX Page No. PART I – FINANCIAL INFORMATION Item 1. Financial Statements & Footnotes 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II – OTHER INFORMATION Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mine Safety Disclosures 21 Item 5. Other Information 21 Item 6. Exhibits 21 SIGNATURES 22 PART I - FINANCIAL STATEMENTS June 30, 2025 Table of Contents Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited), and December 31, 2024 4 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025, and 2024 (unaudited) 5 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025, and 2024 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025, and 2024 (unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 3 KonaTel, Inc. Condensed Consolidated Balance Sheets (Unaudited) June 30, 2025 December 31, 2024 Assets Current Assets Cash and Cash Equivalents $ 1,491,346 $ 1,679,345 Accounts Receivable, Net 509,571 1,533,015 Inventory, Net 118,242 163,063 Prepaid Expenses 75,349 94,496 Other Current Assets 310,988 112,170 Total Current Assets 2,505,496 3,582,089 Property and Equipment, Net 13,563 15,128 Other Assets Intangible Assets, Net 323,468 323,468 Right of Use Asset 257,499 319,549 Notes Receivable 850,000 1,000,000 Other Assets 74,328 74,328 Total Other Assets 1,505,295 1,717,345 Total Assets $ 4,024,354 $ 5,314,562 Liabilities and Stockholders’ Equity Current Liabilities Accounts Payable and Accrued Expenses $ 2,675,605 $ 2,277,597 Right of Use Operating Lease Obligation - Current 78,457 113,740 Income Tax Payable 184,051 184,051 Total Current Liabilities 2,938,113 2,575,388 Long Term Liabilities Right of Use Operating Lease Obligation - Long Term 195,999 227,776 Total Long-Term Liabilities 195,999 227,776 Total Liabilities 3,134,112 2,803,164 Commitments and Contingencies Stockholders’ Equity Common stock, $ 0.001 par value, 50,000,000 shares authorized 43,541,140 outstanding and issued at June 30, 2025, and 43,503,658 outstanding and issued at December 31, 2024 43,541 43,504 Additional Paid In Capital 10,699,743 10,215,767 Accumulated Deficit ( 9,853,042 ) ( 7,747,873 ) Total Stockholders’ Equity 890,242 2,511,398 Total Liabilities and Stockholders’ Equity $ 4,024,354 $ 5,314,562 See accompanying notes to unaudited condensed consolidated financial statements. 4 KonaTel, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue $ 2,158,656 $ 4,343,179 $ 4,327,370 $ 9,979,016 Cost of Revenue 1,608,416 3,443,472 3,125,237 7,951,804 Gross Profit 550,240 899,707 1,202,133 2,027,212 Operating Expenses Payroll and Related Expenses 1,081,633 1,341,046 2,192,333 2,793,146 Operating and Maintenance 2,069 1,421 3,489 2,965 Credit Loss 13,910 — 13,910 1,448 Professional and Other Expenses 325,750 231,302 483,181 341,525 Utilities and Facilities 48,528 59,332 94,939 110,118 Depreciation and Amortization 782 2,449 1,565 4,899 General and Administrative 64,975 44,573 114,962 105,968 Marketing and Advertising 5,396 27,031 10,482 61,027 Application Development Costs 172,967 387,800 351,493 593,883 Taxes and Insurance 32,788 59,115 63,981 113,550 Total Operating Expenses 1,748,798 2,154,069 3,330,335 4,128,529 Operating Loss ( 1,198,558 ) ( 1,254,362 ) ( 2,128,202 ) ( 2,101,317 ) Other Income and Expense Gain on Sale — — — 9,247,726 Interest Expense — — ( 577 ) ( 104,329 ) Other Income/(Expense), net 10,917 ( 4,763 ) 23,610 ( 68,693 ) Total Other Income and Expenses 10,917 ( 4,763 ) 23,033 9,074,704 Income (Loss) Before Income Taxes ( 1,187,641 ) ( 1,259,125 ) ( 2,105,169 ) 6,973,387 Income Tax Expense (Benefit) — ( 149,428 ) — — Net Income (Loss) $ ( 1,187,641 ) $ ( 1,109,697 ) $ ( 2,105,169 ) $ 6,973,387 Earnings (Loss) per Share Basic $ ( 0.03 ) $ ( 0.03 ) $ ( 0.05 ) $ 0.16 Diluted $ ( 0.03 ) $ ( 0.03 ) $ ( 0.05 ) $ 0.16 Weighted Average Outstanding Shares Basic 43,537,102 43,412,602 43,536,341 43,301,670 Diluted 43,537,102 43,412,602 43,536,341 43,301,670 See accompanying notes to unaudited condensed consolidated financial statements. 5 KonaTel, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) Common Shares Additional Accumulated Shares Amount Paid-in Capital Deficit Total Balances as of January 1, 2025 43,503,658 $ 43,504 $ 10,215,766 $ ( 7,747,873 ) $ 2,511,398 Exercised Stock Options 37,482 37 ( 37 ) — — Stock Based Compensation — — 484,014 — 484,014 Net Loss — — — ( 2,105,169 ) ( 2,105,169 ) Balances as of June 30, 2025 43,541,140 $ 43,541 $ 10,699,743 $ ( 9,853,042 ) $ 890,242 Common Shares Additional Accumulated Shares Amount Paid-in Capital Deficit Total Balances as of April 1, 2025 43,526,417 $ 43,527 $ 10,455,081 $ ( 8,665,401 ) $ 1,833,207 Exercised Stock Options 14,723 14 ( 14 ) — — Stock Based Compensation — — 244,677 — 244,677 Net Income — — — ( 1,187,641 ) ( 1,187,641 ) Balances as of June 30, 2025 43,541,140 $ 43,541 $ 10,699,743 $ ( 9,853,042 ) $ 890,242 Common Shares Additional Accumulated Shares Amount Paid-in Capital Deficit Total Balances as of January 1, 2024 43,145,720 $ 43,146 $ 9,182,140 $ ( 12,238,691 ) $ ( 3,013,405 ) Exercised Stock Options 327,234 327 40,923 — 41,250 Stock Based Compensation — — 446,746 — 446,746 Net Loss — — — 6,973,387 6,973,387 Balances as of June 30, 2024 43,472,954 $ 43,473 $ 9,669,809 $ ( 5,265,304 ) $ 4,447,978 Common Shares Additional Accumulated Shares Amount Paid-in Capital Deficit Total Balances as of April 1, 2024 43,333,220 $ 43,333 $ 9,447,272 $ ( 4,155,607 ) $ 5,334,998 Exercised Stock Options 139,734 140 ( 140 ) — — Stock Based Compensation — — 222,677 — 222,677 Net Income — — — ( 1,109,697 ) ( 1,109,697 ) Balances as of June 30, 2024 43,472,954 $ 43,473 $ 9,669,809 $ ( 5,265,304 ) $ 4,447,978 See accompanying notes to unaudited condensed consolidated financial statements. Common Shares Additional Paid-in Capital Accumulated Deficit 6 KonaTel, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2025 2024 Cash Flows from Operating Activities: Net Income (Loss) $ ( 2,105,169 ) $ 6,973,387 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and Amortization 1,565 4,899 Gain on Sale of IM Telecom (49%) — ( 9,247,726 ) Loan Origination Cost Amortization — 49,579 Credit Loss 13,910 1,448 Stock-based Compensation 484,014 446,747 Change in Right of Use Asset 62,050 60,901 Change in Lease Liability ( 67,059 ) ( 51,983 ) Changes in Operating Assets and Liabilities: Accounts Receivable 1,009,534 ( 344,885 ) Inventory 44,821 674,911 Prepaid Expenses and Other Asset ( 179,672 ) 12,221 Accounts Payable and Accrued Expenses 398,007 ( 570,449 ) Income Tax Payable — — Net cash used in operating activities ( 337,999 ) ( 1,990,950 ) Cash Flows from Investing Activities Sale of IM Telecom (49%) — 9,558,509 Notes Receivable 150,000 ( 1,000,000 ) Net cash provided by investing activities 150,000 8,558,509 Cash Flows from Financing Activities Repayments of amounts of Notes Payable — ( 3,704,750 ) Cash received from Stock Options Exercised — 41,250 Net cash used in financing activities — ( 3,663,500 ) Net Change in Cash ( 187,999 ) 2,904,059 Cash - Beginning of Year 1,679,345 777,103 Cash - End of Period $ 1,491,346 $ 3,681,162 Supplemental Disclosure of Cash Flow Information Cash paid for interest $ — $ 54,750 Cash paid for taxes $ — $ — Non-cash investing and financing activities: See accompanying notes to unaudited condensed consolidated financial statements. 7 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”). Apeiron Systems is headquartered in Johnstown, Pennsylvania, where it has customer service and software engineering resources staffed. Additional development resources are staffed out of Los Angeles, California, as well as in Europe and Asia. 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. 8 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, will 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 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 related Transaction Documents. IM Telecom is headquartered in Plano, Texas, and has a warehouse operation in Tulsa, Oklahoma, and a customer service center in Atmore, Alabama. Apeiron Systems has twelve (12) full-time employees. The current employees of IM Telecom, twelve (12) full-time employees, novated to Excess Telecom under the Excess Telecom Membership Purchase Agreement at the time of the Initial Closing Date. These employees continue to engage in the same manner and function of service provided prior to the aforementioned agreement. KonaTel has four (4) 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 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 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. 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 condensed unaudited interim financial 9 statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2024, which are available by Hyperlink in our 10-K Annual Report for the year ended December 31, 2024, filed with the SEC on April 15, 2025, in Item 6, Exhibits, hereof, and which is incorporated herein by reference. 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 (“GAAP”) 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 credit losses, 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. 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 (3) months ended June 30, 2025, and the six (6) months ended June 30, 2025, are not included in the computation of diluted earnings per share because to do so would be anti-dilutive. As of June 30, 2025, there were potentially 2,801,664 dilutive shares. The following table reconciles the shares outstanding and net income (loss) used in the computations of both basic and diluted earnings per share of common stockholders: Summary of Significant Accounting Policies -Schedule of Earnings Per Share, Basic and Diluted Three (3) Months Ended June 30, 2025 2024 Numerator Net Loss $ ( 1,187,641 ) $ ( 1,109,697 ) Denominator Weighted-average common shares outstanding 43,537,102 43,412,602 Dilutive impact of stock options — — Weighted-average common shares outstanding, diluted 43,537,102 43,412,602 Net income per common share Basic $ ( 0.03 ) $ ( 0.03 ) Diluted $ ( 0.03 ) $ ( 0.03 ) Six (6) Months Ended June 30, 2025 2024 Numerator Net Loss $ ( 2,105,169 ) $ 6,973,387 Denominator Weighted-average common shares outstanding 43,536,341 43,301,670 Dilutive impact of stock options — — Weighted-average common shares outstanding, diluted 43,536,341 43,301,670 Net income per common share Basic $ ( 0.05 ) $ 0.16 Diluted $ ( 0.05 ) $ 0.16 10 Concentrations of Credit Risk Trade Account Receivables Sales Revenue Customer Concentration 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, 2025, 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 $ 183,185 or 35.6 %, $ 96,017 or 18.7 % and $ 63,848 or 12.4 %. It should be noted that the largest customer is the California Public Utilities Commission (“CPUC”). As of December 31, 2024, the Company had a significant concentration of receivables from two (2) customers in the amounts of $ 1,054,726 or 54.0 %, and $ 625,741 or 32.1 %. 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, 2025, the Company had one (1) customer that accounted for $ 746,954 or 34.6 % of revenue. For the three (3) months ended June 30, 2024, the Company had two (2) customers that accounted for $ 1,321,520 or 30.3 % and $ 1,071,558 or 24.6 % 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. For the six (6) months ended June 30, 2024, the Company had three (3) customers that accounted for $ 4,212,158 or 42.2 %, $ 2,050,102 or 20.5 % and $ 1,677,762 or 16.8 %, respectively. Effect of Recent Accounting Pronouncements The Company has evaluated all recent accounting pronouncements and believes that none will have a significant effect on the Company’s financial statements. Going Concern Credit Facility For the three (3) months ended June 30, 2025, the Company generated a net loss of ($ 1,187,641 ), compared to a net loss of ( 1,109,697 ) for the three (3) months ended June 30, 2024. For the six (6) months ended June 30, 2025, the Company generated a net loss of ($ 2,105,169 ), compared to a net income for the six (6) months ended June 30, 2024, of $ 6,973,387 . During the six (6) months ended June 30, 2024, the Company sold a 49% interest in IM Telecom to Excess Telecom, which provided capital that allowed us to retire all outstanding debt and retain additive cash. The accumulated deficit as of June 30, 2025, is ($ 9,853,042 ). We are one of only approximately 20 telecommunication carriers to hold a national wireless ETC (“Lifeline”) license, which provides us with additive reimbursement rates within the states we operate. We have currently grown our ETC footprint to forty (40) states, eight (8) of which are awaiting FCC Study Area Code (“SAC”) approval to gain operational capability with those new states. We have temporarily withdrawn our IM Telecom change of control application to the FCC. In the interim, we continue to focus our Lifeline marketing efforts primarily within the states of California and Oklahoma, both of which have supplemental Lifeline subsidies that provide for profitable growth and sustainability. We continue to keep our $ 5 M line of credit facility open with the prospect of growing our Lifeline mobile services sector at the opportune time. Additionally, we have a contract with one of the largest healthcare providers in the United States to provide mobile voice service to their qualified Medicaid recipient base of over several million subscribers. We are currently awaiting regulatory approval from the state of California to potentially launch this program before the end of this year. Our hosted services division continues to show growth across several wholesale product sectors. The US wired “copper” Plain Old Telephone Service (“POTS”) infrastructure has reached its end of life and is being retired by all major telecommunications providers. As such, we are experiencing accelerating growth within our wholesale POTS wireless replacement service, which has been specifically designed to support large service providers with a current imbedded base of POTS subscribers. Next, we continue to expand our wholesale Short Messaging Service (“SMS”) product targeted at high volume SMS companies. And finally, we continue to expand additional infrastructure and software solutions within our Mobile Virtual Network Aggregation (“MVNA”) wireless voice and data platform to support growing opportunities we see in the Mobile Service Network Operator (“MVNO”) market. We also continue to focus on a program launch date for our hosted services initiative with VIVA-US Telecommunications, Inc. (“VIVA-US”). 11 The above product applications and sales initiatives require capital to sustain our expansion efforts, which we continued to fund through internal resources. The growth and launch of these services will play a significant role in our ability to continue operations without additional cost reduction measures. A lack of success with 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 June 30, 2025, and December 31, 2024, the Company had net inventory of $ 118,242 and $ 163,063 , respectively. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following major classifications as of June 30, 2025, and December 31, 2024: Property and Equipment - Schedule of Property and Equipment June 30, 2025 December 31, 2024 Lease Improvements Lease Improvements $ 46,950 $ 46,950 Furniture and Fixtures Furniture and Fixtures 102,946 102,946 Billing Software 217,163 217,163 Office Equipment Office Equipment 94,552 94,552 461,611 461,611 Less: Accumulated Depreciation ( 448,048 ) ( 446,483 ) Property and equipment, net $ 13,563 $ 15,128 Depreciation related to Property and Equipment amounted to $ 782 and $ 2,449 for the three (3) months ended June 30, 2025, and 2024, respectively. Depreciation related to Property and Equipment amounted to $ 1,565 and $ 4,899 for the six (6) months ended June 30, 2025, and 2024, 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 Minimum Maximum Right-of-Use Assets consist of assets accounted for under ASC 842. The assets are recorded at present value using implied interest rates between 4.75 % and 7.50 %. Right-of-Use Assets are recorded on the balance sheet as intangible assets. The Company has Right-of-Use Assets through leases of property under non-cancelable leases. As of June 30, 2025, the Company had four (4) properties with lease terms in excess of one (1) year. Of these four (4) leases, two (2) leases will expire in 2025, one (1) lease expires in 2026, and one (1) lease expires in 2030 . Lease payables as of June 30, 2025, total $ 274,456 . Future lease liability payments under the terms of these leases are as follows: Right-of-Use Assets - Schedule of Future Minimum Lease Payments for Operating Leases 2025 $ 53,410 2026 65,967 2027 54,000 2028 54,000 2029 54,000 Thereafter 36,000 Total 317,377 Less Interest 30,413 Present value of minimum lease payments 286,965 Less Current Maturities 80,568 Long Term Maturities $ 206,396 The weighted average term of the Right-to-Use leases is 61.5 months recorded with a weighted average discount of 7.24 %. Total lease expense for the three (3) months ended June 30, 2025, and 2024, was $ 35,517 and $ 48,371 , respectively. Total lease expense for the six (6) months ended June 30, 2025, and 2024, was $ 69,410 and $ 87,594 , respectively. 12 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, 2025, and December 31, 2024, was $ 323,468 . June 30, 2025 December 31, 2024 Customer List $ 1,135,962 $ 1,135,962 Software 2,407,001 2,407,001 ETC License 323,468 323,468 Less: Amortization ( 3,542,963 ) ( 3,542,963 ) Net Amortizable Intangibles 323,468 323,468 Right of Use Assets, net 257,499 319,549 Intangible Assets, net $ 580,967 $ 643,017 Amortization expense amounted to $ 0 , and $ 0 for the three (3) months ended June 30, 2025, and 2024, respectively. Amortization expense amounted to $ 0 , and $ 0 for the six (6) months ended June 30, 2025, and 2024, 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 June 30, 2025, 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 In June of 2021, the Company received an audit determination and assessment from the State of Pennsylvania related to sales and use tax for the audit period of January 1, 2016, through September 30, 2019. The assessment is in the amount of $ 115,000 , including interest and penalties calculated on sales made inside and outside Pennsylvania. The Company has recorded the full amount of this assessment. The Company appealed the assessment in August, 2021, and at the request of the state, provided additional information to support its appeal. The Company’s position is that Pennsylvania has no sales tax authority to levy and collect sales tax on sales made outside of Pennsylvania. The Company initially recorded an expected liability of $7,000, based on known sales inside Pennsylvania. The State of Pennsylvania rejected an appeal by the Company. The Company has agreed to a twenty-four (24) month payment plan in regard to the sales tax liability with the State of Pennsylvania, which commenced in December, 2023. Following the final payoff of the liability, the Company may have the right to re-open an appeal with the state for a refund of the liability. Letters of Credit The Company has a $ 5 M outstanding letter of credit with ACP Finance as of June 30, 2025. As of this filing, no funds are payable on this line of credit. 13 NOTE 7 – SEGMENT REPORTING In November 2023, the Financial Accounting Standards Board (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 ( 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 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. 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 Lifeline license to low-income American households that qualify for the FCC’s Lifeline mobile voice service program and/or the FCC’s ACP mobile data program. Even though government programs like Lifeline have existed since 1985, these programs, along with newer programs like the ACP program, are subject to change and may have a material impact on our Mobile Services business if changed, reduced or eliminated. 14 The following table reflects the results of operations of the Company’s reportable segments: Segment Reporting - Reconciliation of Revenues to Segment Contribution Three (3) Months ended June 30, 2025 Depreciation and Other Net Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 1,578,248 $ 1,884,191 $ 572 $ — $ ( 306,515 ) Mobile Services 580,408 809,052 210 — ( 228,854 ) Segment Total Operating Segments 2,158,656 2,693,243 782 — ( 535,369 ) Corporate Parent administration support Parent Administration Support — 652,272 — — ( 652,272 ) Gain on sale of subsidiary — — — — — Total Corporate Total Corporate — 652,272 — — ( 652,272 ) KonaTel, Inc. $ 2,158,656 $ 3,345,515 $ 782 $ — $ ( 1,187,641 ) Three (3) Months ended June 30, 2024 Depreciation Net and Other Income Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 1,549,389 $ 1,733,393 $ 2,368 $ — $ ( 186,372 ) Mobile Services 2,793,790 2,983,613 81 — ( 189,904 ) Segment Total 4,343,179 4,717,006 2,449 — ( 376,276 ) Corporate Parent administration support — 733,421 — — ( 733,421 ) Gain on sale of subsidiary — — — — — Total Corporate — 733,421 — — ( 733,421 ) KonaTel, Inc. $ 4,343,179 $ 5,450,427 $ 2,449 $ — $ ( 1,109,697 ) Six (6) Months ended June 30, 2025 Depreciation and Other Net Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 3,007,571 $ 3,478,645 $ 1,088 $ — $ ( 472,162 ) Mobile Services 1,319,799 1,636,254 477 — ( 316,932 ) Segment Total 4,327,370 5,114,899 1,565 — ( 789,094 ) Corporate Parent administration support — 1,316,075 — — ( 1,316,075 ) Gain on sale of subsidiary — — — — — Total Corporate — 1,316,075 — — ( 1,316,075 ) KonaTel, Inc. $ 4,327,370 $ 6,430,974 $ 1,565 $ — $ ( 2,105,169 ) Six (6) Months ended June 30, 2024 Depreciation Net and Other Income Revenues Expenses Amortization Gain/Loss (Loss) Segment Hosted Services $ 3,032,773 $ 3,351,349 $ 4,737 $ — $ ( 323,313 ) Mobile Services 6,946,243 7,286,992 162 — ( 340,911 ) Segment Total 9,979,016 10,638,341 4,899 — ( 664,224 ) Corporate Parent administration support — 1,610,115 — — ( 1,610,115 ) Gain on sale of subsidiary — — — 9,247,726 9,247,726 Total Corporate — 1,610,115 — 9,247,726 7,637,611 KonaTel, Inc. $ 9,979,016 $ 12,248,456 $ 4,899 $ 9,247,726 $ 6,973,387 15 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 six (6) months ended June 30, 2025, and 2024, the Company recorded stock option expense of $ 484,014 and $ 446,746 , respectively. For the three (3) months ended June 30, 2025, and 2024, the Company recorded stock option expense of $ 244,677 and $ 222,677 , respectively. The option expense not taken as of June 30, 2025, is $ 3,050,455 , with a weighted average term of 2.76 years. The following table represents stock option activity as of and for the six (6) months ended June 30, 2025: Stockholders’ Equity - Schedule of Share-Based Compensation, Stock Option Activity Number of Weighted Average Weighted Average Aggregate Shares Exercise Price Remaining Life Intrinsic Value Options Outstanding – December 31, 2024 5,650,000 $ 0.78 3.80 $ — Granted — — — — Exercised ( 75,000 ) 0.15 — — Forfeited ( 75,000 ) — — — Options Outstanding – June 30, 2025 5,500,000 $ 0.40 1.30 $ — Exercisable and Vested, June 30, 2025 2,801,664 $ 0.52 1.49 $ — The aggregate intrinsic value for options outstanding as of June 30, 2025, is not calculated because the closing stock price on June 30, 2025, is less than the weighted average exercise price of outstanding options on that date. NOTE 9 – SUBSEQUENT EVENTS Subsequent Event Below are events that have occurred since June 30, 2025: Pearl Stock Option Exercise Effective at the close of business on July 25, 2025, Jeffrey R. Pearl, a former independent Board member, conveyed to the Company 13,948 shares of the Company’s common stock at a price of $ 0.2997 , in an exempt transaction pursuant to Section 16b-3(c), and in full payment of the $ 4,180 exercise price of 25,000 incentive stock options granted to him in 2020 at a price of $ 0.1672 per share, which was 110% of the fair market value of our common stock on the date of such grant. IM Telecom does not renew lease of Tulsa, OK distribution center Effective July 31, 2025, IM Telecom will have vacated its leased distribution center in Tulsa, Oklahoma. All remaining device inventory will be transferred to our Atmore AL location for distribution to future customers. All equipment and furniture are fully depreciated and will be sold, donated to charity or transferred to our Atmore, AL location. Beaty Stock Option Exercise Effective at the close of business on August 11, 2025, Robert Beaty, an independent Board member, conveyed to the Company 10,388 shares of the Company’s stock at a price of $ 0.315 , in an exempt transaction pursuant to Section 16b-3(c), and in full payment of the $ 3,372 exercise price of 25,000 incentive stock options granted to him in 2020 at a price of $ 0.1309 per share, which was 110% of the fair market value of our common stock on the date of such grant. IM Telecom efforts to resubmit application for change in control with the Federal Communications Commission (FCC) As previously reported, in May of 2025 IM Telecom withdrew its application for change in control as part of the acquisition of 49% of IM Telecom in the first quarter of 2024. The FCC has very specific requirements needed for any change in control of a service provider holding an approved ETC license. As such, IM Telecom believed that there were changes in its operational structure that would be required in order to better assist in the application process; therefore our initial application was withdrawn. IM Telecom is working with its regulatory counsel and operational teams to supply the needed requirements to accommodate and secure FCC approval. It is the intent of IM Telecom to keep open the ability to re-apply for a change in control and intends to re-initiate the application process once better suited for approval. 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 With the expiration of the ACP on June 1, 2024, throughout 2024, the Company chose to expand and reallocate its resources in California to offset the potential risk of an ACP Program end. In lieu of retaining the ACP subsidy, California offers state and federal subsidies which are similar in value to the ACP subsidy. Since Lifeline services are funded by the Federal Universal Service Fund (“FUSF”), and not subject to enactment or renewal of government funded appropriations, the Company chose to redirect resources to California Lifeline, where Average Revenue Per User (“ARPU”) is equal to or greater than that of ACP. As of June 30, 2025, we are currently approved to operate in forty (40) Lifeline states. This expanded footprint provides our mobile services business with additional opportunities to serve customers. Under IM Telecom’s national ETC license, the Company will continue to enroll and provide services to qualifying consumers in the FCC Lifeline Program. In the event another program similar to the ACP Program is approved, we are prepared to rapidly offer qualified consumers affordable communication services. In the quarter ended June 30, 2025, Hosted Services (“CPaaS services”) accounted for approximately 73% of total Company revenue, and Mobile Services (“Lifeline sales”) accounted for approximately 27% of Company revenue. The Lifeline Program is a U.S. government subsidized telecommunication program created in 1985. It is funded through fees collected from all U.S. telecommunication services invoices. Regardless of whether a program similar to the ACP Program is funded in the future, 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 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 700 POTS lines during our initial deployment period, and a health care related initiative within our Mobile Services segment. During the first quarter of 2024, the Company entered into a Membership Interest Purchase Agreement with Excess Telecom to sell a minority (49%) non-controlling share of IM Telecom in consideration of the sum of $10,000,000. As part of this sale, the Company paid off all existing and outstanding debt and gained substantial additional liquidity and Owner’s Equity into the business. Upon final sale of the remaining 51%, if approved by the FCC, the Company shall have the right to continue providing Lifeline qualified services through a Master Distribution Agreement with Excess Telecom, for not less than ten (10) years. If the FCC does not approve Excess Telecom’s petition to acquire IM Telecom under the Excess Telecom Membership Interest Purchase Agreement, the Company shall retain its majority 51% controlling share of IM Telecom and no monies paid by Excess Telecom to the Company shall be refundable. See NOTE 9 – Subsequent Events, of our financial statements, for additional information on the current FCC approval process. 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 related Transaction Documents. Comparison of the three (3) months ended June 30, 2025, to the three (3) months ended June 30, 2024 For the three (3) months ended June 30, 2025, we had $2,158,656 in revenues from operations compared to $4,343,179 for the three (3) months ended June 30, 2024, for a total revenue decrease of $2,184,523. The decrease in revenue was primarily due to the expiration of the ACP program on June 1, 2024, which resulted in fewer activations and a lower revenue-per-user for each activation. The company continues to explore new revenue streams such as delivery of mobile services through certain health care initiatives and hosted services partnerships. 17 For the three (3) months ended June 30, 2025, our cost of revenue was $1,608,416 compared to $3,443,472 in the three (3) months ended June 30, 2024, for a cost of revenue decrease of $1,835,056. Our cost of revenue decrease was primarily a result of a decrease in sales compensation and device costs related to the expiration of the ACP program causing a decline in marketing efforts to low-income consumers. For the three (3) months ended June 30, 2025, we had gross profit of $550,240 compared to $899,707 in the three (3) months ended June 30, 2024, for a gross profit decrease of $349,467. This decrease primarily resulted from a significant decline in activations in our Mobile Services segment due to the expiration of the Affordable Connectivity Program on June 1, 2024. For the three (3) months ended June 30, 2025, total operating expenses were $1,748,798 compared to $2,154,069 in the three (3) months ended June 30, 2024, for a decrease of $405,271. This decrease was primarily due to lower payroll costs and a reduction in application development costs in Apeiron. For the three (3) months ended June 30, 2025, other income (expense) was $10,917 compared to ($4,763) in the quarter ended June 30, 2024. For the three (3) months ended June 30, 2025, we had a net loss of ($1,187,641) compared to a net loss of ($1,109,697) in the three (3) months ended June 30, 2024. Comparison of the six (6) months ended June 30, 2025, to the six (6) months ended June 30, 2024 For the six (6) months ended June 30, 2025, we had $4,327,370 in revenues from operations compared to $9,979,016 for the six (6) months ended June 30, 2024, for a total revenue decrease of $5,651,646. The decrease in revenue was primarily due to the expiration of the ACP program on June 1, 2024. For the six (6) months ended June 30, 2025, our cost of revenue was $3,125,237 compared to $7,951,804 in the six (6) months ended June 30, 2024, for a cost of revenue decrease of $4,826,567, or a decrease of 60.7%. Our cost of revenue decrease was primarily the result of lower network, sales compensation and device costs, related to the expiration of the ACP program and lack of new mobile services subscribers. For the six (6) months ended June 30, 2025, we had gross profit of $1,202,133 compared to $2,027,212 in the six (6) months ended June 30, 2024, for a gross profit decrease of $825,079. This decrease primarily resulted from lower number of new mobile services subscribers. For the six (6) months ended June 30, 2025, total operating expenses were $3,330,335 compared to $4,128,529 in the six (6) months ended June 30, 2024, for a decrease of $798,194. This decrease was primarily due to lower payroll and related expenses and lower application development costs in Apeiron. For the six (6) months ended June 30, 2025, other income (expense) was $23,033 compared to $9,074,704 in the six (6) months ended June 30, 2024. This decrease was a result of the gain on sale recognized as part of the sale of 49% interest in IM Telecom in 2024. For the six (6) months ended June 30, 2025, we had a net loss of ($2,105,169) compared to net income of $6,973,387 in the six (6) months ended June 30, 2024. Liquidity and Capital Resources As of June 30, 2025, we had $1,491,346 in cash and cash equivalents on hand. In comparing liquidity between the six (6) month period ending June 30, 2025, and December 31, 2024, cash decreased by 11.2%. This decrease is the result of less cash flow generated for the period as compared to cash requirements. Liabilities and total overall debt increased by 11.8% in the six (6) month period ended June 30, 2025, when compared to December 31, 2024, primarily due to an increase in legal expenses. Our current ratio (current assets divided by our current liabilities) decreased to .85 as of June 30, 2025, compared to 1.39 as of December 31, 2024. Working capital decreased by 143%. 18 Cash Flow from Operations During the six (6) months ended June 30, 2025, cash flow used in operating activities was ($337,999), primarily as a result of changes in accounts receivable due from the state subsidy payments received from the state of California. Cash Flows from Investing Activities During the six (6) months ended June 30, 2025, cash flow provided by investing activities was $150,000, as a result of the payment received on the note receivable of $1,000,000 from the sale of 49% of IM Telecom. Cash Flows from Financing Activities During the six (6) months ended June 30, 2025, there were no cash flows generated by Financing Activities. Going Concern For the three (3) months ended June 30, 2025, the Company generated a net loss of ($1,187,641), compared to a net loss of (1,109,697) for the three (3) months ended June 30, 2024. For the six (6) months ended June 30, 2025, the Company generated a net loss of ($2,105,169), compared to a net income for the six (6) months ended June 30, 2024, of $6,973,387. During the six (6) months ended June 30, 2024, the Company sold a 49% interest in IM Telecom to Excess Telecom, which provided capital that allowed us to retire all outstanding debt and retain additive cash. The accumulated deficit as of June 30, 2025, is ($9,853,042). We are one of only approximately 20 telecommunication carriers to hold a national wireless ETC (“Lifeline”) license, which provides us with additive reimbursement rates within the states we operate. We have currently grown our ETC footprint to forty (40) states, eight (8) of which are awaiting FCC Study Area Code (“SAC”) approval to gain operational capability with those new states. We have temporarily withdrawn our IM Telecom change of control application to the FCC. In the interim, we continue to focus our Lifeline marketing efforts primarily within the states of California and Oklahoma, both of which have supplemental Lifeline subsidies that provide for profitable growth and sustainability. We continue to keep our $5M line of credit facility open with the prospect of growing our Lifeline mobile services sector at the opportune time. Additionally, we have a contract with one of the largest healthcare providers in the United States to provide mobile voice service to their qualified Medicaid recipient base of over several million subscribers. We are currently awaiting regulatory approval from the state of California to potentially launch this program before the end of this year. Our hosted services division continues to show growth across several wholesale product sectors. The US wired “copper” Plain Old Telephone Service (“POTS”) infrastructure has reached its end of life and is being retired by all major telecommunications providers. As such, we are experiencing accelerating growth within our wholesale POTS wireless replacement service, which has been specifically designed to support large service providers with a current imbedded base of POTS subscribers. Next, we continue to expand our wholesale Short Messaging Service (“SMS”) product targeted at high volume SMS companies. And finally, we continue to expand additional infrastructure and software solutions within our Mobile Virtual Network Aggregation (“MVNA”) wireless voice and data platform to support growing opportunities we see in the Mobile Service Network Operator (“MVNO”) market. The above product applications and sales initiatives require capital to sustain our expansion efforts, which we continued to fund through internal resources. . The growth and launch of these services will play a significant role in our ability to continue operations without additional cost reduction measures. A lack of success with 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-month period ending June 30, 2025. 19 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, 2025, 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 $183,185 or 35.6%, $96,017 or 18.7% and $63,848 or 12.4%. It should be noted that the largest customer is the California Public Utilities Commission (“CPUC”). As of December 31, 2024, the Company had a significant concentration of receivables from two (2) customers in the amounts of $1,054,726 or 54.0%, and $625,741 or 32.1%. 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, 2025, the Company had one (1) customer that accounted for $746,954 or 34.6% of revenue. For the three (3) months ended June 30, 2024, the Company had two (2) customers that accounted for $1,321,520 or 30.3% and $1,071,558 or 24.6% 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. For the six (6) months ended June 30, 2024, the Company had three (3) customers that accounted for $4,212,158 or 42.2%, $2,050,102 or 20.5% and $1,677,762 or 16.8%, respectively. Effect of Recent Accounting Pronouncements The Company has evaluated all recent accounting pronouncements and believes that none will have a significant effect on the Company’s financial statements. 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, 2025, of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025. 20 Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 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 Annual Report for the year ended December 31, 2024, filed with the SEC on April 15, 2025, 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 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. 21 Exhibits incorporated by reference: Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025. 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. 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, 2025 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, 2025 By: /s/ D. Sean McEwen D. Sean McEwen Chairman and CEO Date: August 19, 2025 By: /s/ Brian R. Riffle Brian R. Riffle Chief Financial Officer 22