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 SeptemberJune 30, 20202021

 

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

 

For the transition period from ____________ to________________________to____________

 

Commission File No. 001-10171

 

KonaTel, Inc.

(Exact name of the issuer as specified in its charter)

 

Delaware 80-0000245
(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer I.D. No.)

 

13601 Preston Road, # E816500 N. Central Expressway, Ste. 202

Dallas, Plano, Texas 7524075074

(Address of Principal Executive Offices)

 

214-323-8410214-323-8410

(Registrant 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.

Yesx 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). Yesx No o

 

Indicate by check mark whether the Registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, 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 oAccelerated filer o
Non-accelerated filer FilerxSmaller reporting company x
 Emerging Growth company xo

 

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. xo

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNox

 

Our website is www.konatel.com.

 

Our common stock is quoted on the OTC Markets Group, Inc. (“OTC Markets”) “OTC Pinkin its “OTCQB Tier” under the symbol “KTEL.”

 

1 

 

 

 

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 40,692,286 shares
Class Outstanding as of SeptemberJune 30, 20202021

 

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”), Apeiron Systems, Inc., a Nevada corporation doing business as “Apeiron” (“Apeiron”), and IM Telecom, LLC, an Oklahoma limited liability company doing business as “Infiniti Mobile” (“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,“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. 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KONATEL, INC.

FORM 10-Q

SEPTEMBERJune 30, 20202021

INDEX

 

 Page No.
Page No.
PART I – FINANCIAL INFORMATION3
Item 1.     Financial Statements & Footnotes4
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 3.     Quantitative and Qualitative Disclosures About Market Risk18
Item 4.     Controls and Procedures18

PART II – OTHER INFORMATION

19
Item 1.     Legal Proceedings19
Item 1A.  Risk Factors19
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds19
Item 3.     Defaults Upon Senior Securities19
Item 4.     Mine Safety Disclosures19
Item 5.     Other Information19
Item 6.     Exhibits20
  
SIGNATURES21

 

 

PART I - FINANCIAL STATEMENTS

 

SeptemberJune 30, 20202021

Table of Contents

 

Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20202021 (unaudited) and December 31, 201920204
Condensed Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 2021, and 2020 and 2019 (unaudited)5
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and ninesix months ended SeptemberJune 30, 2021, and 2020 and 2019 (unaudited)6
Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 2021,  and 2020 (unaudited) and 20197
Notes to Condensed Consolidated Financial Statements (unaudited)8

 

 

 

 

 

 

 

 

 

 

 

 

 

KonaTel, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

  September 30, 2020  December 31, 2019 
  (Unaudited)    
Assets        
Current Assets        
Cash and Cash Equivalents $588,213  $191,474 
Accounts Receivable, net  485,469   377,485 
Inventory, net  4,972   4,659 
Prepaid Expenses  1,348   1,743 
Other Current Asset  194   —   
Total Current Assets  1,080,196   575,361 
         
Fixed Asset        
Property and Equipment, net  91,873   102,689 
Right of Use Assets, net  64,690   78,584 
Total Fixed Assets  156,563   181,273 
         
Other Assets        
Intangible Assets, net  1,637,168   2,238,918 
Other Assets  172,065   207,740 
Total Other Assets  1,809,233   2,446,658 
Total Assets $3,045,992  $3,203,292 
         
Liabilities and Stockholders’ Equity        
Current Liabilities        
Accounts Payable and Accrued Expenses $1,060,340  $1,223,195 
Amount Due to Stockholder  41,692   151,357 
Revolving Line of Credit  —     12,237 
Note Payable - current portion  —     75,905 
Lease Liabilities - current portion  69,449   69,148 
Deferred Revenue  37,748   53,074 
Customer Deposits  —     31,087 
Total Current Liabilities  1,209,229   1,616,003 
         
Long Term Liabilities        
Lease Liabilities - long term  56,438   12,942 
Note Payable - long term  273,104   50,603 
Total Long Term Liabilities  329,542   63,545 
Total Liabilities  1,538,771   1,679,548 
         
Stockholders’ Equity        
Common stock, $.001 par value, 50,000,000 shares authorized, 40,692,286 outstanding and issued at September 30, 2020 and December 31, 2019  40,692   40,692 
Additional Paid-In Capital  7,410,800   7,380,029 
Accumulated Deficit  (5,944,271)  (5,896,977)
Total Stockholders’ Equity  1,507,221   1,523,744 
Total Liabilities and Stockholders’ Equity $3,045,992  $3,203,292 

  June 30, 2021  December 31, 2020 
Assets        
Current Assets        
Cash and Cash Equivalents $788,243  $715,195 
Accounts Receivable, net  743,678   434,801 
Inventory, Net  94,634   17,786 
Prepaid Expenses  6,239   2,365 
Other Current Asset  164   194 
Total Current Assets  1,632,958   1,170,341 
         
Property and Equipment, Net  53,632   79,571 
         
Other Assets        
Intangible Assets, Net  1,265,128   1,517,163 
Other Assets  154,296   172,065 
Total Other Assets  1,419,424   1,689,228 
Total Assets $3,106,014  $2,939,140 
         
Liabilities and Stockholders’ Equity        
Current Liabilities        
Accounts Payable and Accrued Expenses $977,038  $1,042,567 
Note Payable - current portion  17,308   94,339 
Right of Use Operating Lease Obligation - current  85,532   66,323 
Deferred Revenue       37,677 
Total Current Liabilities  1,079,878   1,240,906 
         
Long Term Liabilities        
Right of Use Operating Lease Obligation - long term  155,880   15,399 
Note Payable - long term  150,000   150,000 
Total Long Term Liabilities  305,880   165,399 
Total Liabilities  1,385,758   1,406,305 
Commitments and contingencies        
Stockholders’ Equity        
Common stock, $.001 par value, 50,000,000 shares authorized, 40,692,286 outstanding and issued at June 30, 2021 and December 31, 2020  40,692   40,692 
Additional Paid In Capital  7,539,690   7,460,632 
Accumulated Deficit  (5,860,126)  (5,968,489)
Total Stockholders’ Equity  1,720,256   1,532,835 
Total Liabilities and Stockholders’ Equity $3,106,014  $2,939,140 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

KonaTel, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

         
 

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

  Three Months Ended June 30,  Six Months Ended June 30, 
 2020  2019  2020  2019  2021  2020  2021  2020 
Revenue $2,527,281  $2,346,975  $6,741,830  $7,253,641  $2,913,873  $2,257,193  $5,306,711  $4,214,548 
Cost of Revenue  1,625,481   1,517,834   4,196,528   4,836,732   1,476,485   1,378,868   2,958,162   2,571,045 
                
Gross Profit  901,800   829,141   2,545,302   2,416,909   1,437,388   878,325   2,348,549   1,643,503 
                                
Operating Expenses                                
Payroll and Related Expenses  505,236   461,331   1,403,315   1,403,872   588,328   449,931   1,180,871   898,080 
Operating and Maintenance  161,650   225,252   582,349   1,034,287        228,678        420,700 
Bad Debt  39   3,300   1,729   3,300        190        1,690 
Professional Services  59,602        143,725      
Utilities and Facilities  8,438   21,066   24,928   80,839   18,995   22,994   70,797   47,232 
Depreciation and Amortization  246,090   251,117   763,358   753,350   213,552   231,597   427,105   486,526 
General and Administrative  17,641   13,306   44,777   91,639   37,616   12,568   145,661   27,135 
Marketing and Advertising  5,534   2,550   7,350   24,020   1,637   872   12,723   1,816 
Application Development Costs  119,740        119,740      
Taxes and Insurance  13,595   15,615   55,720   85,508   16,850   23,312   24,695   42,126 
Total Operating Expenses  958,223   993,537   2,883,526   3,476,815   1,056,320   970,142   2,125,317   1,925,305 
                                
Operating Loss  (56,423)  (164,396)  (338,224)  (1,059,906)
Operating Income  381,068   (91,817)  223,232   (281,802)
                                
Other Income and Expense                                
Interest Income  —     221   —     1,562 
Other Income  81,070   —     624,518   14,836        242,080        543,449 
Interest Expense  (4,694)  (11,631)  (23,459)  (34,314)  (7,514)  (8,214)  (9,756)  (18,765)
Other Non-Operating Expenses  (32,469)       (105,113)     
Total Other Income and Expenses  76,376   (11,410)  601,059   (17,916)  (39,983)  233,866   (114,869)  524,684 
                                
Net Income (Loss) $19,953  $(175,805) $262,835  $(1,077,822)
Net Income $341,085  $142,049  $108,363  $242,882 
                                
Net Income (Loss) per Share $0.00  $(0.00) $0.01  $(0.03)
                
Weighted Average Outstanding Shares - Basic  40,692,286   40,692,286   40,692,286   40,692,286 
                
Diluted Net Income (Loss) per Share $0.00  $(0.00) $0.01  $(0.03)
                
Weighted Average Outstanding Shares - Diluted  44,092,286   40,692,286   44,092,286   40,692,286 
Net Income per Share                
Basic $0.01  $0.00  $0.00  $0.01 
Diluted $0.01  $0.00  $0.00  $0.01 
Weighted Average Outstanding Shares                
Basic  40,692,286   40,692,286   40,692,286   40,692,286 
Diluted  44,217,286   44,092,286   44,217,286   44,092,286 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

KonaTel, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

         
 Common Shares  Additional  Accumulated     Common Shares  Additional  Accumulated    
 Shares  Amount  Paid-in Capital  Deficit  Total  Shares  Amount  Paid-in Capital  Deficit  Total 
Balances as of January 1, 2020  40,692,286  $40,692  $7,380,029  $(5,896,977) $1,523,744   40,692,286  $40,692  $7,380,029  $(5,896,977) $1,523,744 
                    
Stock Based Compensation  —     —     30,771   —     30,771   —          20,514        20,514 
Dividends Paid to Apeiron shareholders  —     —     —     (310,129)  (310,129)
Dividends Paid to Apeiron Systems shareholders  —               (310,129)  (310,129)
Net Income  —     —     —     262,835   262,835   —               242,882   242,882 
                                        
Balances as of September 30, 2020  40,692,286  $40,692  $7,410,800  $(5,944,271) $1,507,221 
Balances as of June 30, 2020  40,692,286  $40,692  $7,400,543  $(5,964,224) $1,477,011 
                    
Balances as of April 1, 2020  40,692,286  $40,692  $7,390,286  $(6,106,273) $1,324,705 
Stock Based Compensation  —          10,257        10,257 
Net Income  —               142,049   142,049 
                    
Balances as of June 30, 2020  40,692,286  $40,692  $7,400,543  $(5,964,224) $1,477,011 

 

  Common Shares  Additional  Accumulated    
  Shares  Amount  Paid-in Capital  Deficit  Total 
Balances as of July 1, 2020  40,692,286  $40,692  $7,400,543  $(5,964,224) $1,477,011 
                     
Stock Based Compensation  —     —     10,257   —     10,257 
Dividends Paid to Apeiron shareholders              —     —   
Net Income  —     —     —     19,953   19,953 
                     
Balances as of September 30, 2020  40,692,286  $40,692  $7,410,800  $(5,944,271) $1,507,221 
  Common Shares  Additional  Accumulated    
  Shares  Amount  Paid-in Capital  Deficit  Total 
Balances as of January 1, 2021  40,692,286  $40,692  $7,460,632  $(5,968,489) $1,532,835 
Stock Based Compensation  —          79,058        79,058 
Net Income  —               108,363   108,363 
                     
Balances as of June 30, 2021  40,692,286  $40,692  $7,539,690  $(5,860,126) $1,720,256 
                     
Balances as of April 1, 2021  40,692,286  $40,692  $7,491,976  $(6,201,211) $1,331,457 
Stock Based Compensation  —          47,714        47,714 
Net Income  —               341,085   341,085 
                     
Balances as of June 30, 2021  40,692,286  $40,692  $7,539,690  $(5,860,126) $1,720,256 

Common Stock

  Common Shares  Additional  Accumulated    
  Shares  Amount  Paid-in Capital  Deficit  Total 
Balances as of January 1, 2019  40,692,286  $40,692  $7,041,696  $(4,352,074) $2,730,314 
                     
Stock Based Compensation  —     —     259,962   —     259,962 
Value of Options Issued as Part of IM Telecom Acquisition  —     —     —     —     —   
Net Loss  —     —     —     (1,077,822)  (1,077,822)
                     
Balances as of September 30, 2019  40,692,286  $40,692  $7,301,658  $(5,429,896) $1,912,454 

Additional Paid-in Capital

  Common Shares  Additional  Accumulated    
  Shares  Amount  Paid-in Capital  Deficit  Total 
Balances as of July 1, 2019  40,692,286  $40,692  $7,414,595  $(5,254,091) $2,201,196 
                     
Stock Based Compensation  —     —     (112,937)  —     (112,937)
Net Loss  —     —     —     (175,805)  (175,805)
                     
Balances as of September 30, 2019  40,692,286  $40,692  $7,301,658  $(5,429,896) $1,912,454 

Accumulated Deficit

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

KonaTel, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

     
 Nine Months Ended September 30,  Six Months Ended June 30, 
 2020  2019  2021  2020 
Cash Flows from Operating Activities:                
Net Income (Loss) $262,835  $(1,077,822)
Net Income $108,363  $242,882 
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and Amortization  763,358   753,350   427,105   486,526 
Bad Debt  1,729   3,300        1,690 
Stock-based Compensation  30,771   259,962   79,058   20,514 
Amount recorded as loan forgiveness on SBA Covid Loans  (309,000)  —   
Changes in Operating Assets and Liabilities, net of effects of acquisition:        
Amount recorded as loan forgiveness’ on SBA Covid-19 Loans       (229,003)
Change in Right of Use Asset  (149,131)  (58,676)
Change in Lease Liability  159,690   68,034 
Changes in Operating Assets and Liabilities:        
Accounts Receivable  (109,713)  375,579   (308,877)  (109,915)
Notes Receivable  —     —   
Inventory  (313)  (477)  (76,848)  655 
Prepaid Expenses  395   6,077   (3,874)  263 
Accounts Payable and Accrued Expenses  (82,855)  (61,226)  (65,529)  (102,624)
Payments on Operating Lease Liabilities  (104,769)  (53,254)
Deferred Revenue  (15,326)  (27,121)  (37,677)  (15,072)
Customer Deposits  (31,087)  1,134        (31,087)
Other Assets  35,481   (200,474)  17,799   35,675 
Net cash provided by (used in) operating activities  441,506   (20,972)
Net cash provided by operating activities  150,079   309,862 
                
Cash Flows from Investing Activities                
Cash Received in Acquisition of IM Telecom  —     14,318 
Notes Receivable from Sale of Business Component  —     66,667 
Purchase of Assets  (10,833)  —          (3,168)
Asset Purchase of IM Telecom  —     (22,382)
Net cash provided by (used in) investing activities  (10,833)  58,603 
Net cash (used in) investing activities       (3,168)
                
Cash Flows from Financing Activities                
Repayment of Revolving Lines of Credit  (12,237)  (67,696)
Advances made by Stockholder  —     200,000 
Proceeds from Federal SBA Covid Loans  459,000   —   
Repayments of amounts due to Related Party  (109,665)  (86,808)
Repayment on Revolving Lines of Credit       (12,237)
Proceeds from Federal SBA Covid-19 Loans       458,900 
Repayments of amounts due to Related Party and Seller       (51,760)
Repayments of amounts of Notes Payable  (83,403)  —     (77,031)     
Dividends Paid to Apeiron shareholders  (287,630)  —          (256,012)
Net cash provided by (used in) financing activities  (33,935)  45,496   (77,031)  138,891 
                
Net Change in Cash  396,739   83,127   73,048   445,585 
Cash - Beginning of Year  191,474   56,510   715,195   191,474 
Cash - End of Period $588,213  $139,637  $788,243  $637,059 
                
Supplemental Disclosure of Cash Flow Information                
Cash paid for interest $17,651  $29,920  $3,133  $17,174 
Cash paid for taxes $—    $—    $    $   
                
Non-cash investing and financing activities:                
Asset Purchase of IM Telecom        
Accounts Receivable $—    $63,764 
Prepaid Expense $—    $2,400 
Furniture and Equipment at Fair Market Value $—    $1,308 
Accounts Payable and Accrued Expenses, net of cash $—    $(192,548)
License $—    $694,447 
Value of Options $—    $—   
Right of use assets obtained in exchange for new operating lease liabilities $129,108  $—    $199,245  $129,108 
Right of use asset terminated $(32,057) $—   
Vendor liability settlement $80,000  $—   

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

KONATEL, INC.KonaTel, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Overview of Company

 

KonaTel Nevada (as defined below) was organized under the laws of the State of Nevada on October 14, 2014, by its founder and then sole shareholder, D. Sean McEwen, to conduct the business of a full-service MVNO (“Mobile Virtual Network Operator”) provider that delivered cellular products and services to individual and business customers in various retail and wholesale markets.

 

KonaTel Inc., 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”). On December 18, 2017, we acquired KonaTel, Inc, a Nevada subsubchapter S-Corporation (“KonaTel Nevada”), in a merger with our acquisition subsidiary under which KonaTel Nevada became our wholly-owned subsidiary.

 

On December 31, 2018, we acquired Apeiron Systems, Inc., a Nevada corporation d/b/a “Apeiron” (“ApeironApeiron” or “Apeiron Systems”), which is also our wholly-owned subsidiary. Apeiron Systems was organized in 2013 and is an international Hosted Services CPaaS (“Communications Platform as a Service”) provider that designed, built, owns and operates its national private core network, supporting a suite of real-time business communications services andall accessible via proprietary Applications Programming Interfaces (“APIs”). As an Internet Telephony Service Provider (“ITSP”), Apeiron Systems holds a Federal Communications Commission (the “FCC”(“FCC”) numbering authority license. Some of Apeiron Systems’Apeiron’s Hosted Services include SIP/VoIPVoice over IP (“VoIP”), cellular and Over-The-Top (“OTT”) telephony, SMS/MMS messaging and broadcast services, SMS/MMS processing, BOT integration, NLP (“Natural Language Processing”), ML (“Machine Learning”), numbernumbering 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 mobile, toll freeMPLS, Dedicated Internet and DID landline numbers, SMS to Email services, Database Dip services, SD-WAN, voice termination,LTE Wireless WAN solutions. Apeiron’s Cloud Services include Information Data Dips, Software-Defined Wide Area Networking (“SD-WAN”), and numerous API driven services including voice, messaging,Internet of Things (“IOT”) data and networkdevice management.

 

On January 31, 2019, we acquired IM Telecom, LLC, an Oklahoma limited liability company, d/b/a “Infiniti Mobile” (“IM Telecom” or “Infiniti Mobile”), which became our wholly-owned subsidiary. Infiniti Mobile is an FCC licensed ETC (“Eligible Telecommunications Carrier”Carrier (“ETC”) and is one of 22 FCC licensed carrierswireless cellular resellers to hold an FCC approved Lifeline Compliance Plan in the United States. Under the FCC’s Lifeline program, Infiniti Mobile is currently authorized to provide government subsidized mobile telecommunications services to eligible low-income AmericansAmerican households, currently in eightnine states.

 

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 the audited financial statements of the Company for the year ended December 31, 2019.2020.

 

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. Significant estimates in these financial statements include the allowance for doubtful receivables, allowance for inventory obsolescence, the estimated useful lives of property and equipment, stock-based compensation, and customer lists. Actual results could differ from those estimates.

 

 

 

Basis of Consolidation

 

The condensed consolidated financial statements include the Company and three wholly-ownedwholly owned corporate subsidiaries, KonaTel Nevada, Apeiron Systems and IM Telecom. All significant intercompany transactions are eliminated.

 

Net Income/(Loss)Income Per Share

 

Basic income/(loss)income per common share calculations are determined by dividing net income/(loss)income by the weighted average number of shares of common stock outstanding during the period. Diluted income/(loss)income per common share calculations are determined by dividing net income/(loss)income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are computed by using the “Treasury Stock Method,” which computes the number of new shares that may potentially be created by unexercised options. Diluted common share equivalents are stock based compensation options.

The dilutive common shares for the three and nine months periods ended September 30, 2019, are not included infollowing table illustrates the computation of diluted earnings perthe dilutive common share because to do so would be anti-dilutive.equivalents under the Treasury Stock Method: Summary of Significant Accounting Policies - Schedule of Computation of Dilutive Common Share Equivalents Under Treasury Stock Method

     
Treasury Stock Method Calculation 
Total Shares Outstanding  40,692,286 
Potential Incremental Shares:    
Average Exercise Price $0.22 
Current Market Price $0.78 
Shares eligible for Purchase  3,525,000 
Average Price Received  769,586 
Shares at Market Price  986,648 
Incremental Shares under Treasury Stock Method  2,538,352 

 

The following table reconciles the shares outstanding and net income/(loss)income used in the computations of both basic and diluted earnings per share of common stockholders:

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  2020  2019  2020  2019 
Net income/(loss) $19,953  $(175,805) $262,835  $(1,077,822)
Weighted average shares outstanding during period on which basic earnings per share is calculated  40,692,286   40,692,286   40,692,286   40,692,286 
Effect of dilutive shares                
Incremental shares under stock-based compensation  —     —     —     —   
Weighted average shares outstanding during period on which diluted earnings per share is calculated  40,692,286   40,692,286   40,692,286   40,692,286 
                 
Earnings per share attributable to common stockholders                
Basic earnings (loss) per share $0.00  $(0.00) $0.01  $(0.03)
Diluted earnings (loss) per share $0.00  $(0.00) $0.01  $(0.03)

Summary of Significant Accounting Policies -Schedule of Earnings Per Share, Basic income/(loss) per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding.Diluted

Dilutive common share equivalents are computed using the Treasury Stock Method, which computes the number of new shares that may potentially be created by unexercised options. The effects of incremental shares under stock-based compensation would be anti-dilutive because no options are in the money during the reporting periods. The number of shares that would have been reported had the options been in the money would have been 3,400,000 and 2,650,000 respectively for both the three month and nine-month periods ended September 30, 2020, and 2019.

                 
  Three Months Ended June 30,  Six Months Ended June 30, 
  2021  2020  2021  2020 
Net income $341,085  $142,049  $108,363  $242,882 
Weighted average shares outstanding during period on which basic earnings per share is calculated  40,692,286   40,692,286   40,692,286   40,692,286 
Effect of dilutive shares                
Incremental shares under stock-based compensation  2,538,352   3,400,000   2,538,352   3,400,000 
Weighted average shares outstanding during period on which diluted earnings per share is calculated  43,230,638   44,092,286   43,230,638   44,092,286 
                 
Earnings per share attributable to common stockholders                
Basic earnings per share $0.01  $0.00  $0.00  $0.01 
Diluted earnings per share $0.01  $0.00  $0.00  $0.01 

 

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.

Trade Accounts Receivable

Sales Revenue 

The Company has a concentration of risk with respect to trade receivables from customers and other cellular providers. As of SeptemberJune 30, 2021, 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 amounts of $106,783 and $447,738, or 14.36% and 60.21% of total accounts receivable, respectively. As of December 31, 2020, 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 amounts of 112,248,$194,509, or 40.3%52.4%, and $42,563,$52,843, or 15.3%, of total accounts receivable respectively. As of December 31, 2019, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from three customers in the amounts of $89,078, or 24.4%, $77,662, or 21.3% and $48,475, or 13.3%14.2%, respectively.

 

 

Concentration of Major Customer

 

A significant amount of the revenue is derived from contracts with major customers and cellular partners. For the ninesix months ended SeptemberJune 30, 2021, the Company had two (2) customers that accounted for $1,774,644 or 33.4% and $1,664,735 or 31.37% of revenue, respectively. For the six-month period ended June 30, 2020, the Company had one (1) customer that accounted for $2,332,716$1,309,330, or 34.6%31.1%, of revenue. For the nine-month period ended September 30, 2019, the Company had one customer that accounted for $1,810,875, or 25.0%, and one cellular provider that accounted for $2,028,814, or 27.0%, of the total revenue. For the three-month period ended September 30, 2020, the Company had one customer that accounted for $1,023,386 or 40.5%, of revenue. For the three-month period ended September 30, 2019, the Company had one customer that accounted for $634,668, or 27.0% and one cellular provider that accounted for $612,092, or 26.1% of the total revenue.

 

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 statement.statements.

Emerging Growth Company

The Company is an emerging growth company and 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.

NOTE 2 – TRANSACTIONS

January 2019 Transaction – IM Telecom Acquisition

Effective February 7, 2018, we entered into an Agreement for the Purchase and Sale of Membership Interest (the “PMSI”) dated as of February 5, 2018, with the transaction documents being deposited in escrow on February 7, 2018, respecting the acquisition of 100% of the membership interest in IM Telecom d/b/a “Infiniti Mobile” from its sole owner, Trevan Morrow.  The principal asset of IM Telecom was a “Lifeline Program” license (an FCC approved Compliance Plan), the transfer of ownership of which required prior approval of the FCC. Following the FCC approval of the transfer of the Lifeline Program license to us on October 23, 2018, the PSMI was completed on January 31, 2019.  At the closing, we also engaged Mr. Morrow as an independent consultant for ninety (90) days in consideration of $100 and granted him an incentive stock option to purchase 500,000 shares of our common stock at an exercise price of $0.20 per share. The incentive stock option to purchase 500,000 shares was cancelled under a Settlement Agreement and Release between the Company and Mr. Morrow dated September 4, 2019, under the indemnifying obligations of Mr. Morrow under the PSMI, as amended, by reason of an overpayment made to IM Telecom of $168,277.

The purchase price of $583,690 consisted of payments of debt and accounts payable made by the Company on behalf of IM Telecom from the PMSI effective date of February 7, 2018, until January 31, 2019, the closing date. The purchase price allocation included the FCC license valued at $634,252, cash of $14,318, accounts receivable of $123,959, prepaid other assets of $2,400, furniture and equipment of $1,309. As part of the transaction, the Company also agreed to assume accounts payable of $24,271.

The transaction was accounted for under the purchase method. The purchase price allocation to assets and liabilities assumed in the transaction was:

Cash $14,318 
Accounts Receivable  123,959 
Prepaid Expenses and Deposits  2,400 
Furniture and Equipment at Fair Value  1,309 
License  634,252 
Accounts Payable  (24,271)
Note Payable  (168,277)
   Net Assets Acquired $583,690 

The following table provides unaudited proforma results, prepared in accordance with ASC 805, for the nine months ended September 30, 2020, and 2019, respectively:

  

For the Nine

Months Ended

September 30, 2020

  

For the Nine

Months Ended

September 30, 2019

 
Net Sales $4,214,548  $4,972,947 
Net Profit (Loss) $242,882  $(936,870)
Net profit (loss) per share, basic and diluted $0.00  $(0.02)

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NOTE 32PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following major classifications as of SeptemberJune 30, 2020,2021, and December 31, 2019:2020: Property and Equipment - Schedule of Property and Equipment

 

  September 30, 2020  December 31, 2019 
Leasehold Improvements $46,950  $46,950 
Furniture and Fixtures  102,946   102,946 
Billing Software  217,163   217,163 
Office Equipment  97,719   86,887 
   464,778   453,946 
Less:  Accumulated Depreciation and Amortization  (372,906)  (351,257)
Property and equipment, net $91,872  $102,689 
  June 30, 2021  December 31, 2020 
Leasehold Improvements Leasehold Improvements $46,950  $46,950 
Furniture and Fixtures Furniture and Fixtures  102,946   102,946 
Billing Software Billing Software  217,163   217,163 
Office Equipment Office Equipment  94,552   94,552 
   461,611   461,611 
Less: Accumulated Depreciation  (407,979)  (382,040)
Property and equipment, net $53,632  $79,571 

 

Depreciation and amortization related to Property and Equipment amounted to $21,649$12,969 and $21,649 for the nine-month periods ended September 30, 2020, and 2019, respectively; and $7,216 and $7,217$7,216 for the three-month periods ended SeptemberJune 30, 2021, and 2020, respectively. For the six-month periods ended June 30, 2021, and 2019,2020, was $25,938 and $14,433, respectively. Depreciation and amortization expenseexpenses are included as a component of operating expenses in the accompanying statements of operations.

 

NOTE 43RIGHT-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 5.29%3.29% and 5.34%5.34%.

  September 30, 2020  December 31, 2019 
Right-of-Use Assets $261,476  $151,472 
Less: Accumulated Amortization  (196,785)  (72,888)
Right-of-Use, Net $64,691  $78,584 

Amortization amounted to $139,958 and $54,421 for Right-of-Use Assets are recorded on the nine months ended September 30, 2020, and 2019, respectively; and $38,290 and $18,140 for the three months ended September 30, 2020, and 2019, respectively. Amortization expense is includedbalance sheet as a component of operating expenses in the accompanying Condensed Consolidated Statements of Operations.intangible assets.

 

The Company has Right-of-Use Assets through leases of property under three (3) non-cancelable leasesleases. As of June 30, 2021, the Company had one (1) property with termsa lease term in excess of one (1) year. This lease liability expires March 31, 2026. The Company has two (2) current lease liabilities. These lease liabilities expire January 1, 2021, December 1, 2021, and May 15, 2022. 2022, respectively. In January 2021, the Company entered into a new, five (5) year lease for its corporate headquarters located in Plano, TX.

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

2020 $32,635 
   
2021 $72,646   $55,873 
2022 $20,606   $58,547 
2023  $45,578 
2024  $46,596 
2025  $47,615 
2026  $11,968 
Total $125,887   $266,177 
Less Current Maturities $69,449 
Less Interest  $24,765 
Present value of minimum lease payments  $241,412 
Current Maturities  $85,532 
Long Term Maturities $56,438   $155,880 

 

The Company also leases two office(2) office/retail spaces on a month-to-month basis. Total lease expense for the ninethree months ended SeptemberJune 30, 2021, and 2020, was $3,967and 2019,$3,217, respectively. Total lease expense for the six months ended June 30, 2021, and 2020, amounted to $10,653$8,185 and $52,592,$6,435, respectively, for these leases.

10 

NOTE 54INTANGIBLE 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 a Lifeline License granted by the FCC.

 

The Lifeline License, because of the nature of the asset and the limitation on the number of granted licenses by the FCC, will not be amortized. The Lifeline License was acquired through an acquisition. The fair market value of the License as of SeptemberJune 30, 2020,2021, was $634,251.$634,251

         
  June 30, 2021  December 31, 2020 
Customer List $1,135,962  $1,135,962 
Software  2,407,001   2,407,001 
ETC License  634,251   634,251 
Less: Amortization  (3,141,796)  (2,740,629)
Net Amortizable Intangibles  1,035,418   1,436,585 
Right of Use Assets - net  229,710   80,578 
Intangible Assets net $1,265,128  $1,517,163 

 

  September 30, 2020  December 31, 2019 
Customer Lists $1,135,961  $1,135,961 
Software  2,407,001   2,407,001 
License  634,251   634,252 
Less: Accumulated Amortization  (2,540,045)  (1,938,296)
Intangible Assets, net $1,637,168  $2,238,918 

11 

Amortization expense amounted to $601,750 and $677,280 for the nine months ended September 30, 2020, and 2019, respectively; and $200,583 and $225,760expenses for the three months ended SeptemberJune 30, 2021, and 2020, was $200,583. Amortization expense amounted to $401,167 for the six months ended June 30, 2021, and 2019,2020, respectively. Amortization expense is included as a component of operating expenses in the accompanying statements of operations.

 

Amortization expense is expected to be as follows:

Intangible Assets - Schedule of Intangible Assets Future Amortization Expense 

2020$802,333 
2021$200,584 
2021$401,168

 

NOTE 6 – AMOUNT DUE TO STOCKHOLDERCurrent intangible assets will be fully amortized as of December 31, 2021.

 

During 2019, Joshua Ploude, CEO of Apeiron Systems, advanced the Company $200,000. The amount was used to provide a vendor security deposit. The note bears a 10% per annum interest rate until May 1, 2019, at which time, the interest rate will increase to 12% per annum. The note had an original maturity date of July 10, 2019. The loan has been extended without a defined maturity end date. The amount due as of September 30, 2020, was $41,692.

NOTE 75NOTES PAYABLE

 

In June 2020, the Company received a Small Business Administration (“SBA”) Emergency Injury Disaster Loan (“EIDL”) in the amount of $150,000. $150,000. The maturity date of the 30-year note is June 2050. Interest will accrue at a rate of 3.75%3.75% per annum. Payments will begin inon this loan have been deferred by the SBA until June 2021.2022 due to the COVID pandemic.

 

The Company also received three (3) separate SBA Payroll Protection Loans in the amounts of $186,300, $101,800,$186,300, $101,800, and $20,900$20,900, for a total of $309,000.$309,000. Each loan includes an interest rate of 1%1% and a maturity date of April 14, 2022; however,2022. On March 8, 2021, the Company believeswas informed that 100%the payroll protection loans in the amounts of these loans will be$101,800 and $20,900 had been forgiven based upon currentby the SBA. On May 27, 2021, the Company was informed that the payroll protection loan SBA forgiveness guidelines. Asin the amount of September 30, 2020, all$186,300 had been forgiven. All loan proceeds have been recorded as forgiven and have beenwere recorded as Other Income.Income in 2020.

 

In conjunction with the Notes Payable, the Company received $10,000$10,000 in an SBA Emergency Injury Disaster Grant. This amount was recorded as Other Income.

On September 30, 2020, IM Telecom entered into a promissory note agreement to repay a Federal Universal Service Fund overpayment in the amount of $67,105. The term of the note is twelve (12) months and interest will accrue at a rate of 12.75% per annum. As of June 30, 2021, the balance of this note was $17,308. The Company anticipates that this note will be paid in full by July 31, 2021.

 

NOTE 86CONTINGENCIES 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 SeptemberJune 30, 2020,2021, there are no ongoing legal proceedings.

 

11 

Contract Contingency

 

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 in respect of an audit of sales and use tax liability for the audit period of January 1, 2016, through September 30, 2019. The assessment is in the amount of $111,650, including interest and penalties. The Company plans to appeal this assessment and strongly maintains, based on previous outcomes with the State of Pennsylvania, that it will be successful on appeal on a minimum of 93% of the assessment amount. A potential liability in the amount of $7,000 has been recorded

Letters of Credit

 

The Company maintains irrevocable standby letter of credit arrangements with a certain cellular carrier in the aggregate amount of $60,000. Thehad no outstanding letters of credit serve as collateral and security for various resale contracts the Company has with their suppliers. The letters of credit are unused as of SeptemberJune 30, 2020, and December 31, 2019, respectively. The letters of credit are not considered in the financial statements.2021.

 

NOTE 97SEGMENT REPORTING

 

The Company operates within fourtwo (2) reportable segments. The Company’s management evaluates performance and allocates resources based on the profit or loss from operations.operational needs and results. 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 Previously, the Company reported four (4) segments, consist ofincluding Hosted Services, Mobile Services, Lifeline ETC and Lifeline VETC. The Company has made the decision to consolidate and align its segment reporting by the type of service offering and believes this reporting will provide for a more accurate view of its lines of operation. Reportable segments now include Hosted Services and Mobile Services.

 

12 

Hosted Services – This segment includes a suite of hosted CPaaS services within the Apeiron Systems’ cloud platform, including SIP/VoIPCloud IVRs, Voicemail, Fax, Call Recording and other services SMS/MMS, BOT integration, mobile numbers, toll free numbers, DID landline numbers, SMS to Email, Database Dip, SD-WAN, voice terminationprovided with local, toll-free, and numerous API driven services.international phone numbers. Apeiron Systems developed, owns,also delivers public and supportsprivate IP network services from its servicesnational redundant network backbone including MPLS, Dedicated Internet and LTE Wireless WAN solutions. Additionally, Apeiron’s Cloud Services include Information Data Dips, Software-Defined Wide Area Networking (SD-WAN), and IOT data and device management. These Hosted Services are marketed nationally through its dedicated national telecommunications network. Apeiron Systems provides telecommunications services to application developers, call centers and small and medium size businesses and markets these services through itsApeiron’s website, independent sales agents, ISOs and SCOs.

 

Mobile Services – This segment includes retail and wholesale cellular voice/text/data services and IOT mobile data (IoT or “Internet of Things”) services. The Company consolidated its wholesaleservices from Apeiron and retail services with Apeiron Systems’ hosted CPaaS services, providing Apeiron Systems with an expanded portfolio of mobile services to bundle with its existing services. Apeiron Systems’ mobileIM Telecom. Mobile voice/text/data and IOT mobile data services are supported by a blend of reseller agreements with selectedselect 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.  Apeiron Systems’ mobileMobile voice/text/data and mobile data solutions are generally sold as traditional post-paid or pre-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. Apeiron Systems primarily markets its mobile services through independent sales agents and ISOs viaAlso included in our Mobile Services segment is the “Apeiron” brand.  These agents and ISOs generally marketdistribution of cellular voice service to small and medium sized businesses throughoutlow-income American households that qualify for the United States.  This type of marketing is also considered B2B (“Business to Business”) sales.

FCC’s Lifeline ETC – This segment operates under its own FCC approved Compliance Plan and FCC wireless ETC designation in eight states, which currently include Georgia, Kentucky, Maryland, Nevada, Oklahoma, South Carolina, Vermont, and Wisconsin.program, distributed by IM Telecom operating under its Infiniti Mobile brand, currently markets its Lifeline service through its Internet presence, its storefront in Tulsa, Oklahoma, and through ISOs that specialize in the distribution of Lifeline services.  These ISOs typically support teams of field agents who market directly to Lifeline eligible individuals requesting Lifeline service.  We provide phones and wireless voice/text/data service to Lifeline eligible individuals requesting Lifeline service. In some states, and depending on government requirements, we may only provide voice/text service with no mobile data.brand.

 

Lifeline VETC – This segment operates through a single VETC agent agreement with another ETC.  Following our acquisition of IM Telecom, thereby securing our own FCC approved Lifeline ETC license, we are phasing out this segment and we no longer distribute Lifeline service under this single VETC agent agreement; however, we continue to collect monthly commissions for those Lifeline lines that we distributed and which remain active under this single VETC agent agreement.

 

12 

The following table reflects the result of operations of the Company’s reportable segments:

Segment Reporting - Schedule of Segment Reporting Information 

 

Hosted

Services

  

Mobile

Services

  

Lifeline

ETC

  

Lifeline

VETC

  Total  Hosted Services  Mobile Services  Total 
For the nine months ended September 30, 2020                    
For the six months period ended June 30, 2021            
Revenue $3,688,637  $1,242,094  $1,420,698  $390,401  $6,741,830  $2,545,236  $2,761,475  $5,306,711 
Net Income (Loss) $(87,229) $(67,129) $224,981  $192,213  $262,835 
Gross Margin $975,966  $1,372,583  $2,348,549 
Depreciation and amortization $601,750  $52,559  $39,665  $69,384  $763,358  $405,045  $22,060  $427,105 
Additions to property and equipment $—    $—    $—    $—    $—                  
                    
For the three months ended September 30, 2020                    
Revenue $1,698,149  $154,788  $558,160  $116,184  $2,527,281 
Net Income (Loss) $38,971  $(115,877) $39,763  $57,096  $19,953 
Depreciation and amortization $190,583  $2,672  $23,664  $29,171  $246,090 
Additions to property and equipment $—    $—    $—    $—    $—   
                    
For the nine months ended September 30, 2019                    
Revenue $2,450,483  $1,943,318  $506,911  $2,352,909  $7,253,641 
Net Income (Loss) $(215,291) $144,955  $(462,519) $(544,967) $(1,077,822)
Depreciation and amortization $428,060  $269,712  $34,705  $20,872  $753,350 
Additions to property and equipment $—    $—    $—    $—    $—   
                    
For the three months ended September 30, 2019                    
Revenue $875,256  $600,553  $276,073  $595,093  $2,346,975 
Net Income (Loss) $46,816  $(93,308) $21,819  $(151,132) $(175,805)
Depreciation and amortization $199,586  $19,711  $1,507  $30,313  $251,117 
Additions to property and equipment $—    $—    $—    $—    $—   
Gross Margin %  38.3%  49.7%  44.3%

 

13 
For the three months period ended June 30, 2021            
Revenue $1,319,370  $1,594,503  $2,913,873 
Gross Margin $520,030  $917,358  $1,437,388 
Depreciation and amortization $207,067  $6,485  $213,552 
Additions to property and equipment               
Gross Margin %  39.4%  57.5%  49.3%

 

For the six months period ended June 30, 2020            
Revenue $2,016,861  $2,197,687  $4,214,548 
Gross Margin $731,172  $912,331  $1,643,503 
Depreciation and amortization $428,475  $58,051  $486,526 
Additions to property and equipment               
Gross Margin %  36.3%  41.5%  39.0%

For the three months period ended June 30, 2020            
Revenue $1,087,424  $1,169,769  $2,257,193 
Gross Margin $384,121  $494,204  $878,325 
Depreciation and amortization $208,405  $23,192  $231,597 
Additions to property and equipment               
Gross Margin %  35.3%  42.2%  38.9%

NOTE 108STOCKHOLDERS’ EQUITY

Common Stock

 

The Company has not issued any common stock through SeptemberJune 30, 2020,2021, nor for the year ended December 31, 2019.2020; however, one holder of incentive stock options delivered a Notice of Exercise regarding certain granted and vested incentive stock options to the Company on June 29, 2021. See Note 9-Subsequent Events.

Stock Compensation

 

The Company offers stock option equity awardsgrants to directors and key employees. Options vest in tranches and typically expire in five (5) years. DuringFor the ninesix months ended SeptemberJune 30, 2020,2021, and 2019,2020, the Company recorded vested options expense of $30,771$79,058 and $259,962, respectively. For the three months ended September 30, 2020, and 2019, the Company recorded vested options expense of $10,257 and ($14,455)$20,514, respectively. The option expense not taken as of SeptemberJune 30, 2020,2021, is $51,285,$43,639, with a weighted average term of 2.63.92 years.

 

The stock option valuation as of June 30, 2021, was computed using the Black-Scholes-Merton pricing model using an average stock price of $0.559, a strike price of $0.531, an expected term of five (5) years, volatility of 258.10% and a risk-free discount rate of 1.52%.

13 

The following table represents stock option activity as of and for the ninesix months ended SeptemberJune 30, 2020:2021:

Stockholders’ Equity - Schedule of Share-Based Compensation, Stock Option Activity 

Number of

Shares

 

Weighted Average

Exercise Price

 

Weighted Average

Remaining Life

 

Aggregate

Intrinsic Value

 Number of Shares 

Weighted Average

Exercise Price

 

Weighted Average

Remaining Life

 

Aggregate Intrinsic

Value

           
Options Outstanding – December 31, 2019 3,800,000 $0.21 3.0 $—  
Options Outstanding – December 31, 2020 3,800,000 $0.21 3.6 $0  
Granted —    —   —   —   385,000  0.51 4.8 —  
Exercised —    —   —   —   0  0   —   —  
Forfeited —    —    —    —   175,000     —    —  
Options Outstanding – September 30, 2020 3,800,000 $0.21  2.5 $—  
Options Outstanding – June 30, 2021 4,010,000 $0.22 2.7 $0  
                  
Exercisable and Vested, September 30, 2020 3,400,000 $0.21  2.4 $—  
Exercisable and Vested, June 30, 2021 3,525,000 $0.22 2.0 $0  

 

NOTE 119SUBSEQUENT EVENTS

 

Below are events that have occurred since SeptemberJune 30, 2020:2021:

Chief Executive Officer

Effective October 15, 2019 (though executed October 17, 2019), the Company and Charles L. Schneider, Jr., the then CEO of our wholly-owned subsidiary, KonaTel Nevada, and the President and CEO of our wholly-owned subsidiary, Infiniti Mobile, executed and delivered a Severance Agreement and Release (the “Severance Agreement”). In connection with the execution and delivery of the Severance Agreement, the parties also executed and delivered an Amended Incentive Stock Option Agreement, among other agreements, that included a customary “cashless” exercise feature for the 500,000 vested incentive stock options that had been previously granted to Mr. Schneider, and voiding the remainder of 1,000,000 unvested incentive stock options he had been granted. Effective June 29, 2021, Mr. Schneider exercised 98,116 of these incentive stock options on a cashless basis, and was issued 75,000 shares of our common stock on August 5, 2021. A Lock-Up/Leak-Out Agreement (the “LULO Agreement”) that was also executed and delivered by the Company and Mr. Schneider with the Severance Agreement was waived by the Company for the 75,000 shares received by him, with the LULO Agreement continuing to be effective for any other shares of common stock received by Mr. Schneider under any exercise of his remaining incentive stock options (401,884). The Severance Agreement is Exhibit 10.1 to the Company’s 10-K Annual Report for the year ended December 31, 2020, filed with the SEC on April 6, 2021, and which can be assessed by Hyperlink in Part II, Item 6 of this Quarterly Report.

Charles D. Griffin

Effective as of July 6, 2021, the Company entered into a six month Amended Consulting Agreement with Impact Telecom Holdings, Inc., dba SessionIP, to provide certain operational consulting services as requested by the Company. As part of that agreement, the Company granted to the owner and sole provider of these services, Charles D. Griffin, incentive stock options under an Amended Incentive Stock Option Agreement effective as of July 6, 2021, in the amount of 1,100,000 shares, at an exercise price of $0.75 per share or the closing public trading price and fair market value of the Company’s common stock on that date. The Amended Incentive Stock Option Agreement is subject to a condition precedent to the effect that if Mr. Griffin and the Company do not enter into an employment agreement wherein Mr. Griffin will join the Company as a full-time employee on or before January 7, 2022, the Amended Incentive Stock Option Agreement will immediately expire and be null and void. In connection with the granting of these incentive stock options, the Board of Directors of the Company also voted to increase the number of reserved shares for issuance under its Incentive Stock Option plan from 5,000,000 shares to 6,000,000 shares.

 

LettersThe Company also granted a quarterly director 25,000 share Incentive Stock Option to Jeffrey Pearl on July 28, 2021, at an exercise price of Credit

As previously mentioned in NOTE 8, the Company had maintained an irrevocable standby letter of credit arrangement with a certain cellular carrier in the aggregate amount of $63,000. In late October 2020, the Company$0.813, fully vested. The exercise price was notified by that carrier that it intended to cancel the letter of credit based upon 110% of the fair market value or closing public trading price of the Company’s payment history and a lower requirement for security based upon usage. The releasecommon stock on the date of this letter of credit will also cause the release of the UCC-1 currently held by our bank, Somerset Trust.

grant.

 

 

 

14 

 

 

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 further below under “Trends and Uncertainties,” and also 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

 

Our Hosted Services (“are provided by our wholly-owned subsidiary Apeiron Systems, an international Hosted Services CPaaS or Communications Platform asprovider that designed, built, owns and operates its private core national network, supporting a Service”suite of business communications services all accessible via proprietary Applications Programming Interfaces (“APIs”). Some of Apeiron’s Hosted Services include SIP/VoIP, services,cellular and OTT telephony, SMS/MMS BOT integration, mobile numbers, toll free numbers, DID landline numbers, SMS to Email, Database Dip, SD-WAN, voice terminationmessaging and numerous API driven services.broadcast services, numbering features, including Cloud IVRs, Voicemail, Fax, Call Recording, and other functions provided with local, toll-free, and international phone numbers. Apeiron Systems developed, owns,also delivers public and supportsprivate IP network services from its services through its dedicated national telecommunications network. Apeiron Systems provides telecommunications services to application developers, call centersredundant network backbone including MPLS, Dedicated Internet and smallLTE Wireless WAN solutions. Apeiron’s Cloud Services include Information Data Dips, Software-Defined Wide Area Networking (“SD-WAN”), and medium size businesses. It markets these services through the Apeiron Systems website, independent sales agents, ISOs (“Independent Sales Organizations”)IOT data and Social Media Optimization (“SCO”).device management.

 

We have expanded Apeiron’s agent sales channel outreach through the retention of additional channel management staff and the release of our enhanced agent sales platform. Apeiron continues to pursue revenue diversification and the sale of higher margin products.

Our Mobile Services include our retail and wholesale cellular voice/text/data services and IOT mobile data (IoT – “Internet of Things”) services. We consolidated our wholesale and retail mobile services with Apeiron Systems’ hosted CPaaS services, providing Apeiron Systems with a bundled portfolio of mobile and hosted CPaaS services. Its mobile voice/text/data and 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.  Apeiron Systems’ mobileMobile 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. It primarily markets itsAlso included in our Mobile Services is the distribution of cellular voice service to low-income American households that qualify for the FCC’s Lifeline program. Our Lifeline mobile services through independent sales agents and ISOs via the “Apeiron” brand. These agents and ISOs generally market to small and medium sized businesses throughout the United States.  This type of marketing is also considered B2B (“Business to Business”) sales.

Our Lifeline ETC services operateare provided by our wholly-owned subsidiary, IM Telecom, marketed under its ownbrand name Infiniti Mobile. IM Telecom operates under an FCC approved Compliance Plan and FCC wireless ETC designation in eightacross nine states which currently includeincluding California, Georgia, Kentucky, Maryland, Nevada, Oklahoma, South Carolina, Vermont, and Wisconsin. IM Telecom, operating under its Infiniti Mobile brand, currently markets its Lifeline servicedistributes services through its Internet presence, its storefrontstorefronts in Tulsa and Wagoner, Oklahoma, field representatives and through ISOs that specializeits website. With IM Telecom’s recent approval to expand Lifeline distribution into California, we anticipate California distribution will commence in the distributionQ4 of Lifeline services.  These ISOs typically support teams of field agents who market directly to Lifeline eligible individuals requesting Lifeline service.  We provide phones and wireless voice/text/data service to Lifeline eligible individuals requesting Lifeline service. In some states, and depending on government requirements, we may only provide voice/text service with no mobile data.2021.

 

OurIn addition to Lifeline VETC services operate through a single VETC agent agreement with another ETC.  Following our acquisition ofservice, IM Telecom thereby securing our own FCCwas approved Lifeline ETC license,to participate in the FCC’s Emergency Broadband Benefit (“EBB”) program on April 6, 2021, as part of the federal government’s COVID relief efforts. EBB opened for enrollment on May 12, 2021. While the EBB program remains active, we anticipate an increase in Lifeline/EBB revenue as we to distribute EBB eligible service in the states in which we are phasing out this segment, and we no longer distribute Lifeline service under this single VETC agent agreement; however, we continue to collect monthly commissions for those Lifeline lines that we distributed and which remain active under this single VETC agent agreement.approved as an ETC.

 

Results of Operations

 

Comparison of the quarter ended SeptemberJune 30, 2020,2021, to the quarter ended SeptemberJune 30, 20192020

 

For the quarter ended SeptemberJune 30, 2020,2021, we had $2,527,281$2,913,873 in revenues from operations compared to the quarter ended SeptemberJune 30, 2019,2020, where we had $2,346,975$2,257,193 in revenue from operations. The cost of revenue for the quarter ended SeptemberJune 30, 2020,2021, was $1,625,481,$1,476,485, compared to $1,517,834$1,378,868 for the quarter ended SeptemberJune 30, 2019.2020. We had a gross profit of $901,800$1,437,388 for the quarter ended SeptemberJune 30, 2020,2021, and $829,141$878,325 for the quarter ended SeptemberJune 30, 2019.2020.

For quarter ended June 30, 2021, our gross profit margin was 49.3% compared to 38.9% for the six months ended June 30, 2020.

 

For the quarterquarters ended SeptemberJune 30, 2021, and 2020, and the quarter ended September 30, 2019,respectively, total operating expenses were $958,223$1,056,320 and $993,537, respectively,$970,142, for an increase of $86,178. This increase was primarily a decreaseresult of $35,314.

For the quarter ended September 30, 2020, non-operating expenses were other income of $81,070 (expected PPP loan forgiveness)infrastructure expansion, primarily payroll, professional services and interest expense of $4,694, comparedapplication development costs to $221 interest income and interest expense of $11,631 for the quarter ended September 30, 2019.support sales channel growth.

 

15 

 

 

For the quarter ended SeptemberJune 30, 2021, non-operating expenses were interest expense of $7,514 and other non-operating expenses of $32,469, compared to other income (expected PPP loan forgiveness) of $242,080 and interest expense of $8,214 for the quarter ended June 30, 2020.

For the quarter ended June 30, 2021, we had a net income of $341,085. For the quarter ended June 30, 2020, we had net income of $19,953. For the quarter ended September 30, 2019, we had a net loss of $175,805.$142,049.

 

In comparing our Condensed Consolidated Statements of Operations between the three-month periods ended SeptemberJune 30, 2020,2021, and 2019,2020, respectively, the Company continued the process of diversifying theand expanding its service mix. Gross Revenue fromofferings. Revenues for both Hosted Services and Lifeline ETCMobile Services were new services added through acquisitions and accounted for 89.3% ofup from the total grossquarter ended June 30, 2021, as compared to the quarter ended June 30, 2020. Hosted Services revenue increased by 21.3%, while Mobile Services revenue increased by 36.3%. Gross profit margin overall was 49.3% for the three months ended SeptemberJune 30, 2020. Mobile services showed a decline of 8.3%, and Lifeline VETC, a segment of our business being phased out in favor of our Lifeline ETC business, showed a decrease of 79.5% in gross revenue2021, compared to 38.9% for the three months ended SeptemberJune 30, 2020, compared to the three months ended September 30, 2019. Gross2020. Hosted Services gross profit margin overall was 34.4% for the three months ended September 30, 2020,39.4% compared to 35.3% for the three months ended SeptemberJune 30, 2019. Hosted2021, and 2020, respectively. Mobile Services gross profit margin was 36.5%57.5% compared to 47.2%42.2% for the three months ended SeptemberJune 30, 2020,2021, and 2019, respectively. Lifeline ETC gross profit margin was 31% compared to 63.7% for the three months ended September 30, 2020, and 2019, respectively. Mobile services gross profit margin was 6.4% compared to 21% for the three months ended September 30, 2020, and 2019, respectively. Lifeline VETC gross profit margin was 73.2% compared to 19% for the three months ended September 30, 2020, and 2019, respectively.

 

Comparison of the ninesix months ended SeptemberJune 30, 2020,2021, to the ninesix months ended SeptemberJune 30, 20192020

 

For the ninesix months ended SeptemberJune 30, 2020,2021, we had $6,741,830$5,306,711 in revenues from operations compared to the ninesix months ended SeptemberJune 30, 2019,2020, where we had $7,253,641$4,214,548 in revenue from operations. The cost of revenue for the ninesix months ended SeptemberJune 30, 2020,2021, was $4,196,528,$2,958,162 compared to $4,836,732$2,571,045 for the ninesix months ended SeptemberJune 30, 2019.2020. We had a gross profit of $2,348,549 for the six months ended June 30, 2021, and $1,643,503 for the six months ended June 30, 2020.

 

For the ninesix months ended SeptemberJune 30, 2020, and2021, our gross profit margin was 44.3% compared to 39.0% for the ninesix months ended SeptemberJune 30, 2019,2020.

For the six months ended June 30, 2021, and 2020, respectively, total operating expenses were $2,883,526$2,125,317 and $3,476,815, respectively,$1,925,305, for an increase of $200,012. This increase was primarily a decreaseresult of $593,289.infrastructure expansion, primarily payroll, professional services and application development costs to support sales channel growth.

 

For the ninesix months ended SeptemberJune 30, 2020,2021, non-operating expenses were interest expense of $9,756 and other non-operating expenses of $105,113, compared to other income (expected PPP loan forgiveness & EIDL loan) of 624,518$543,449 and interest expense of $23,459, compared to $1,562 interest income, other income of $14,836 and interest expense of $34,314$18,765 for the ninesix months ended SeptemberJune 30, 2019.2020.

 

For the ninesix months ended SeptemberJune 30, 2021, we had a net income of $108,363. For the six months ended June 30, 2020, we had net income of $262,835. For the nine months ended September 30, 2019, we had a net loss of $1,077,822.$242,882.

 

In comparing our Condensed Consolidated Statements of Operations between the nine-monthsix-month periods ended SeptemberJune 30, 2021, and 2020, and 2019,respectively, the Company continued the process of diversifying theand expanding its service mix. Gross Revenue fromofferings. Revenues for both Hosted Services and Lifeline ETCMobile Services were new services added through acquisitions and accounted for 74.8% of the total gross revenueup for the ninesix months ended SeptemberJune 30, 2020. Mobile services showed a decline of 32.7%, and Lifeline VETC showed a decrease of 83.4% in gross revenue for the nine months ended September 30, 2020,2021, as compared to the ninesix months ended SeptemberJune 30, 2019.

2020. Hosted Services revenue increased by 26.2%, while Mobile Services revenue increased by 25.7%. Gross profit margin overall was 36.2%44.3% overall for the ninesix months ended SeptemberJune 30, 2020,2021, compared to 33.3%39.0% for the ninesix months ended SeptemberJune 30, 2019.2020. Hosted Services gross profit margin was 32%38.3% compared to 38.3%36.3% for the ninesix months ended SeptemberJune 30, 2021, and 2020, and 2019, respectively. Lifeline ETCMobile Services gross profit margin was 39.3%49.7% compared to 58%41.5% for the ninesix months ended SeptemberJune 30, 2020,2021, and 2019, respectively. Mobile services gross profit margin was 33.7% compared to 28.6% for the nine months ended September 30, 2020, and 2019, respectively. Lifeline VETC gross profit margin was 72.7% compared to 26.7% for the nine months ended September 30, 2020, and 2019, respectively.

 

Liquidity and Capital Resources

 

As of SeptemberJune 30, 2020,2021, we had $588,213$788,243 in cash and cash equivalents on hand.

 

In comparing liquidity between the nine-monthsix-month periods ending SeptemberJune 30, 2020,2021, and SeptemberJune 30, 2019,2020, cash assets increased by 321.24%23.7%. This increase was due largely to increased business,expanded revenues from the EBB program and increased cash-flow performance, and the use of government emergency programs.performance. Liabilities and total overall debt showed an 18.5%a 25.8% decrease in the nine-monthsix-month period ended SeptemberJune 30, 2020,2021, when compared to SeptemberJune 30, 2019.2020. Going forward, equity investment and growth ofin new services areis expected to provide additional liquidity for our business.

 

Overall, the current ratio (current assets divided by our current liabilities) improvedincreased to 0.891.51 as of SeptemberJune 30, 2020,2021, compared to December 31, 2019,2020, of 0.36..94. Working capital increased by 87.6%60.5%.

 

16 

 

 

Cash Flow from Operations

 

During the ninesix months ended SeptemberJune 30, 2021, cash flow provided by operating activities was $150,079, and for the six months ended June 30, 2020, cash flow provided by operating activities was $441,606, and for the nine months ended September 30, 2019, cash flow used by operating activities was $20,972. Cash flows provided by operating activities were primarily attributable to the Company’s other income and dividends paid for the nine months ended September 30, 2020.$309,862.

Cash Flows from Investing Activities

 

During the ninesix months ended SeptemberJune 30, 2021, no cash flow was used in or derived from investing activities. For the six months ended June 30, 2020, cash flow used in investing activities was ($10,833)$3,168 for asset purchases. For the nine months ended September 30, 2019, cash flow provided from investing activities was $58,603. The cash flow from investing activities for the nine months ended September 30, 2019, was derived from the purchase of IM Telecom.assets.

 

Cash Flows from Financing Activities

 

During the ninesix months ended SeptemberJune 30, 2020,2021, cash flow used in financing activities was $34,035.$77,031 for repayments of notes payable. For the ninesix months ended SeptemberJune 30, 2019,2020, net cash flow provided by financing activities was $45,496. The funds used in financing for the nine months ended September 30, 2020,$138,891, comprised of repaymentproceeds from Federal SBA Covid-19 loans $458,900, repayments of $12,237 on revolving lines of credit, $287,630 dividends paid to shareholders and $109,665 in($12,237), repayments of amounts due to a shareholder. The funds provided by financing forrelated party, ($51,760), and a one-time dividend paid to former Apeiron shareholders of $(256,012) as part of the nine months ended September 30, 2020, comprisedacquisition of proceeds from four separate SBA PPP and EIDL loans totaling $458,900.Apeiron.

 

Going Concern

 

For the ninesix months ended SeptemberJune 30, 2020,2021, the Company generated net income of $262,835.$108,363. For the ninethree months ended SeptemberJune 30, 2019, the2021, net lossincome was $1,077,822.$341,085. The Company has sustained itself through the operations of the business, as is indicated by net cash provided byfrom operations of $396,739$150,079 for the ninesix months ended SeptemberJune 30, 2020.2021. The accumulated deficit as of SeptemberJune 30, 2020,2021, is $5,944,271$5,860,126.

 

The Company has ameliorated any substantial doubt issues by generating additional cash flow since the completion of our merger with KonaTel Nevada on December 18, 2017;from operations through diversification of our revenues through the acquisitionsproduct offerings and revenue growth of its subsidiaries, Apeiron Systems and IM Telecom; receivingTelecom. We have continued to use additional cash investments through the private placement of shares of our common stock during the first six months of 2018; and revenues from the growth of IM Telecom and Apeiron Systems, all of which have contributedflow to an improvement in ourretire debt while also adding resources to enable further revenue growth. Our working capital continues to improve without the use of additional lines of credit, borrowings or additional cash investments beyond the initial private placement of shares of our common stock during the first six months of 2018.long term, low interest SBA EIDL loan proceeds from June 20, 2020.

 

Our overall goal wasWe continue to diversify our sources of revenue and increase profit margins through cost controls and a shift to higher margin product offerings. Prior to acquiring Apeiron Systems and IM Telecom, we derived nearly 100% of our total revenue from cellular (voice) resales. For the nine months ended September 30, 2020, Hosted Services accounts for 53.7% of our total revenue; Mobile Services account for 19.3% of our total revenue; Lifeline (ETC) accounts for 21.2% of our total revenue; and Lifeline VETC, currently being phased out in favor of Lifeline ETC, accounts for 5.8% of our total revenue. Our profit margins were 36% and 33% for the nine months ended September 30, 2020, and 2019, respectively. Our overall expenses were decreased from $3,476,815 for the nine months ended September 30, 2019, to $2,883,526 for nine months ended September 30, 2020. We continue to be confident that withWith continued aggressive management and businesssales channel development that we will continue to eliminate anyanticipate no going concern issues.concerns.

 

Off-Balance Sheet Arrangements

 

We had no Off-Balance Sheet arrangements during the six-month period ended SeptemberJune 30, 2020.2021.

 

Critical Accounting Policies

 

Net Income/(Loss) Per Share

 

Basic income/(loss)income per common share calculations are determined by dividing net income/(loss)income by the weighted average number of shares of common stock outstanding during the period. Diluted income/(loss)income per common share calculations are determined by dividing net income/(loss)income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of SeptemberJune 30, 2021, and June 30, 2020, and September 30, 2019, there are 2,538,352 and 3,400,000 respectively, potentially dilutive common shares. The dilutive common shares for the three and nine months ended September 30, 2019, are not included in the computation of diluted earnings per share, because to do so would be anti-dilutive.

 

17 

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 other cellular providers. As of SeptemberJune 30, 2021, 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 amounts of $106,783 and $447,738, or 14.36% and 60.21% of total accounts receivable, respectively. As of December 31, 2020, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from two customers in the amount of $112,249, or 40.3% and $42,563, or 15.3% respectively. As of December 31, 2019, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from three(2) customers in the amounts of $89,078,$194,509, or 24.4%52.4%, $77,662,and $52,843, or 21.3% and $48,475, or 13.3%14.2%, respectively.

 

17 

Concentration of Major Customer

 

A significant amount of the revenue is derived from contracts with major customers and cellular partners. For the nine monthssix-month period ended SeptemberJune 30, 2021, the Company had two (2) customers that accounted for $1,774,644 or 33.4% and $1,664,735 or 31.37% of revenue, respectively. For the six-month period ended June 30, 2020, the Company had one (1) customer that accounted for $2,332,716$1,309,330, or 34.6%31.1%, of revenue. For the nine-month period ended September 30, 2019, the Company had one customer that accounted for $1,820,875, or 25.0%. For the three-month period ended September 30, 2020, the Company had one customer that accounted for $1,023,386 or 40.5%, of revenue. For the three-month period ended September 30, 2019, the Company had one customer that accounted for $634,668, or 27.0% and one cellular provider that accounted for $612,092, or 26.1% of the total revenue.

 

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.

Emerging Growth Company

The Company is an emerging growth company and 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.

 

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 SeptemberJune 30, 2020,2021, 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 SeptemberJune 30, 2020.2021.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the quarter ended SeptemberJune 30, 2020,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

18 

 

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Not required; however, see Item 1A. Risk Factors, Part I, commencing on page 11,10, of the Company’s 10-K Annual Report for the fiscal year ended December 31, 2019,2020, filed with the SEC on May 11, 2020,April 6, 2021, for a list of “Risk Factors,” which Annual Report can be accessed by Hyperlink in Part II, Item 6 hereof.

 

Our business operations could be impacted by the current world health crisis. The following risk factor regarding the COVID-19 pandemic was one of the risk factors included in the Company’s 10-K Annual Report for the year ended December 31, 2019:2020:

 

On January 30, 2020, the World Health Organization declared the coronavirus (the ‘COVID-19’) outbreak a “Public Health Emergency of International Concern,” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in which we operate. While it is unknown how long these conditions will last and what the complete financial affecteffect will be on us, to date and as a result of actions taken by management to mitigate a material impact to our financial statements or our operational results, we are not currently experiencing a material impact to our financial statements or our results of operations; however, a pandemic typically results in social distancing, travel bans and quarantines, which may result in limited access to our facilities, customers, management, support staff and professional advisors.  These, in turn, may not only impact our operations, financial condition and demand for our services, but our overall ability to react timely to mitigate the impact of this event.  Given our small staff, if a key member of our team were disabled by COVID-19, it could have a material negative impact on our business.  Also, it may substantially hamper our efforts to provide our investors with timely information and to comply with our filing obligations under the Exchange Act with the SEC. If this pandemic were to last a prolonged period of time, we could see a decline in revenue due to the closure of customer businesses, which could then impact our ability pay our short-term debts. Our concentration of revenue from a small group of Apeiron Systems’ customers makes it reasonably possible that we are vulnerable to the risk of a long-term severe impact. Our dependence on certain suppliers to provide equipment to be distributed or sold to our customers could also be impacted if inventory shortages occur due to import or export restrictions resulting from the pandemic.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None; not applicable.however, see Note 9-Subsequent Events, of our financial statements included in this Quarterly Report.

 

Item 3. Defaults upon Senior Securities

 

None; not applicable.

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

None;Earlier today, the Company disseminated a press release (Exhibit 99 hereto) regarding the earnings set forth in this Quarterly Report, and this press release in being furnished for the purposes of Section 18 of the Exchange Act and “SEC Regulation FD Disclosure” only.  This press release shall not applicable.be deemed to be incorporated by reference into our filings under the Securities Act of the Exchange Act.

  

 

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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(ii) Amended and Restated Bylaws Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference.
14 Code of Ethics Filed with the Form 8-K/A filed on December 20, 2017, and incorporated herein by reference.
31.199 Earnings Press Release dated August 9, 2021Filed herewith.
31.1Certification 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.INS XBRL Instance Document  
101.SCH XBRL Taxonomy Extension Schema  
101.CAL XBRL Taxonomy Extension Calculation Linkbase  
101.DEF XBRL Taxonomy Extension Definition Linkbase  
101.LAB XBRL Taxonomy Extension Label Linkbase  
101.PRE XBRL Taxonomy Extension Presentation Linkbase  

 

Exhibits incorporated by reference:

 

Annual Report on Form 10-K for the year ended December 31, 2019,2020 and filed with the SEC on May 11, 2020April 6, 2021..

 

 

 

 

 

 

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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:November 13, 2020 By:/s/ D. Sean McEwenKonaTel, Inc.
    
Date:August 9, 2021By:/s/ D. Sean McEwen
    D. Sean McEwen
Chairman, President 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:November 13, 2020August 9, 2021 By:/s/ D. Sean McEwen
    D. Sean McEwen
    Chairman, President, CEO, and a Director

 

Date:November 13, 2020August 9, 2021 By:/s/ Brian R. Riffle
    Brian R. Riffle
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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